Fundrise
Income
Real
Estate
Fund,
LLC
Schedule
of
Investments
(Unaudited)
September
30,
2023
1
See
accompanying
Notes
to
the
Schedule
of
Investments.
(Amounts
in
thousands)
Par/Shares
Description
Acquisition
Date
(1)
Value
as
of
September
30,
2023
Private
Real
Estate
-
75.8%
Equity
-
17.8%
Development
-
10.5%
N/A
(2)
Income
1
TRS,
LLC
|
Various
locations (Cost
$53,899)
(3)(4)(5)(6)
03/31/22
$
61,219
Multifamily
-
7.3%
N/A
(2)
23Hundred
JV
LP
|
Plano,
TX (Cost
$4,232)
(4)(5)
03/31/22
$
7,152
N/A
(2)
FR
MP
Brandon
Glen
JV,
LLC
|
Conyers,
GA (Cost
$6,925)
(4)(5)(6)
03/31/22
9,850
N/A
(2)
Fundrise
Insight
Two
LLC
|
Arlington,
VA (Cost
$1)
(3)(4)(5)(6)
03/31/22
1
N/A
(2)
Liberty
Hills
JV,
LP
|
Houston,
TX (Cost
$7,031)
(4)(5)
03/31/22
7,036
N/A
(2)
Luxe
JV,
LP
|
Tampa,
FL (Cost
$7,670)
(4)(5)
03/31/22
7,519
N/A
(2)
Presley
JV,
LP
|
Charlotte,
NC (Cost
$4,852)
(4)(5)
03/31/22
4,878
N/A
(2)
The
View
JV
LP
|
Lewisville,
TX (Cost
$6,105)
(4)(5)
03/31/22
6,156
Total
Multifamily
(Cost
$36,81
6
)
$
42,592
Total
Equity
(Cost
$90,715)
$
103,811
Mezzanine
Debt
-
7.6%
Multifamily
-
7.6%
$
16,423
NexMetro
Grand
Member,
LLC
|
El
Mirage,
AZ,
10.55%,
10.55%
PIK,
01/20/24
(Cost
$19,578)
(4)(5)(7)
03/31/22
$
19,452
12,612
NexMetro
Oakridge
Member,
LLC
|
Forney,
TX,
12.50%,
12.50%
PIK,
10/23/23
(Cost
$17,094)
(4)(5)(7)
03/31/22
17,094
383
NexMetro
Palomino
Member,
LLC
|
Glendale,
AZ,
10.25%
+
SOFR,
15.52%,
PIK,
08/28/26
(Cost
$386)
(3)(4)(5)(7)(8)
02/28/23
386
7,067
RSE
Boat
Club
Investor,
LLC
|
Fort
Worth,
TX,
10.25%
+
SOFR,
15.52%
PIK,
09/27/25
(Cost
$7,496)
(4)(5)(7)(8)
09/27/22
7,503
Total
Multifamily
(Cost
$44,554
)
$
44,435
Total
Mezzanine
Debt
(Cost
$44,554)
$
44,435
Preferred
Equity
-
12.2%
Hospitality
-
0.4%
$
2,229
Y
Hotel
Leveraged
Lender,
LLC,
15.50%,
11/13/19
(Cost
$2,229)
(4)(5)(6)(9)
03/31/22
$
2,150
Multifamily
-
11.8%
$
4,500
Breckenridge
Group
Springfield
Missouri,
LLC
|
Springfield,
MO,
13.50%,
01/01/26
(Cost
$4,500)
(4)(5)
03/31/22
$
4,508
6,820
C
V
Fort
Meyers
Investor,
LLC
|
Fort
Meyers,
FL,
10.50%,
2.50%
PIK,
07/10/24
(Cost
$8,747)
(4)(5)(7)
03/31/22
8,747
15,229
Encore
Narcoossee,
LLC
|
Orlando,
FL,
9.85%,
9.85%
PIK,
12/29/25
(Cost
$15,700)
(4)(5)(7)
06/29/22
15,713
6,835
Fort
Myers
Reef
Holdings,
LLC
|
Fort
Meyers,
FL,
10.90%,
4.07%
PIK,
09/01/28
(Cost
$8,854)
(3)(4)(5)(7)
03/31/22
8,881
935
RSE
Daytona
Investor,
LLC
|
Daytona
Beach,
FL,
13.50%,
13.50%
PIK,
02/09/26
(Cost
$1,020)
(3)(4)(5)(7)
02/09/23
1,022
360
RSE
Thompson
Reserve
Investor,
LLC
|
Scottsdale,
AZ,
13.85%,
10.35%
PIK,
05/09/26
(Cost
$375)
(3)(4)(5)(7)
05/09/23
376
16,700
SFR
Reflections
I,
LLC
|
Sunrise,
FL,
10.10%,
12/01/30
(Cost
$16,700)
(4)(5)
03/31/22
16,745
6,587
WP
Gainesville
MF-FL
Holdings,
LLC
|
Gainesville,
FL,
11.00%,
11.00%
PIK,
09/21/25
