Exhibit 15.6

Goodwin Procter LLP Counsellors at Law New York Times Building 620 Eighth Avenue New York, NY 10018

T: 212.813.8800 F: 212.355.3333 goodwinprocter.com

September 27, 2016

VIA EDGAR

Ms. Sonia Gupta Barros

Assistant Director, Office of Real Estate and Commodities

U.S. Securities and Exchange Commission

Division of Corporation Finance – Office of Real Estate & Commodities

100 F Street, N.E.

Washington, D.C. 20549-3010

Dear Ms. Barros:

This letter is submitted on behalf of Rise Companies Corp., (the “Company”) in response to comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated September 23, 2016 (the “Comment Letter”) with respect to the Company’s Offering Statement on Form 1-A (CIK No. 0001640967) filed with the Commission on August 29, 2016, relating to the Company’s offering of common stock (the “Offering Statement”). The responses provided are based upon information provided to Goodwin Procter LLP by the Company. The Company is concurrently filing Amendment No. 1 to the Offering Statement (the “Amended Filing”), which includes changes in response to the Staff’s comments as well as other revisions.

For your convenience, the Staff’s numbered comments set forth in the Comment Letter have been reproduced in italics herein with responses immediately following each comment. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Offering Statement, and page references in the responses refer to the Amended Filing. Defined terms used herein but not otherwise defined have the meanings given to them in the Amended Filing.

Ms. Sonia Gupta Barros

Division of Corporation Finance

September 27, 2016

Page 2

General

Response to Comment No. 1

The Company. The Company invests capital in its Programs and such investments will be investment securities; however, the value of the Company’s investments into its Programs is expected to represent a small percentage of the value of the Company’s total assets. In this regard, although the Company generally does not intend to make other investments in investment securities, in the event the Company does make such investments, the Company’s investments in its Programs and any other Company investments in investment securities will not have a value exceeding 40% of the value of the Company’s total assets. 

The Company is engaged primarily in the business of providing investment management services and not in the business of investing, reinvesting or trading in securities. It does not issue face-amount certificates of the installment type. The Company holds itself out as a holding company operating through wholly owned subsidiaries most of which are the investment managers of the Programs. The Company also has a wholly owned subsidiary that is the manager of the general partner of Fundrise, L.P., which was formed to provide warehousing and financing support to assets originated and facilitated for the Fundrise Platform.  Finally, the Company has a wholly owned subsidiary that is the trustee of an entity that issues the Project Dependent Notes.  Accordingly, the Company does not believe it meets the definition of investment company as defined in the Investment Company Act of 1940. 

The Company’s Programs. The Company does not believe that its Programs (which are not subsidiaries of the Company but are advised by the Company’s investment management subsidiaries) are investment companies as defined in the Investment Company Act of 1940.  As described in the Offering Statement, the Company expects the Programs to either not meet the definition of investment company in Section 3(a)(1) of the Investment Company Act of 1940 or to qualify for the exception provided for in Section 3(c)(5)(C) of the Investment Company Act. 

The Company’s Programs treat subsidiaries of which they or their wholly owned or majority owned subsidiary is the manager (in a manager-managed entity) or managing member (in a member-managed entity) or in which the Programs’ agreement or the agreement of the Programs’ wholly owned or majority owned subsidiary is required for all major decisions affecting the subsidiaries (referred to herein as “Controlled Subsidiaries”), as majority owned subsidiaries even though none of the interests issued by such Controlled Subsidiaries meets the definition of voting securities in the Investment Company Act of 1940. The Programs reached this conclusion on the basis that the interests issued by the Controlled Subsidiaries are the functional equivalent of voting securities. The underlying assets of the Company’s Controlled Subsidiaries are expected to be real property.  In these cases, the Programs and their Controlled Subsidiaries will not meet the definition of investment company. 

Ms. Sonia Gupta Barros

Division of Corporation Finance

September 27, 2016

Page 3

In other cases, the Programs and their subsidiaries will rely on the exclusion provided for in Section 3(c)(5)(C) of the Investment Company Act.  Section 3(c)(5)(C) generally excludes from the definition of investment company any company that is engaged primarily in the business of “purchasing or otherwise acquiring mortgages and other liens on and interest in real estate”.  The Staff has provided guidance through various interpretive and no-action letters on the meaning of being engaged primarily in the business of purchasing or otherwise acquiring mortgage and other liens on and interests in real estate for purposes of Section 3(c)(5)(C).  The Staff has stated that it would regard an issuer as being engaged primarily in said business if (1) at least 55% of the value of the issuer’s assets consists of real estate interests (“Qualifying Assets”), (2) at least 80% of the value of the issuer’s assets consists of investments in (a) Qualifying Assets plus (b) other assets that are not Qualifying Assets but are real estate-related assets (“Real Estate Related Assets”) and (3) no more than 20% of the value of the issuer’s assets consists of assets other than Qualifying and Real Estate Related Assets.  (NAB Asset Corp., SEC No-Action Letter (June 20, 1981)).  The Company expects certain of its Programs or Program subsidiaries to hold commercial mortgage loans and other commercial real estate related assets in accordance with the Staff guidance with respect to Section 3(c)(5)(C). 

