April 8, 2019
Benjamin S. Miller
Chief Executive Officer
Fundrise Growth eREIT 2019, LLC
1601 Connecticut Avenue NW
Suite 300
Washington, DC 20009
Re: Fundrise Growth eREIT 2019, LLC
Offering Statement on Form 1-A
Filed March 11, 2019
File No. 024-10970
Dear Mr. Miller:
We have reviewed your offering statement and have the following
comments. In some of
our comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to this letter by amending your offering statement and
providing the
requested information. If you do not believe our comments apply to your facts
and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response. After reviewing any amendment to your offering statement and the
information you
provide in response to these comments, we may have additional comments.
Form 1-A
Cover Page
1. We note that you intend to operate your business in a manner that will
permit you to
maintain an exemption from registration under the Investment Company Act
of 1940, as
amended. Please be advised that you are responsible for analyzing how
your investments,
investment strategy and business model will support that exemption. The
staff has not
reviewed and does not necessarily concur with disclosure with respect to
the availability
of that exemption.
2. Please be advised that you are responsible for analyzing the
applicability of the tender
offer rules to your share repurchase program. We urge you to consider all
the elements of
your share repurchase program in determining whether the program is
consistent with
relief granted by the Division of Corporation Finance in prior no action
letters. See, for
Benjamin S. Miller
FirstName LastNameBenjaminLLC
Fundrise Growth eREIT 2019, S. Miller
Comapany NameFundrise Growth eREIT 2019, LLC
April 8, 2019
April 2 2019 Page 2
Page 8,
FirstName LastName
example, T REIT Inc. (Letter dated June 4, 2001) and Wells Real Estate
Investment Trust
II, Inc. (Letter dated December 3, 2003). To the extent you have
questions as to whether
the program is entirely consistent with the relief previously granted
by the Division of
Corporation Finance, you may contact the Division's Office of Mergers
and Acquisitions
at 202-551-3440.
3. We note that you may conduct the share repurchase program during the
offering period of
the shares being registered under this registration statement. Please
be advised that you are
responsible for analyzing the applicability of Regulation M to your
share repurchase
program. We urge you to consider all the elements of your share
repurchase program in
determining whether the program is consistent with the class relief
granted by the Division
of Market Regulation in the class exemptive letter granted Alston &
Bird LLP dated
October 22, 2007.
4. Please provide us, on a supplemental basis, with your template for
future NAV
disclosures.
Questions and Answers about this Offering
What is the purchase price for your common shares?, page 4
5. We note your disclosure that purchases will be executed at the NAV
based on the time of
subscription, even if an alternate NAV has been determined prior to
acceptance of the
subscription. If the current NAV is below the price based on the time
of subscription,
please clarify whether investors will have an opportunity to withdraw
their subscription
and obtain shares at the lower price. If not, please disclose the
dilutive impact this would
have on those shareholders.
Will I have the opportunity to redeem my common shares?, page 5
6. We note that shareholders requesting redemption will be responsible
for any third-party
costs. Please revise to quantify the third-party costs, or an
estimated range of such costs,
showing the effective redemption price after inclusion of such amounts
if material.
Additionally, please clarify if all third-party costs will be applied
to everyone on an equal
basis. In addition, explain how you will inform investors of the
third-party costs
applicable to a redemption request before expiration of the withdrawal
period.
Management Compensation, page 19
7. With respect to your acquisition/origination expenses and management
fee, in accordance
with Item 4 of Industry Guide 5, please provide an estimate of the
dollar amount of the
management fee to be paid to your manager in the first fiscal year,
assuming the
maximum number of securities being registered are sold in this
offering and targeted or
maximum leverage.
Benjamin S. Miller
Fundrise Growth eREIT 2019, LLC
April 8, 2019
Page 3
Management
Experience of our Management Team, page 77
8. We note your disclosure that you have excluded 3 World Trade Center.
Please clarify in
your disclosure why you believe it is appropriate to exclude this
building.
Conflicts of Interest, page 87
9. For entities that have a similar investment objective, please disclose
the amount that these
entities have available for investment, and, if these entities are
still raising funds, the
amount left that they may raise.
We will consider qualifying your offering statement at your request. If
a participant in
your offering is required to clear its compensation arrangements with FINRA,
please have
FINRA advise us that it has no objections to the compensation arrangements
prior to
qualification.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff. We also remind you that, following qualification of your
Form 1-A, Rule 257
of Regulation A requires you to file periodic and current reports, including a
Form 1-K which
will be due within 120 calendar days after the end of the fiscal year covered
by the report.
You may contact Isaac Esquivel at (202) 551-3395 or Kristi Marrone at
(202) 551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at (202) 551-3585 or Kim McManus at (202) 551-3215 with
any other
questions.
Sincerely,
FirstName LastNameBenjamin S. Miller
Division of
Corporation Finance
Comapany NameFundrise Growth eREIT 2019, LLC
Office of Real
Estate and
April 8, 2019 Page 3 Commodities
FirstName LastName