(Cost
$7,596)
(4)(5)(7)
03/31/22
7,600
3,750
WP
Walcott
Hackensack
Sub,
LLC
|
Hackensack,
NJ,
11.00%,
6.00%
PIK,
01/29/24
(Cost
$4,627)
(4)(5)(7)
03/31/22
4,627
Total
Multifamily
(Cost
$68,119
)
$
68,219
Total
Preferred
Equity
(Cost
$70,348)
$
70,369
Promissory
Notes
-
31.0%
Development
-
31.0%
$
3,587
FR
Arbor
Place,
LLC
|
Douglasville,
GA,
9.50%,
07/21/29
(Cost
$3,587)
(3)(4)(5)
03/31/22
$
3,577
28,160
FR
Beeson,
LLC
|
Katy,
TX,
8.50%,
08/27/29
(Cost
$28,160)
(3)(4)(5)
03/31/22
27,688
11,733
FR
Berry
Creek,
LLC
|
Georgetown,
TX,
9.50%,
03/09/30
(Cost
$11,733)
(3)(4)(5)
03/31/22
11,652
8,135
FR
Berry
Hills,
LLC
|
Georgetown,
TX,
8.50%,
07/29/30
(Cost
$8,135)
(3)(4)(5)
07/29/22
8,082
5,724
FR
Cade's
Bluff,
LLC
|
Mt.
Juliet,
TN,
9.50%,
09/23/30
(Cost
$5,724)
(3)(4)(5)
09/23/22
5,733
1,294
FR
Castlewood,
LLC
|
Taylor,
TX,
9.00%,
05/02/30
(Cost
$1,294)
(3)(4)(5)
05/02/22
1,277
3,237
FR
Clinton
Corner,
LLC
|
Dade
City,
FL,
10.50%,
03/29/29
(Cost
$3,237)
(3)(4)(5)
03/31/22
3,244
4,015
FR
Crescent
Mills,
LLC
|
Smithfield,
NC,
9.00%,
05/03/30
(Cost
$4,015)
(3)(4)(5)
05/03/22
3,971
10,636
FR
Eastwood,
LLC
|
Jarrell,
TX,
9.00%,
11/17/29
(Cost
$10,636)
(3)(4)(5)
03/31/22
10,576
Fundrise
Income
Real
Estate
Fund,
LLC
Schedule
of
Investments
(Unaudited)
September
30,
2023
2
See
accompanying
Notes
to
the
Schedule
of
Investments.
Par/Shares
Description
Acquisition
Date
(1)
Value
as
of
September
30,
2023
Development
-
31.0%
(continued)
$
5,554
FR
Holmes,
LLC
|
Myrtle
Beach,
SC,
8.00%,
05/27/30
(Cost
$5,554)
(3)(4)(5)
05/27/22
$
5,491
3,682
FR
Legacy
Hills,
LLC
|
Celina,
TX,
8.50%,
07/29/30
(Cost
$3,682)
(3)(4)(5)
07/29/22
3,639
11,462
FR
Meadow
Park,
LLC
|
Melissa,
TX,
9.50%,
09/01/29
(Cost
$11,462)
(3)(4)(5)
03/31/22
11,358
13,474
FR
Providence
Gardens,
LLC
|
Davenport,
FL,
8.50%,
02/24/30
(Cost
$13,474)
(3)(4)(5)
03/31/22
13,153
17,162
FR
Swope
LB,
LLC
|
Land
O'
Lakes,
FL,
8.00%,
08/31/30
(Cost
$17,162)
(3)(4)(5)
08/31/22
16,928
12,920
FR
Swope
LH,
LLC
|
Land
O'
Lakes,
FL,
8.50%,
08/31/30
(Cost
$12,920)
(3)(4)(5)
08/31/22
12,900
16,402
FR
Tom
Miller,
LLC
|
Bethlehem,
GA,
9.00%,
06/14/30
(Cost
$16,402)
(3)(4)(5)
06/15/22
16,412
4,268
FR
Trailside,
LLC
|
Mount
Dora,
FL,
8.50%,
08/22/30
(Cost
$4,268)
(3)(4)(5)
08/22/22
4,271
2,124
FR
Vaughn
Farms,
LLC
|
Conyers,
GA,
10.50%,
04/13/29
(Cost
$2,124)
(3)(4)(5)
03/31/22
2,127
4,066
FR
Washington
Street,
LLC
|
Covington,
GA,
9.00%,
11/15/29
(Cost
$4,066)
(3)(4)(5)
03/31/22
4,044
5,626
FR
Willow
Landing,
LLC
|
Nashville,
TN,
9.50%,
09/13/30
(Cost
$5,626)
(3)(4)(5)
09/13/22
5,637
193
FR
Wilsons
Walk,
LLC
|
Clayton,
NC,
9.00%,
10/04/29
(Cost
$193)
(3)(4)(5)
03/31/22
190
9,442
FR
Wong
Tract,
LLC
|
Austin,
TX,
8.50%,
08/31/30
(Cost
$9,442)
(3)(4)(5)
08/31/22
9,436
Total
Development
(Cost
$182,89
6
