ThereputationandintegrityofFundrise GrowthTechFund,LLC(the“Fund”)arevaluableassets that are vital to the Fund’s success.The Fund has adopted this Code of Ethics (the “Code”)to comply with Section 406 of the Sarbanes-Oxley Actof 2002 and the rules promulgated by the Securitiesand Exchange Commission (the “SEC”)thereunder. ThisCode isin addition to, notin replacementof, the Code ofEthicsadoptedby the Fundforaccesspersonspursuantto Rule 17j-1 undertheInvestment CompanyAct of1940(the“1940Act”).
TheFundrequiresitsPrincipalExecutiveOfficer,PrincipalFinancial/AccountingOfficer,orother Fund officersperformingsimilarfunctions(collectively, the “PrincipalOfficers”)to maintain the highestethicaland legal standards while performingtheirduties and responsibilities to the Fund, withparticularemphasisonthosedutiesthatrelatetothepreparationandreportingofthefinancial information of the Fund. The principles and responsibilities below shallgovern the professional conduct of the Principal Officers:
2.
Honest and Ethical Conduct
ThePrincipal Officers shallactwithhonesty and integrity,avoidingactualor apparentconflicts of interestinpersonaland professionalrelationships, and shallreportany materialtransaction or relationship thatreasonably couldbe expectedto give rise tosuch conflictbetween theirinterests andthoseof theFundtotheAuditCommitteeoftheBoardofDirectorsoftheFund(the“Board”) ortothefullBoard and,in addition,to anyotherappropriateperson orentity thatmayreasonably beexpectedtodealwithanyconflictofinterestinatimelyandexpeditiousmanner.
The Principal Officers shall act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing their independent judgment to be subordinated or compromised.
3.
Financial Records and Reporting
The Principal Officers shall provide full, fair, accurate, timely and understandable disclosurein the reports and/orotherdocumentsto be filed with or submitted to the SEC or otherapplicable bodybytheFund,orthatisotherwisepubliclydisclosedor communicated.ThePrincipalOfficers shall comply withapplicable rules and regulations of federal, state, and local governments, and other appropriate private and public regulatory agencies.
The Principal Officers shallrespecttheconfidentiality of information acquiredin the course of theirwork and shallnotdisclose such information exceptwhenauthorizedorlegally obligated to disclose. The Principal Officers will not use confidentialinformation acquired in the course of their duties as Principal Officers.
The Principal Officers shall share knowledge and maintain skills important and relevant to the Fund’sneeds;shallproactivelypromoteethicalbehavioroftheFund’sofficersandwith
industry
peersandassociates;andshallmaintaincontroloverandresponsiblymanageassetsandresources employed or entrusted to them by the Fund.
4.
Compliance with this Code of Ethics
The Principal Officers shall promptly report any violations of this Code to the Fund’s Chief ComplianceOfficer(the“CCO”),theAuditCommitteeoftheBoardorthefullBoardandshallbe heldaccountable forstrictadherence to thisCode.Aprovenfailureto uphold the standardsstated hereinshallbegroundsforsuchsanctionsasshallbereasonablyimposedbytheBoard.
PrincipalOfficerswhoreportviolationsorsuspectedviolationsingoodfaithwillnotbesubjectto retaliationof any kind.Reported violationswillbeinvestigated and addressedpromptly and will be treated confidentially to the extent possible.
5.
Amendment and Waiver
This Code may only be amended or modified by approval of the Board. Any substantive amendment that is not technical or administrative in nature or any material waiver, implicit or otherwise,of any provisionof thisCode ofEthics,shallbe communicatedpubliclyin accordance with Item 2 ofForm N-CSR under the 1940 Act.
6.
Questions about the Code
The Board hasdesignated the CCOto implementand administerthisCode.Any questionsabout this Code should be directed to the CCO.
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