We have originated approximately $150 million in both equity and debt investments deployed across more than approximately $650 million of real estate property, while collecting and processing more than 55,000 investor dividends, distributions, investments and principal re-payments since we sponsored our first online investment in 2012. Our real estate debt and equity originations have increased at a compound annual growth rate of 802% (from $0.9 million to $75.2 million) for the two year period starting January 1, 2014 and ending December 31, 2015 and had a year-over-year growth rate of 118% (from $31.1 million to $67.8 million) for the six months ended June 30, 2016.

Ms. Sonia Gupta Barros

Division of Corporation Finance

September 27, 2016

Page 4

Please balance such disclosure with a discussion of any material historical adverse business developments that you or your affiliates, including the eREITs that you sponsor and Project Dependent Notes, have experienced, and the fact that you are currently incurring net losses.

Response to Comment No. 2

In response to the Staff’s comment, the Company has revised the disclosure throughout the document to state that the Company’s sponsored Programs have not suffered any loss of principal or projected interest to date, but that there can be no assurance that such performance will continue in the future. In addition, the Company has revised the disclosure to state that, as of September 22, 2016, it is yet to generate any profits from its operations and is incurring net losses.

Response to Comment No. 3

The Company respectfully advises the Staff that all of the dividends declared and paid to date for Fundrise Real Estate Investment Trust, LLC (the “Income eREIT^TM”) have been paid from operating cash flow and not from offering proceeds. However, as noted in the Income eREIT^TM’s offering circular, dividends may be paid from any source and it is possible that in the future such dividends may be paid from offering proceeds.

Part I

Item 6. Unregistered Securities Issued or Sold Within One Year

Response to Comment No. 4

In response to the Staff’s comment, the Company has revised its disclosure contained in Item 6 of Part I of its Form 1-A to include the sale of the Company’s Class M Common Stock to management in July 2016.

Ms. Sonia Gupta Barros

Division of Corporation Finance

September 27, 2016

Page 5

Part II – Offering Circular

Cover Page

Response to Comment No. 5

In response to the Staff’s comment, the Company has removed the disclosure regarding the rate of originations and the success of the eREIT^TM offerings, and certain other disclosures, in order to limit the cover page to one page.

Response to Comment No. 6

In response to the Staff’s comment, the Company has revised the disclosure to include a cross reference to the sections of the Form 1-A titled “Securities Being Offered” and “Plan of Distribution”.

Response to Comment No. 7

In response to the Staff’s comment, the Company has included a footnote to the table on the cover page with respect to offering expenses.

Response to Comment No. 8

In response to the Staff’s comment, the Company has removed the statement that it will not start operations until it has raised $1,000,000 and thanks the Staff for bringing this discrepancy to its attention.

Ms. Sonia Gupta Barros

Division of Corporation Finance

September 27, 2016

Page 6

Risk Factors

Risks Related to Compliance and Regulation

We are offering our shares of Class B Common Stock…, page 26

Response to Comment No. 9

The Company has elected to use the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in Section 7(a)(2)(B).

In response to the Staff’s comment, the Company has amended the “Risks Related to Compliance and Regulation” to include disclosure of this election and the related risks.

Response to Comment No. 10

The Company respectfully advises the Staff that the offering price of the shares of Class B Common Stock to be offered by the Company pursuant to the Offering Statement has not yet been determined by the board of directors of the Company. Once such offering price is determined by the Company’s board of directors and if the Company determines that there is a material disparity between such offering price and the effective cash cost to officers and directors of the Company for the shares of Class M Common Stock of the Company acquired by such individuals in July 2016, the Company will include a comparison of the public contribution under the proposed public offering and the effective cash contribution of the officers and directors of the Company in connection with the sale of Class M Common Stock of the Company to them in July 2016 in addition to the disclosure that will be included in the section titled “Dilution”.

Ms. Sonia Gupta Barros

Division of Corporation Finance

September 27, 2016

Page 7

Response to Comment No. 11

In response to the Staff’s comment, the Company has amended the disclosure on page 35 to include that net interest income derived from the Project Dependent Note program was a significant portion of total net revenue for the years ended December 31, 2014 and December 31, 2015. As noted in the Company’s updated disclosure on page 3 and elsewhere, the Company has suspended the Project Dependent Note program indefinitely as of September 2016, and it is not expected to be a material part of the Company’s future revenue.

The Company has also included in the disclosure that in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 310, loan origination fees and related loan origination costs for certain loans shall be offset and only the net amount shall be deferred over the life of the loan. Due to this U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) reporting requirement, the Company’s Consolidated Statements of Operations only reflect the net amount of loan origination fee revenue and not the actual amount of loan origination fee income that was received by the Company and used in operations.

Response to Comment No. 12

Generally speaking, assets under management (“AUM”) is defined and calculated by the Company as the amount of money investors have invested via the Fundrise Platform. Asset management fees collected from the investors in the Project Dependent Note program were extremely low. In relation to the eREIT^TM program, the quarterly asset management fee agreement may differ between the eREITs^TM. In most cases, the asset management fee calculated is not based on how the Company defines and calculates AUM; however, after the designated period stated below has passed, asset management fees are calculated based on net asset value (“NAV”) of the eREIT^TM.

NAV is calculated using a process that reflects (i) estimated values of each of the eREITs^TM commercial real estate assets and investments, including related liabilities, which may be updated upon the occurrence of certain material events, (ii) quarterly updates in the price of liquid assets for which third party market quotes are available, (iii) accruals of eREIT^TM distributions payable at the end of the quarter related to the current or previous quarters, and (iv) estimates of quarterly accruals, on a net basis, of eREIT^TM operating revenues, expenses and fees.