)
$
181,386
Total
Promissory
Notes
(Cost
$182,896)
$
181,386
Senior
Debt
-
7.2%
Land
-
4.0%
$
19,255
The
Station
East
Owner
II,
LLC
|
Union
City,
CA,
9.50%,
11/20/23
(Cost
$19,255)
(4)(5)
03/31/22
$
19,229
3,920
The
Station
East
Owner
III,
LLC
|
Union
City,
CA,
15.00%,
09/16/24
(Cost
$3,920)
(3)(4)(5)
05/16/23
3,920
Total
Land
(Cost
$23,175
)
$
23,149
Multifamily
-
3.2%
$
3,350
1550
South
Fairfax,
LLC
|
Los
Angeles,
CA,
11.00%,
04/15/22
(Cost
$3,350)
(4)(5)(6)(9)
03/31/22
$
3,350
3,000
4927
Washington,
LLC
|
Los
Angeles,
CA,
12.90%,
04/19/22
(Cost
$3,000)
(4)(5)(6)(9)
03/31/22
3,000
12,463
Vose-Van
Nuys,
LLC,
15.00%,
09/01/23
(Cost
$12,463)
(4)(5)(9)
03/31/22
12,464
Total
Multifamily
(Cost
$18,81
3
)
$
18,814
Total
Senior
Debt
(Cost
$41,988)
$
41,963
Total
Private
Real
Estate
(Cost
$430,501)
$
441,964
Common
Stock
-
8.1%
Mortgage
Real
Estate
Investment
Trust
-
8.1%
1,557
AGNC
Investment
Corp.
REIT
$
14,701
1,738
Annaly
Capital
Management,
Inc.
REIT
32,699
Total
Mortgage
Real
Estate
Investment
Trust
(Cost
$49,964
)
$
47,400
Total
Common
Stock
(Cost
$49,964)
$
47,400
Residential
Mortgage-Backed
Securities
-
9.0%
Non-U.S.
Government
Agency
Issues
-
9.0%
$
14,067
Bridge
2022-SFR1
Trust (E1
Class),
6.30%,
11/17/25
(10)
$
13,538
3,254
New
Residential
Mortgage
Loan
Trust
2022-SFR2
(E2
Class),
4.00%,
09/04/27
(10)
2,725
22,000
New
Residential
Mortgage
Loan
Trust
2022-SFR2
(F
Class),
4.00%,
09/04/27
(10)
17,946
2,500
Progress
Residential
2021-SFR4
Trust
(F
Class),
3.41%,
05/17/26
(10)
2,189
14,745
Progress
Residential
2022-SFR7
Trust (E1
Class),
6.75%,
10/27/27
(10)
14,223
2,000
Tricon
Residential
Trust
2023-SFR1
(E
Class),
7.98%,
07/17/2
8
(10)
1,990
Total
Residential
Mortgage-Backed
Securities
(Cost
$52,411)
$
52,611
Short-Term
Investments
-
8.3%
46,967
Allspring
Government
Money
Market
Fund,
Select
Class
Shares,
5.41%
(11)
$
46,967
1,479
Northern
Institutional
U.S.
Government
Select
Portfolio,
5.22%
(11)
1,479
Total
Short-Term
Investments
(Cost
$48,446)
$
48,446
Total
investments,
at
value
-
101.2%
(Cost
$581,322)
$
590,421
Other
liabilities
in
excess
of
assets
-
(1.2)%
(7,209)
Total
Net
Assets
-
100.0%
$
583,212
LLC
Limited
Liability
Company
LP
Limited
Partnership
REIT
Real
Estate
Investment
Trust
Fundrise
Income
Real
Estate
Fund,
LLC
Schedule
of
Investments
(Unaudited)
September
30,
2023
3
See
accompanying
Notes
to
the
Schedule
of
Investments.
(1)
Initial
acquisition
or
investment
date.
Assets
with
an
acquisition
date
of
March
31,
2022
were
acquired
by
the
Fund
in
connection
with
the
Merger.
See
Note
1,
Formation
and
Organization
,
for
more
information
on
the
assets
acquired
from
the
Merger.
(2)
The
Fund
owns
LLC
or
LP
membership
interests
in
restricted
security
not
traded
in
public
markets.
(3)
Investment
in
an
affiliate.
