United States securities and exchange commission logo
June 1, 2021
Benjamin S. Miller
Chief Executive Officer of Fundrise Advisors, LLC
Fundrise Real Estate Investment Trust, LLC
11 Dupont Circle NW, 9th Floor
Washington, D.C. 20036.
Re: Fundrise Real
Estate Investment Trust, LLC
Post-Qualification
Amendment No. 6 to
Offering Statement
on Form 1-A
Filed May 12, 2021
File No. 024-11140
Dear Mr. Miller:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our April
30, 2021 letter.
Post-Qualification Amendment No. 6 Filed May 12, 2021
General
1. We note your response
to comment 1. Please explain to us how the returns of the various
Fundrise programs are
aggregated in your calculation. In addition, please explain in more
detail why you believe
it is reasonable to present the aggregated return information for
Fundrise programs to
investors. In this respect, please explain to us how your calculation
of the aggregated
return accounts for the fact that the programs are in various stages of
their life cycles,
including some that are no longer open to investment, and have differing
investment focuses, and
that the exact composition of an investor's portfolio that is
invested in multiple
Fundrise programs is unique.
Benjamin S. Miller
Fundrise Real Estate Investment Trust, LLC
June 1, 2021
Page 2
2. We note your response to comment 2. To the extent you continue to use
indices to make
comparisons, please expand your disclosure to describe the companies that
comprise the
index, how those companies may differ from the issuer being discussed and
why such
comparison is appropriate in the context it is being used.
Redemption Plan, page 23
3. We note your disclosure on page 24 that for redemptions that occur during
the
introductory period, an investor would receive back his or her "original
investment
amount." We also note your disclosure on page 25 that you "intend to
limit shareholders
to redemption requests to the lesser of 5,000 common shares or $50,000
worth of common
shares, which may affect whether the entirety of a redemption request
will be considered
to be in the Introductory Period or Post-Introductory Period." Please
revise your
disclosure on page 24 regarding the amount that an investor may redeem
during the 90-
day introductory period to clarify that an investor would only receive
his or her "original
investment amount" to the extent it were less than 5,000 common shares or
$50,000 worth
of common stock, or advise.
Please contact Ronald (Ron) E. Alper at 202-551-3329 or Erin E. Martin
at 202-551-3391
with any other questions.
Sincerely,
FirstName LastNameBenjamin S. Miller
Division of Corporation
Finance
Comapany NameFundrise Real Estate Investment Trust, LLC
Office of Real Estate &
Construction
June 1, 2021 Page 2
cc: Mark Schonberger
FirstName LastName