Ms. Sonia Gupta Barros

Division of Corporation Finance

September 27, 2016

Page 8

Please see the disclosures from the eREIT^TM filings noted below describing the calculation of asset management fees.

Fundrise Real Estate Income REIT, LLC: “[Fundrise Real Estate Income REIT, LLC] will pay the Manager [Fundrise Advisors, LLC, a wholly-owned subsidiary of the Company] a quarterly asset management fee of one-fourth of 1.00%, which, until June 30, 2016, will be based on our net offering proceeds as of the end of each quarter, and thereafter will be based on our net asset value (“NAV”) at the end of each prior quarter. The Manager has agreed to waive its quarterly asset management fee during the distribution support period for any quarter in which Fundrise, LP is required to purchase shares pursuant to the distribution support agreement. Following the conclusion of the distribution support period, our Manager may, in its sole discretion, waive its asset management fee, in whole or in part. The Manager will forfeit any portion of the asset management fee that is waived.

Fundrise Equity REIT, LLC: “Quarterly asset management fee equal to an annualized rate of 1.00%, which, until September 30, 2016, will be based on our net offering proceeds as of the end of each quarter, and thereafter will be based on our NAV [net asset value] at the end of each prior quarter.”

In response to the Staff’s comment, the Company has included additional disclosure on page 35 to clarify how its asset management fee calculations are currently structured.

Response to Comment No. 13

In response to the Staff’s comment, the Company has enhanced the disclosures related to revenue generation and total net revenue on pages 35, 39, and 41 to include the significant components of total net revenue for the years ended December 31, 2014 and December 31, 2015 and to recognize that although net interest income was a significant component of prior years’ revenue, the Project Dependent Note program, through which most of the Company’s interest income in prior years was generated, has been indefinitely suspended, and is not expected to be a material part of the Company’s future revenue.

Ms. Sonia Gupta Barros

Division of Corporation Finance

September 27, 2016

Page 9

Response to Comment No. 14

In response to the Staff’s comment, the Company has revised the disclosure to note that the “Organization & Offering Expenses” may include “Selling Commissions”.

Response to Comment No. 15

In response to the Staff’s comment, the Company has included a footnote to the distribution chart on page 50 to disclose the amount of dividends that were paid in excess of cash flow from operations and that were sourced from offering proceeds by Fundrise Equity REIT, LLC for the quarter ended June 30, 2016, and respectfully advises the Staff that all of the dividends paid by Fundrise Real Estate Investment Trust, LLC were not in excess of cash flow.

Response to Comment No. 16

In response to the Staff’s comment, the Company has revised the footnote on page 50 to disclose that the PDN Portfolios were pre-set bundles of Project Dependent Notes that were made available for purchase by investors, and that, as with the other Project Dependent Notes, while certain amounts of securities remain outstanding, the offering of PDN Portfolios was suspended indefinitely in September 2016.

Ms. Sonia Gupta Barros

Division of Corporation Finance

September 27, 2016

Page 10

Response to Comment No. 17

In response to the Staff’s comment, the Company has revised the narrative disclosure to match the chart on page 52.

Response to Comment No. 18

In response to the Staff’s comment, the Company has revised the table to include significant employees, as well as revised the narrative disclosure to contain the biographies of each significant employee.

Response to Comment No. 19

In response to the Staff’s comment, the Company has revised the disclosure to include a description of its 2014 Stock Option and Grant Plan. Other than the 2014 Stock Option and Grant Plan, the Company does not have any other ongoing plans or arrangements whereby compensation may be paid in the future.

Response to Comment No. 20

The Company respectfully advises the Staff that, subsequent to the closing of its Series A round, it neither has had in the past two years nor proposes to have in the foreseeable future any transactions with Renren Lianhe Holdings of any amount. However, in response to the Staff’s comment, the Company has revised the disclosure contained in the section “Interest of Management and Others in Certain Transactions – Investments in Project Dependent Notes” to include disclosure regarding investments in Project Dependent Notes by Joe Chen (the Company’s Director and Renren, Inc.’s Chief Executive Officer).

Ms. Sonia Gupta Barros

Division of Corporation Finance

September 27, 2016

Page 11

Response to Comment No. 21

In response to the Staff’s comment, the Company has revised the disclosure to include the names of the parties to each of the above cited agreements.

Response to Comment No. 22

The Company respectfully advises the Staff that it does not believe that the Voting Agreement entered into on April 14, 2014 (the “Voting Agreement”) creates a beneficial ownership group because none of the actions contemplated by the Voting Agreement are triggered unless a majority of the outstanding shares entitled to vote on an issue have already voted in such way, meaning that the Voting Agreement does not control or dictate how shareholders must vote, but simply states that once a majority has concluded that an action is appropriate, the remaining shareholders will, to the extent required by the Voting Agreement, vote their shares in the same manner. Accordingly, the Company believes that the Voting Agreement does not create a beneficial ownership group because the signatories to the Voting Agreement have not agreed ahead of time to direct their votes, or allow someone else to direct their votes, in any manner.