See
Note
2,
Summary
of
Significant
Accounting
Policies
-
Fair
Value
Measurement
for
additional
information.
(4)
Investments
classified
as
Level
3
within
the
three-tier
fair
value
hierarchy.
See
the
accompanying
notes
to
the
schedule
of
investments
for
an
explanation
of
this
hierarchy,
as
well
as
a
list
of
significant
unobservable
inputs
used
in
the
valuation
of
these
instruments.
(5)
Restricted
security.
The
aggregate
value
of
restricted
securities
at
September
30,
2023
is
approximately
$441,964
(amount
in
thousands)
and
represents
75.8%
of
net
assets.
(6)
Non-income
producing
investment.
(7)
Rate
disclosed
for
investments
with
payment
in
kind
(PIK)
interest.
The
PIK
interest,
computed
at
the
contractual
rate
specified
in
each
loan
agreement,
is
added
to
the
principal
balance
of
the
investment,
rather
than
being
paid
in
cash,
and
is
recorded
as
interest
income.
Thus,
the
actual
collection
of
PIK
interest
may
be
deferred
until
the
time
of
debt
principal
repayment.
(8)
This
investment
has
a
floating
interest
rate.
Investments
are
shown
at
their
current
rate
as
of
September
30,
2023.
(9)
As
of
September
30,
2023,
this
investment
had
incurred
an
event
of
default
due
to
non-payment
of
outstanding
principal
and
contractual
interest,
and
is
non-
accrual.
The
real
estate
investment
is
secured
by
the
underlying
property.
(10)
Security
is
exempt
from
registration
under
Rule
144A
of
the
Securities
Act
of
1933.
These
securities
may
be
resold
to
qualified
institutional
buyers
in
transactions
exempt
from
registration.
At
the
period
end,
the
value
of
these
securities
amounted
to
$52,611
(amount
in
thousands)
or
9.0%
of
net
assets.
(11)
Rate
disclosed
is
representative
of
the
Fund's
seven-day
effective
yield
as
of
September
30,
2023.
Fundrise
Income
Real
Estate
Fund,
LLC
Notes
to
Schedule
of
Investments
(Unaudited)
September
30,
2023
4
1.
Formation
and
Organization
Fundrise
Income
Real
Estate
Fund,
LLC
(the
“Fund”
or
the
“Registrant”)
is
a
Delaware
limited
liability
company
and
has
elected
to
be
taxed
as
a
real
estate
invesment
trust
(a
"REIT")
for
U.S.
federal
income
tax
purposes
under
Part
II
of
Subchapter
M
of
Chapter
1
of
the
Internal
Revenue
Code
of
1986,
as
amended
(the
"Code"),
commencing
with
its
taxable
year
ending
December
31,
2022,
and
intends
to
continue
to
operate
as
such.
The
Fund
is
organized
as
a
continuously
offered,
non-diversified,
closed-end
management
investment
company
registered
under
the
Investment
Company
Act
of
1940,
as
amended
(the
“1940
Act”),
that
operates
as
an
interval
fund.
The
Fund’s
registration
statement
was
declared
effective
on
February
3,
2022.
The
Fund
commenced
investment
operations
on
April
1,
2022,
following
the
tax-free
reorganization
on
March
31,
2022.
The
Fund’s
investment
objective
is
to
seek
current
income
from
which
to
pay
attractive,
consistent
cash
distributions
while
preserving
capital.
Generally,
the
Fund’s
investment
strategy
is
to
invest
at
least
80%
of
its
net
assets
(plus
the
amount
of
any
borrowings
for
investment
purposes)
in
residential
and
commercial
real
estate,
the
securities
of
real
estate
and
real
estate-related
issuers,
and
real
estate-related
loans
or
other
real
estate-related
debt
securities.
The
investment
adviser
to
the
Fund
is
Fundrise
Advisors,
LLC
(the
“Adviser”),
an
investment
adviser
registered
with
the
U.S.
Securities
and
Exchange
Commission
(“SEC”)
under
the
Investment
Advisers
Act
of
1940,
as
amended.
The
Adviser
is
a
wholly-
owned
subsidiary
of
Rise
Companies
Corp.
(“Rise
Companies”
or
the
“Sponsor”),
the
Fund’s
sponsor.
Subject
to
the
supervision
of
the
Board
of
Directors
of
the
Fund
(the
“Board”),
the
Adviser
is
responsible
for
directing
the
management
of
the
Fund’s
business
and
affairs,
managing
the
Fund’s
day-to-day
affairs,
and
implementing
the
Fund’s
investment
strategy.
2.
Summary
of
Significant
Accounting
Policies
Valuation
Oversight
In
connection
with
SEC
Rule
2a-5,
effective
September
2022,
the
Board
has
approved
the
Adviser
as
the
Fund’s
Valuation
Designee
(“Valuation
Designee”),
to
provide
administration
and
oversight
of
the
Fund’s
valuation
policies
and
procedures.
The
Fund
values
its
investments
in
accordance
with
such
procedures.
Generally,
portfolio
securities
and
other
assets
for
which
market
quotations
are
readily
available
are
valued
at
market
value,
which
is
ordinarily
determined
on
the
basis
of
official
closing
prices
or
the
last
reported
sales
prices.
If
market
quotations
are
not
readily
available
or
are
deemed
unreliable,
the
Fund
will
use
the
fair
value
of
the
securities
or
other
assets
as
determined
by
the
Adviser
in
good
faith,
taking
into
consideration
all
available
information
and
other
factors
that
the
Adviser
deems
pertinent,
in
each
case
subject
to
the
overall
supervision
and
responsibility
of
the
Board.
In
calculating
the
Fund’s
net
asset
value,
the
Adviser,
subject
to
the
oversight
of
the
Board,
uses
various
valuation
methodologies.
To
the
extent
practicable,
the
Adviser
generally
endeavors
to
maximize
the
use
of
observable
inputs
and
minimize
the
use
of
unobservable
inputs
by
requiring
that
the
most
observable
inputs
are
to
be
used
when
available.
The
availability
of
valuation
techniques
and
observable
inputs
can
vary
from
investment
to
investment
and
are
affected
by
a
wide
variety
of
factors.
When
valuation
is
based
on
models
or
inputs
that
are
less
observable
or
unobservable
in
the
market,
the
determination
of
fair
value
requires
more
judgment,
and
may
involve
alternative
methods
to
obtain
fair
values
where
market
prices
or
market-based
valuations
are
not
readily
available.
As
a
result,
the
Adviser
may
exercise
a
higher
degree
of
judgment
in
determining
fair
value
for
certain
securities
or
other
assets.
Fair
Value
Measurement
The
following
is
a
summary
of
certain
methods
generally
used
currently
to
value
investments
of
the
Fund
under
the
Fund’s
valuation
procedures:
The
Fund
applies
FASB
ASC
Topic
820,
Fair
Value
Measurement,
as
amended,
which
establishes
a
framework
for
measuring
fair
value
in
accordance
with
U.S.
GAAP
and
required
disclosures
of
fair
value
measurement.
U.S.
GAAP
defines
the
fair
value
as
the
price
that
the
Fund
would
receive
to
sell
an
asset
or
pay
to
transfer
a
liability
in
an
orderly
transaction
between
market
participants
at
the
measurement
date.
The
Fund
determines
the
fair
value
of
certain
investments
in
accordance
with
the
fair
value
hierarchy
that
requires
an
entity
to
maximize
the
use
of
observable
inputs.
The
fair
value
hierarchy
includes
the
following
three
levels
based
on
the
objectivity
of
the
inputs,
which
were
used
for
categorizing
the
assets
or
liabilities
for
which
fair
value
is
being
measured
and
reported:
Fundrise
Income
Real
Estate
Fund,
LLC
Notes
to
Schedule
of
Investments
(Unaudited)
September
30,
2023
5
Level
1
–
Quoted
market
prices
in
active
markets
for
identical
assets
or
liabilities.
Level
2
–
Significant
other
observable
inputs
(e.g.,
quoted
prices
for
similar
items
in
active
markets,
quoted
prices
for
identical
or
similar
items
in
markets
that
are
not
active,
inputs
other
than
quoted
prices
that
are
observable
such
as
interest
rate
and
yield
curves,
and
market-corroborated
inputs).
Level
3
–
Valuation
generated
from
model-based
techniques
that
use
inputs
that
are
significant
and
unobservable
in
the
market.
These
unobservable
assumptions
reflect
estimates
of
inputs
that
market
participants
would
use
in
pricing
the
asset
or
liability.
Valuation
techniques
may
include
use
of
discounted
cash
flow
methodologies
or
similar
techniques,
which
incorporate
management’s
own
estimates
of
assumptions
that
market
participants
would
use
in
pricing
the
instrument
or
other
valuation
assumptions
that
require
significant
management
judgment
or
estimation.
The
Fund’s
real
estate
equity
investments
are
typically
fair
valued
based
on
a
discounted
cash
flow
or
other
income
approach,
or
by
market
approaches
like
sales
comparisons
and
cost
approaches.
The
Fund
accounts
for
properties
at
the
individual
property
level
and
such
assets
are
fair
valued
using
inputs
that
consider
property-level
data
that
is
gathered
and
evaluated
periodically
to
reflect
new
information
(e.g.,
rental
payment
history)
regarding
the
property.
The
Fund’s
real
estate
debt
investments
in
loans,
including
senior
loans,
mezzanine
loans,
and
promissory
notes,
fair
value
is
generally
determined
by
the
yield
method
using
a
discounted
cash
flow
model
using
current
market
rates
derived
from
observable
market
data.