In addition, the Company respectfully advises the Staff that it does not believe that the Voting Agreement confers beneficial ownership of the securities subject to the Voting Agreement upon the parties to the Voting Agreement because, as stated in the Staff’s Compliance and Disclosure Interpretation Question 105.06:

parties that do not have or share the power to vote or direct the vote of other parties’ shares would not beneficially own such shares solely as a result of entering into the voting agreement.

However, in light of the Staff’s comment, the Company has revised the disclosure to make clear that the Voting Agreement is only triggered if a majority of the outstanding shares eligible to vote on a matter have already voted for or against the matter in question.

Ms. Sonia Gupta Barros

Division of Corporation Finance

September 27, 2016

Page 12

In addition, to expedite the Staff’s review, included as Attachment A is a copy of the form of Voting Agreement that the Company intends to file as an exhibit to the Form 1-A in its first public filing.

Response to Comment No. 23

In response to the Staff’s comment, the Company has revised the disclosure on page 66 of the Amended Filing to disclose that an amendment of the rights and obligations of Class B Common Stock of the Company may also require the vote of the holders of a majority of shares of the Company’s preferred stock.

Response to Comment No. 24

In response to the Staff’s comment, the Company has revised the disclosure on page 68 of the Amended Filing to disclose the restrictions on repurchase or redemption of shares of capital stock of the Company.

Response to Comment No. 25

The Company respectfully advises the Staff that it is aware that, prior to its Form 1-A being declared qualified, the Company will be required to include the audit report of the other auditors upon which work by the Company’s auditors was relied upon and the related consent, and hereby undertakes to file such audit reports and related expert consents in a subsequent amendment to its Form 1-A.

Ms. Sonia Gupta Barros

Division of Corporation Finance

September 27, 2016

Page 13

Response to Comment No. 26

In response to the Staff’s comment, the Company has added additional disclosure regarding the nature of the Company’s non-controlling interest in consolidated entities to the section “Our Structure” on page 56 of the Amended Filing. The Company has also added disclosure regarding redemption provisions of our eREITs^TM to the section “Benefits to Our Investors” on page 49 of the Amended Filing.

Response to Comment No. 27

In response to the Staff’s comment, the Company has revised the exhibit table to include the Company’s 2014 Stock Option and Grant Plan, which it undertakes to file as an exhibit to the Form 1-A as part of its first public filing.

Other

The Company respectfully advises the Staff that it is aware that, prior to its Form 1-A being declared qualified, the Company will be required to update its financial statements to include interim financial statements for the semi-annual period ended June 30, 2016, and hereby undertakes to file such financial statements in a subsequent amendment to its Form 1-A.

* * * * *

Ms. Sonia Gupta Barros

Division of Corporation Finance

September 27, 2016

Page 14

The Company acknowledges that:

If you have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact me at (212) 813-8842 or Bjorn J. Hall at (202) 584-0550.

Attachment A

VOTING AGREEMENT

This Voting Agreement (the “Agreement”) is made and entered into as of April 14, 2014, by and among Rise Companies Corp., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock” or “Preferred Stock”), listed on the Schedule of Investors attached as Schedule A hereto (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Sections 11.8 or 11.9 below, the “Investors”), and the holders of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), listed on the Schedule of Key Holders attached as Schedule B hereto (together with any subsequent stockholders, or any transferees, who become parties hereto as “Key Holders” pursuant to Sections 11.8 or 11.9 below, the “Key Holders”). The Investors and the Key Holders are individually referred to herein as a “Stockholder” (and, together with the Company, a “Party”) and are collectively referred to herein as the “Stockholders” (and, together with the Company, the “Parties”). The Company’s Board of Directors is referred to herein as the “Board.”

RECITALS

WHEREAS, the Company and certain of the Investors have entered into that certain Series A Preferred Stock Purchase Agreement of even date herewith (the “Purchase Agreement”), which provides for, among other things, the purchase by such Investors of shares of the Company’s Series A Preferred Stock;

WHEREAS, the Company’s Restated Certificate (as the same may be amended and/or restated from time to time, the “Restated Certificate”) provides that (a) holders of shares of Common Stock, voting as a separate class, shall elect two (2) members of the Board (the “Common Directors”), (b) holders of shares of the Company’s Series A Preferred Stock, voting as a separate class, shall elect one (1) member of the Board (the “Series A Director”), and (c) holders of shares of Common Stock and holders of shares of Preferred Stock (on an as converted to Common Stock basis), voting together as a single class, shall be entitled to elect the remaining members of the Board (the “Independent Directors”); and

WHEREAS, to induce certain of the Investors to enter into the Purchase Agreement and purchase shares of Series A Preferred Stock thereunder, the Company, the holders of Series A Preferred Stock and the Key Holders desire to enter into this Agreement with such Investors.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1.                  Agreement to Vote. Each Investor, as a holder of Preferred Stock, hereby agrees on behalf of itself and any transferee or assignee of any such shares of Preferred Stock, to hold all of the shares of Preferred Stock registered in its name and any other securities of the Company subsequently acquired by such Investor in the future (and any securities of the Company issued with respect to, upon conversion of, or in exchange or substitution for such shares or other securities) (hereinafter collectively referred to as the “Investor Shares”) subject to, and to vote the Investor Shares at a regular or special meeting of stockholders (or by written consent) in accordance with, the provisions of this Agreement. Each Key Holder, as a holder of Common Stock, hereby agrees on behalf of itself and any transferee or assignee of any such shares of Common Stock, to hold all of such shares registered in its name and any other securities of the Company subsequently acquired by such Key Holder in the future (and any securities of the Company issued with respect to, upon conversion of, or in exchange or substitution for such shares or other securities) (hereinafter collectively referred to as the “Key Holder Shares”) subject to, and to vote the Key Holder Shares at a regular or special meeting of stockholders (or by written consent) in accordance with, the provisions of this Agreement. The Investor Shares and the Key Holder Shares are hereinafter collectively referred to as the “Shares”.