Properties
held
through
joint
ventures
generally
will
be
valued
in
a
manner
that
is
consistent
with
the
methods
described
above.
Once
the
value
of
a
property
held
by
the
joint
venture
is
determined
and
the
Fund
determines
the
fair
value
of
any
other
assets
and
liabilities
of
the
joint
venture,
the
value
of
the
Fund’s
interest
in
the
joint
venture
is
then
determined.
Investments
in
registered
investment
companies,
including
money
market
funds,
are
valued
at
the
NAV
as
of
the
close
of
each
business
day.
To
the
extent
these
securities
are
actively
traded,
they
are
categorized
in
Level
1
of
the
fair
value
hierarchy.
Fixed
income
securities
may
be
valued
by
an
outside
pricing
service
overseen
by
the
Valuation
Designee.
The
pricing
service
may
employ
a
pricing
model
that
takes
into
account,
among
other
things,
bids,
yield
spreads
and/or
other
market
data
and
specific
security
characteristics.
In
the
event
prices
or
quotations
are
not
readily
available
or
that
the
application
of
these
valuation
methods
results
in
a
price
for
an
investment
that
is
deemed
to
be
not
representative
of
the
fair
value
of
such
investment,
fair
value
will
be
determined
in
good
faith
by
the
Valuation
Designee,
in
accordance
with
the
valuation
policy
and
procedures
approved
by
the
Board.
To
the
extent
these
securities
are
actively
traded,
they
are
categorized
in
Level
2
of
the
fair
value
hierarchy.
Due
to
the
inherent
uncertainty
of
determining
the
fair
value
of
investments
that
do
not
have
a
readily
available
market
value,
the
fair
value
of
the
Fund’s
investments
may
differ
significantly
from
the
values
that
would
have
been
used
had
a
readily
available
market
value
existed
for
such
investments,
and
the
differences
could
be
material.
The
following
is
a
summary
of
the
inputs
used
as
of
September
30,
2023
,
in
valuing
the
Fund’s
investments
carried
at
fair
value
(amounts
in
thousands)
:
The
following
is
a
summary
of
quantitative
information
about
the
significant
unobservable
inputs
of
the
Fund’s
Level
3
investments
as
of
September
30,
2023
(amounts
in
thousands)
.
The
weighted
average
range
of
unobservable
inputs
is
based
on
the
fair
value
of
investments.
Various
valuation
techniques
were
used
in
the
valuation
of
certain
investments
and
weighted
based
on
the
level
of
Level
1
Level
2
Level
3
Total
Private
Real
Estate
Equity
$
–
$
–
$
103,811
$
103,811
Private
Real
Estate
Mezzanine
Debt
–
–
44,435
44,435
Private
Real
Estate
Preferred
Equity
–
–
70,369
70,369
Private
Real
Estate
Promissory
Notes
–
–
181,386
181,386
Private
Real
Estate
Senior
Debt
–
–
41,963
41,963
Common
Stock
47,400
–
–
47,400
Residential
Mortgage-Backed
Securities
–
52,611
–
52,611
Short-Term
Investments
48,446
–
–
48,446
Total
Investments
$
95,846
$
52,611
$
441,964
$
590,421
Fundrise
Income
Real
Estate
Fund,
LLC
Notes
to
Schedule
of
Investments
(Unaudited)
September
30,
2023
6
significance.
The
tables
are
not
intended
to
be
all-inclusive
but
instead
capture
the
significant
unobservable
inputs
relevant
to
the
Fund’s
determination
of
fair
value.
The
following
is
a
reconciliation
of
investments
in
which
significant
unobservable
inputs
(Level
3)
were
used
in
determining
fair
value
(amounts
in
thousands)
:
The
Fund
invests
in
one
or
more
affiliated
entities.
As
of
September
30,
2023,
the
investments
in
affiliates
consist
of
investments
in
real
estate
investment
vehicles
used
to
acquire,
hold,
and
finance
multifamily
properties
and
land
for
future
development.
The
affiliated
investment
vehicles
have
not
been
registered
under
the
Securities
Act
of
1933,
as
amended,
and
thus
are
subject
to
restrictions
on
resale.
As
defined
in
the
1940
Act,
an
investment
is
deemed
to
be
a
“Controlled
Affiliate”
of
a
fund
when
a
fund
owns,
either
directly
or
indirectly,
25%
or
more
of
the
affiliated
fund’s
outstanding
shares
or
has
the
power
to
exercise
control
over
management
or
policies
of
such
fund.