2.                  Voting Provisions Relating to the Board.

2.1              Board Size. Each Stockholder shall vote, or cause to be voted, at a regular or special meeting of stockholders (or by written consent) all Shares owned by such Stockholder (or as to which such Stockholder has voting power) to ensure that the size of the Board shall be set and remain at five (5) directors; provided, however, that such Board size may be subsequently increased or decreased pursuant to an amendment of this Agreement in accordance with Section 11.5 hereof.

2.2              Election of Directors.

(a)                In any election of directors of the Company to elect the Common Directors, Stockholders holding shares of Common Stock shall each vote at any regular or special meeting of stockholders (or by written consent) all shares of Common Stock then owned by them (or as to which they then have voting power) to elect two (2) directors nominated by the holders of a majority of the then outstanding shares of Common Stock, one of which directors shall be the Company’s Chief Executive Officer (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Company’s Chief Executive Officer, Stockholders holding shares of Common Stock shall promptly vote their respective shares (i) to remove the former Chief Executive Officer from the Board if such person has not resigned as a member of the Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as appointed by the Board (excluding such former CEO Director) as the new CEO Director.

(b)               In any election of directors of the Company to elect the Series A Director, Stockholders holding shares of Series A Preferred Stock shall each vote at any regular or special meeting of stockholders (or by written consent) all shares of Series A Preferred Stock then owned by them (or as to which they then have voting power) to elect one (1) director nominated by the holders of a majority of the then outstanding shares of Series A Preferred Stock.

(c)                In any election of directors of the Company to elect an Independent Director, the Stockholders shall each vote at any regular or special meeting of stockholders (or by written consent) all Shares then owned by them (or as to which they then have voting power) to elect two (2) Independent Directors having relevant industry experience relating to the Company’s business nominated by the holders of a majority of the then outstanding shares of Common Stock and Preferred Stock, voting as a single class on an as converted to Common Stock basis.

(d)               In the absence of any nomination from the persons with the right to nominate a director as specified above, the director or directors previously nominated by such persons and then serving shall be reelected if still eligible to serve as provided herein.

(e)                To the extent that the application of subsections 2.2(a) through 2.2(d) above shall result in the designation of less than all of the authorized directors, then any remaining directors shall be nominated and elected by the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate.

2.3              Removal; Vacancies. Any director of the Company may be removed from the Board in the manner allowed by law and the Restated Certificate and Bylaws, but with respect to any director nominated pursuant to subsections 2.2(a), 2.2(b) or 2.2(c) above, only upon the vote or written consent of the Stockholders (or other persons) entitled to nominate such director. Any vacancy created by the resignation, removal or death of a director elected pursuant to Section 2.2 above shall be filled pursuant to the provisions of Section 2.2.

3.                  Vote to Increase Authorized Common Stock. Each Stockholder agrees to vote or cause to be voted all Shares owned by such Stockholder, or over which such Stockholder has voting control, from time to time and at all times, in whatever manner as shall be necessary to increase the number of authorized shares of Common Stock from time to time to ensure that there will be sufficient shares of Common Stock available for conversion of all of the shares of Preferred Stock outstanding at any given time.

4.                  Drag Along Right.

4.1              Actions to be Taken. In the event that (i) the Board, (ii) the holders of a majority of the outstanding shares of Common Stock and (iii) the holders of a majority of the outstanding shares of Preferred Stock (the “Requisite Parties”) approve a transaction or series of related transactions that qualifies as a “Liquidation Event” as defined in the Restated Certificate (any such transaction or series of related transactions are referred to herein as a “Sale of the Company”), then each Stockholder hereby agrees with respect to all Shares which it own(s) or over which it otherwise exercises voting or dispositive authority:

(a)                in the event such transaction is to be brought to a vote at a stockholder meeting, after receiving proper notice of any meeting of stockholders of the Company, to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of shares of voting securities, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings;

(b)               to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of such Sale of the Company and in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company;

(c)                to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company;

(d)               to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company;

(e)                if the Sale of the Company is structured as a sale of stock of the Company, each Stockholder shall agree to sell his, her or its Shares on the terms and conditions approved by the Requisite Parties; and

(f)                in the event that in connection with such Sale of the Company, the Requisite Parties appoint a stockholder representative (the “Stockholder Representative”) with respect to matters affecting the Stockholders under the applicable definitive transaction agreements following consummation of such Sale of the Company, to consent to (i) the appointment of such Stockholder Representative, (ii) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (iii) the payment of such Stockholder’s pro rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such Stockholder Representative in connection with such Stockholder Representative’s services and duties in connection with such Sale of the Company and its related service as the representative of the Stockholders.]

4.2              Exceptions. Notwithstanding the foregoing, a Stockholder will not be required to comply with Section 4.1 above in connection with any proposed Sale of the Company (the “Proposed Sale”) unless:

(a)                any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Stockholder’s Shares, including, without limitation, representations and warranties that (i) the Stockholder holds all right, title and interest in and to the Shares such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquiror and are enforceable against the Stockholder in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency by which such Stockholder is subject or bound;

(b)               the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders);

(c)                the liability for indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders), and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Proposed Sale (in accordance with the provisions of the Restated Certificate);

(d)               liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder;

(e)                upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Liquidation Event (assuming for this purpose that the Proposed Sale is a Liquidation Event) in accordance with the Restated Certificate in effect immediately prior to the Proposed Sale; and

(f)                subject to subsection 4.2(e) above, requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any holders of a series or class of capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such series or class of capital stock will be given the same option.

5.                  Legend on Share Certificates. Each certificate representing any Shares shall be endorsed by the Company with a legend reading substantially as follows:

“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE ISSUER), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT.”

6.                  Covenant of the Company. The Company will not, by any voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be performed hereunder by the Company.

7.                  No Liability for Election of Recommended Directors. Neither any Party to this Agreement, nor any officer, director, stockholder, partner, employee or agent of any such Party, makes any representation or warranty as to the fitness or competence of the nominee of any Party hereunder to serve on the Board by virtue of such Party’s execution of this Agreement or by the act of such Party in voting for such nominee pursuant to this Agreement. No Stockholder, nor any affiliate of any Stockholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Stockholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

8.                  Grant of Proxy. Upon the failure of any Stockholder to vote its Shares in accordance with the terms of this Agreement, such Stockholder hereby grants to a stockholder designated by the Board a proxy coupled with an interest in all Shares owned by such Stockholder, which proxy shall be irrevocable until this Agreement terminates pursuant to its terms or this Section 8 is amended to remove such grant of proxy in accordance with Section 11.5 hereof, to vote all such Shares in the manner provided in Sections 2, 3 and 4 hereof.

9.                  Specific Enforcement. It is agreed and understood that monetary damages would not adequately compensate an injured Party for the breach of this Agreement by any other Party, that this Agreement shall be specifically enforceable, and that any breach or threatened breach of this Agreement shall be the proper subject of a temporary or permanent injunction or restraining order. Further, each Party hereto waives any claim or defense that there is an adequate remedy at law for such breach or threatened breach.

10.              Execution by the Company. The Company, by its execution in the space provided below, agrees that it will cause the certificates evidencing the Shares issued after the date hereof to bear the legend required by Section 5 hereof, and it shall supply, free of charge, a copy of this Agreement to any holder of a certificate evidencing shares of capital stock of the Company upon written request from such holder to the Company at its principal office. The Parties hereto do hereby agree that the failure to cause the certificates evidencing the Shares to bear the legend required by Section 5 hereof and/or failure of the Company to supply, free of charge, a copy of this Agreement, as provided under this Section 10, shall not affect the validity or enforcement of this Agreement.

11.              Miscellaneous.

11.1          Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

11.2          Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively given upon the earlier to occur of actual receipt or: (a) upon personal delivery to the Party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; or if not, then on the next business day, (c) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective Parties at the addresses set forth on the signature pages attached hereto (or at such other addresses as shall be specified by notice given in accordance with this Section 11.2).

11.3          Term. This Agreement shall terminate and be of no further force or effect upon the earliest to occur of: (a) the consummation of the Company’s sale of its Common Stock or other securities in a firm commitment underwritten public offering with aggregate proceeds in excess of $35,000,000 pursuant to a registration statement under the Securities Act of 1933, as amended (other than a registration statement relating either to sale of securities to employees of the Company pursuant to its stock option, stock purchase or similar plan or a SEC Rule 145 transaction) or (b) the consummation of a Liquidation Event, provided that Section 4 shall survive the termination of this Agreement in connection with a Liquidation Event to the extent necessary to enforce the provisions of Section 4 by their terms.

11.4          Manner of Voting. The voting of shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law.

11.5          Amendments and Waivers. Any term hereof may be amended and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of (a) the Company, (b) the holders of a majority of the then outstanding Shares held by the Key Holders who are then providing services to the Company as officers or employees and (c) the holders of a majority of the then outstanding Shares held by the Investors. Notwithstanding the foregoing, (i) the provisions of Section 2.2(a) may be amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the holders of a majority of the then outstanding shares of Common Stock, (ii) the provisions of Section 2.2(b) may be amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the of the holders of a majority of the then outstanding shares of Series A Preferred Stock, and (iii) the provisions of Section 2.2(c) may be amended and the observance of any term thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the holders of a majority of the then outstanding shares of Common Stock and Preferred Stock, voting as a single class on an as converted to Common Stock basis. Any amendment or waiver so effected shall be binding upon all the Parties hereto and all Parties’ respective successors and permitted assigns, whether or not any such Party, successor or assign entered into or approved such amendment or waiver. Notwithstanding the foregoing, any provision hereof may be waived by the waiving Party on such Party’s behalf, without the written consent of any other Party.

11.6          Stock Splits, Stock Dividends, etc. In the event of any issuance of shares of the Company’s voting securities hereafter to any of the Parties hereto (including, without limitation, in connection with any stock split, stock dividend, recapitalization, reorganization or the like), such shares shall become subject to this Agreement and shall be endorsed with the legend set forth in Section 5.