During
the
period
ended
September
30,
2023,
investments
in
affiliates
were
as
follows
(amounts
in
thousands)
:
Investment
Fair
Value
Valuation
Technique
Unobservable
Input
(1)
Range
(Weighted
Average)
Impact
to
Valuation
from
an
Increase
in
Input
(2)
Private
Real
Estate
Equity
$
93,960
Yield
Method
Discount
Rate
9.0%
-
10.5%
(9.4%)
Decrease
9,851
Income
Approach,
Direct
Capitalization
Method
Capitalization
Rate
5.0%
-
5.3%
(5.3%)
Decrease
Private
Real
Estate
Preferred
Equity
68,219
Yield
Method
Discount
Rate
9.9%
-
13.9%
(10.7%)
Decrease
2,150
Liquidation
Approach
Liquidation
Value
$9,350
-
$9,350
($9,350)
Increase
Private
Real
Estate
Mezzanine
Debt
44,435
Yield
Method
Discount
Rate
12.5%
-
15.5%
(13.5%)
Decrease
Private
Real
Estate
Senior
Debt
41,963
Yield
Method
Discount
Rate
11.0%
-
15.0%
(11.6%)
Decrease
Private
Real
Estate
Promissory
Notes
181,386
Yield
Method
Discount
Rate
8.8%
-
10.5%
(9.4%)
Decrease
Total
Investments
$
441,964
(1)
Represents
the
significant
unobservable
inputs
used
to
fair
value
the
financial
instruments
of
the
joint
ventures.
The
fair
value
of
such
financial
instruments
is
the
largest
component
of
the
valuation
of
such
entity
as
a
whole.
(2)
Represents
the
expected
directional
change
in
the
fair
value
of
the
Level
3
investments
that
would
result
from
an
increase
in
the
corresponding
input.
A
decrease
to
the
unobservable
input
would
have
the
opposite
effect.
Significant
changes
in
these
inputs
could
result
in
significantly
higher
or
lower
fair
value
measurements.
Private
Real
Estate
Equity
Private
Real
Estate
Mezzanine
Debt
Private
Real
Estate
Preferred
Equity
Private
Real
Estate
Promissory
Notes
Private
Real
Estate
Senior
Debt
Total
Balance
as
of
December
31,
2022
$
88,591
$
46,035
$
51,920
$
158,207
$
82,068
$
426,821
Purchases
11,938
7,450
16,523
35,272
4,120
75,303
Accrued
discounts
(premiums)
–
–
–
–
–
–
PIK
interest
and
dividends
–
4,187
2,041
–
–
6,228
Realized
gain
(loss)
–
–
–
–
–
–
Net
change
in
unrealized
appreciation/depreciation
3,282
258
(115)
(115)
(25)
3,285
Return
of
capital
distributions
–
–
–
–
–
–
Sales
–
(13,495)
–
(11,978)
(44,200)
(69,673)
Transfers
into
Level
3
–
–
–
–
–
–
Transfers
out
of
Level
3
–
–
–
–
–
–
Balance
as
of
September
30,
2023
$
103,811
$
44,435
$
70,369
$
181,386
$
41,963
$
441,964
Net
change
in
unrealized
appreciation/depreciation
for
the
period
ended
September
30,
2023
related
to
Level
3
investments
held
at
September
30,
2023
$
3,282
$
258
$
(115)
$
(115)
$
(25)
$
3,285
Fundrise
Income
Real
Estate
Fund,
LLC
Notes
to
Schedule
of
Investments
(Unaudited)
September
30,
2023
7
Affiliate
Acquisition
Date
Balance
as
of
December
31,
2022
Purchases
at
Cost
Proceeds
from
Sales
Net
Realized
Gain
(Loss)
and
Capital
Gain
Distributions
PIK
Interest
and
Dividend
Income
Return
of
Capital
Distribution
Change
in
Unrealized
Appreciation/
Depreciation
Balance
as
of
September
30,
2023
Fundrise
Insight
Two,
LLC
(1)
03/31/22
$
1
–
$
–
$
–
$
–
$
–
$
–
$
1
Income
1
TRS,
LLC
(2)
03/31/22
46,661
11,938
–
–
–
–
2,620
61,219
NexMetro
Palomino
Member,
LLC
(1)
02/28/23
–
383
–
–
3
–
–
386
Fort
Meyers
Reef
Holdings,
LLC
(1)
03/31/22
8,513
–
–
–
361
–
7
8,881
RSE
Daytona
Investor,
LLC
(1)
02/09/23
–
935
–
–
85
–
2
1,022
RSE
Thompson
Reserve
Investor,
LLC
(1)
05/09/23
–
360
–
–
15
–
1
376
FR
Arbor
Place,
LLC
–
Promissory
Note
03/31/22
3,570
–
–
–
–
–
7
3,577
FR
Beeson,
LLC
–
Promissory
Note
03/31/22
28,216
–
–
–
–
–
(528)
27,688
FR
Berry
Creek,
LLC
–
Promissory
Note
03/31/22
7,640
4,000
–
–
–
–
12
11,652
FR
Berry
Hills,
LLC
–
Promissory
Note
03/31/22
8,056
–
–
–
–
–
26
8,082
FR
Cade’s
Bluff,
LLC
–
Promissory
Note
03/31/22
5,734
–
–
–
–
–
(1)
5,733
FR
Castlewood,
LLC
–
Promissory
Note
03/31/22
1,274
–
–
–
–
–
3
1,277
FR
Clinton
Corner,
LLC
–
Promissory
Note
03/31/22
4,300
–
(1,058)
–
–
–
2
3,244
FR
Crescent
Mills,
LLC
–
Promissory
Note
03/31/22
3,960
–
–
–
–
–
11
3,971
FR
Eastwood,
LLC
–
Promissory
Note
03/31/22
15,943
–
(5,420)
–
–
–
53
10,576
FR
Holmes,
LLC
–
Promissory
Note
03/31/22
4,000
2,000
(500)
–
–
–
(9)
5,491
FR
Legacy
Hills,
LLC
–
Promissory
Note
03/31/22
3,628
–
–
–
–
–
11
3,639
FR
Meadow
Park,
LLC
–
Promissory
Note
03/31/22
8,457
3,000
–
–
–
–
(99)
11,358
FR
Providence
Gardens,
LLC
–
Promissory
Note
03/31/22
7,480
10,772
(5,000)
–
–
–
(99)
13,153
FR
Swope
LB,
LLC
–
Promissory
Note
03/31/22
16,751
–
–
–
–
–
177
16,928
FR
Swope
LH,
LLC
–
Promissory
Note
03/31/22
12,820
–
–
–
–
–
80
12,900
FR
Tom
Miller,
LLC
–
Promissory
Note
03/31/22
886
15,500
–
–
–
–
26
16,412
FR
Trailside,
LLC
–
Promissory
Note
03/31/22
4,128
–
–
–
–
–
143
4,271
FR
Vaughn
Farms,
LLC
–
Promissory
Note
03/31/22
2,127
–
–
–
–
–
–
2,127
FR
Washington
Street,
LLC
–
Promissory
Note
03/31/22
4,038
–
–
–
–
–
6
4,044
FR
Willow
Landing,
LLC
–
Promissory
Note
03/31/22
5,633
–
–
–
–
–
4
5,637
Fundrise
Income
Real
Estate
Fund,
LLC
Notes
to
Schedule
of
Investments
(Unaudited)
September
30,
2023
8
Affiliate
Acquisition
Date
Balance
as
of
December
31,
2022
Purchases
at
Cost
Proceeds
from
Sales
Net
Realized
Gain
(Loss)
and
Capital
Gain
Distributions
PIK
Interest
and
Dividend
Income
Return
of
Capital
Distribution
Change
in
Unrealized
Appreciation/
Depreciation
Balance
as
of
September
30,
2023
FR
Wilsons
Walk,
LLC
–
Promissory
Note
03/31/22
$
193
$
–
$
–
$
–
$
–
$
–
$
(3)
$
190
FR
Wong
Tract,
LLC
–
Promissory
Note
03/31/22
9,373
–
–
–
–
–
63
9,436
The
Station
East
Owner
III,
LLC
05/16/23
–
4,120
(200)
–
–
–
–
3,920
Total
$
213,382
$
53,008
$
(12,178)
$
–
$
464
$
–
$
2,515
$
257,191
(1)
Investment
represents
a
co-investment
arrangement,
in
which
the
Fund
co-invested
alongside
an
affiliate
of
the
Fund,
including
those
of
the
Adviser
(“Real
Estate
Co-Investment
Joint
Ventures”).
This
arrangement
is
pursuant
to
the
terms
and
conditions
of
the
exemptive
order
issued
by
the
SEC
to
the
Fund,
allowing
the
Fund
to
co-invest
alongside
certain
entities
affiliated
with
or
managed
by
the
Adviser.
The
Fund’s
investments
in
real
estate
through
the
securities
of
a
Real
Estate
Co-Investment
Joint
Ventures
with
its
affiliates
is
subject
to
the
requirements
of
the
1940
Act
and
terms
and
conditions
of
an
exemptive
order
the
Fund
received
from
the
SEC
allowing
the
Fund
and/or
the
Real
Estate
Co-Investment
Joint
Ventures
to
co-invest
alongside
certain
entities
affiliated
with
or
managed
by
the
Adviser
(REITs
(each,
an
“eREIT®”)
or
other
non-REIT
compliant
real
estate-related
funds).
The
exemptive
order
from
the
SEC
imposes
extensive
conditions
on
the
terms
of
any
co-investment
made
by
an
affiliate
of
the
Fund.
The
Fund
has
adopted
procedures
reasonably
designed
to
ensure
compliance
with
the
exemptive
order
and
the
Board
also
oversees
risk
relative
to
such
compliance.
(2)
Controlled
affiliate.