11.7          Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. The Parties further agree to use good faith efforts to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

11.8          Binding Effect on Transferees, Heirs, Successors and Assigns. In addition to any restriction on transfer that may be imposed by any other agreement by which any Party hereto may be bound, this Agreement shall be binding upon the Parties, their respective transferees, heirs, successors and assigns; provided that for any such transfer to be deemed effective, the transferee shall have executed and delivered to the Company in advance an Adoption Agreement substantially in the form attached hereto as Exhibit A (the “Adoption Agreement”). The Company shall not record any transfer of Shares on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 11.8. Upon the execution and delivery of an Adoption Agreement by a transferee reasonably acceptable to the Company, such transferee shall be deemed to be a Party hereto as if such transferee were the transferor and such transferee’s signature appeared on the signature pages hereto and shall be deemed to be an Investor and Stockholder, or Key Holder and Stockholder, as applicable. By its execution hereof or of any Adoption Agreement, each of the Stockholders appoints the Company as its attorney-in-fact for the purpose of executing any Adoption Agreement which may be required to be delivered hereunder. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties hereto or their respective transferees, heirs, successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

11.9          Additional Parties.

(a)                Notwithstanding Section 11.5, no consent shall be necessary to add additional Investors as signatories to this Agreement, provided that such Investors have (i) purchased Series A Preferred Stock pursuant to the subsequent closing provisions of Section 1.3 of the Purchase Agreement and (ii) executed and delivered either (A) an Adoption Agreement substantially in the form attached hereto as Exhibit A or (B) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person thereafter shall be deemed an Investor and Stockholder for all purposes under this Agreement.

(b)               In the event that after the date of this Agreement, the Company enters into an agreement with any person to issue shares of capital stock to such person (other than to a purchaser of Series A Preferred Stock described in Section 11.9(a) above), following which such person would hold Shares representing one percent (1%) or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock issuable upon exercise or conversion of all then outstanding options, warrants or convertible securities (whether or not then exercisable or convertible) as outstanding), then (i) the Company shall cause such person, as a condition precedent to the issuance of such capital stock, to become a party to this Agreement by executing an Adoption Agreement substantially in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Key Holder and Stockholder hereunder and thereafter such person shall be deemed a Key Holder and Stockholder for all purposes under this Agreement and (ii) notwithstanding Section 11.5, no consent shall be necessary to add such person as a signatory to this Agreement.

11.10      Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York as applied to agreements among New York residents entered into and to be performed entirely within New York.

11.11      Entire Agreement. This Agreement (including the Schedules and Exhibits hereto) constitutes the full and entire understanding and agreement among the Parties with respect to the subject matter hereof and thereof, and supersedes all other agreements of the Parties relating to the subject matter hereof and thereof.

11.12      Counterparts; Facsimile. This Agreement may be executed and delivered by facsimile signature and in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11.13      Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Party under this Agreement, upon any breach or default of any other Party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence thereto, or of any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default previously or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party of any breach or default under this Agreement, or any waiver on the part of any Party of any provision or condition of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any Party, shall be cumulative and not alternative.

11.14      Further Assurances. At any time or from time to time after the date hereof, the Parties agree to cooperate with each other, and at the request of any other Party, to execute and deliver any further instruments or documents and to take all such further action as the other Party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the Parties hereunder.

11.15      Aggregation. All Shares held or acquired by a Stockholder and/or its affiliates shall be aggregated together for the purpose of determining the availability of any rights under this Agreement, and such affiliated persons may apportion such rights as among themselves in any manner they deem appropriate.

11.16      No Conflicting Agreements(a). Except for this Voting Agreement, neither any of the Stockholders nor any affiliates thereof shall deposit any shares of capital stock of the Company beneficially owned by such Stockholder or affiliate in a voting trust or subject any such shares of capital stock to any arrangement or agreement with respect to the voting of such shares of capital stock.

11.17      Arbitration. Any controversy between the Parties hereto involving any claim arising out of or relating to this Agreement, will be submitted to and be settled by final and binding arbitration in New York City, New York, in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association (the “AAA”), and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Such arbitration shall be conducted by three (3) arbitrators chosen by the Company, the Investors and the Key Holders, or failing such agreement, an arbitrator appointed by the AAA. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with the New York Code of Civil Procedure, the arbitrator shall be required to provide in writing to the Parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings.

11.18      Spousal Consent. If any individual Stockholder is married on the date of this Agreement, such Stockholders’ spouse shall execute and deliver to the Company a Consent of Spouse in the form attached hereto as Exhibit B (“Consent of Spouse”), effective on the date hereof. Notwithstanding the execution and delivery thereof, such Consent of Spouse shall not be deemed to confer or convey to the spouse any rights in such Stockholder’s Shares that do not otherwise exist by operation of law or the agreement of the Parties. If any individual Stockholder should marry or remarry subsequent to the date of this Agreement, such Stockholder shall within thirty (30) days thereafter obtain his or her new spouse’s acknowledgement of and consent to the existence and binding effect of all restrictions contained in this Agreement by causing such spouse to execute and deliver a Consent of Spouse acknowledging the restrictions an obligations contained in this Agreement and agreeing and consenting to the same.

EXHIBIT A

ADOPTION AGREEMENT

This Adoption Agreement (“Adoption Agreement”) is executed by the undersigned (the “Holder”) pursuant to the terms of that certain Voting Agreement dated as of April 14, 2014 (the “Agreement”) by and among the Company and certain of its stockholders. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Adoption Agreement, the Holder agrees as follows:

1.                  Acknowledgment. Holder acknowledges that Holder is acquiring certain shares of the capital stock of the Company (the “Stock”), for one of the following reasons (Check the appropriate box):

2.                  Agreement. Holder (a) agrees that the Stock acquired by Holder shall be bound by and subject to the terms of the Agreement, and (b) hereby adopts the Agreement with the same force and effect as if Holder were originally a Party thereto.

3.                  Notice. Any notice required or permitted by the Agreement shall be given to Holder at the address listed beside Holder’s signature below.

EXECUTED AND DATED this ______ day of _________________, 20___.

EXHIBIT B

CONSENT OF SPOUSE

I, [__________________________], spouse of [___________________], acknowledge that I have read the Voting Agreement, dated as of [_____ __], 2014, to which this Consent of Spouse is attached as Exhibit B (the “Agreement”), and that I know the contents of the Agreement. I am aware that the Agreement contains provisions regarding the voting and transfer of shares of capital stock of Company (as defined in the Agreement) that my spouse may own, including any interest I might have therein.

I hereby agree that my interest, if any, in any shares of capital stock of the Company subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community property interest I may have in such shares of capital stock of the Company shall be similarly bound by the Agreement.

I am aware that the legal, financial and related matters contained in the Agreement are complex and that I am free to seek independent professional guidance or counsel with respect to this Consent of Spouse. I have either sought such guidance or counsel or determined after reviewing the Agreement carefully that I will waive such right.

Goodwin Procter LLP Counsellors at Law New York Times Building 620 Eighth Avenue New York, NY 10018

T: 212.813.8800 F: 212.355.3333 goodwinprocter.com

November 16, 2016

VIA EDGAR

Draft Offering Statement on Form 1-A

Submitted September 28, 2016
CIK No. 0001640967

Dear Ms. Gowetski:

This letter is submitted on behalf of Rise Companies Corp., (the “Company”) in response to comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated October 18, 2016 (the “Comment Letter”) with respect to Amendment No. 1 to the Company’s Offering Statement on Form 1-A (CIK No. 0001640967) filed with the Commission on September 28, 2016, relating to the Company’s offering of common stock (the “Offering Statement”). The responses provided are based upon information provided to Goodwin Procter LLP by the Company. The Company is concurrently filing Amendment No. 2 to the Offering Statement (the “Amended Filing”), which includes changes in response to the Staff’s comments as well as other revisions.

For your convenience, the Staff’s numbered comments set forth in the Comment Letter have been reproduced in italics herein with responses immediately following each comment. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Offering Statement, and page references in the responses refer to the Amended Filing. Defined terms used herein but not otherwise defined have the meanings given to them in the Amended Filing.

General

Response to Comment No. 1

In response to the Staff’s comment, we have communicated with Ms. Plesset in the Division of Investment Management, and will discuss any Investment Company Act and Investment Advisers Act matters directly with Ms. Plesset. 

Offering Circular Cover Page

Response to Comment No. 2

In response to the Staff’s comment, the Company has revised the cover page to include the legend required by Part II(a)(5) of Form 1-A, which was inadvertently deleted from the prior filing.

Offering Circular Summary

Rise Companies Corp., page 3

Response to Comment No. 3

In response to the Staff’s comment, the Company has revised its disclosure to include each of the eREITs^TM that the Company has sponsored which currently have qualified offerings under Regulation A, including Income eREIT^TM, Growth eREIT^TM, Fundrise East Coast Opportunistic REIT, LLC, Fundrise West Coast Opportunistic REIT, LLC and Fundrise Midland Opportunistic REIT, LLC.

Management’s Discussion and Analysis, page 35

Response to Comment No. 4

Due to the regulatory uncertainty surrounding the ability of an online platform to sponsor both public offerings under Regulation A and private offerings under Rule 506(b), in September 2016, the Company voluntarily suspended its Rule 506(b) program indefinitely; however, given that the revenue derived from the Rule 506(b) program was mostly in the form of origination fees, the Company does not anticipate that the suspension of this program will have a material effect on its revenue, as the Company anticipates that its origination volume will not be materially and adversely affected by the suspension of the Rule 506(b) program.

Security Ownership of Management and Certain Securityholders, page 65

Response to Comment No. 5

In response to the Staff’s comment, the Company will file an executed Voting Agreement when it files the initial offering statement. The exhibit index has been revised to delete the reference to “Form of”. In addition, the Company has revised its disclosure to include the beneficial ownership group created as a result of the Voting Agreement (see page 65 of the Amended Filing).

Response to Comment No. 6

In response to the Staff’s comment, the Company has revised its disclosure to describe the beneficial ownership conferred upon Renren Lianhe Holdings as a result of the Voting Agreement (see page 65 of the Amended Filing).

Index to Financial Statements of Rise Companies Corp.

Notes to Consolidated Financial Statements

3. Summary of Significant Accounting Policies

New Accounting Standards Not Yet Adopted, page F-16

Response to Comment No. 7

Please note that the Amended Filing includes interim financials as of and for the six month period ended June 30, 2016 and the corresponding six month period ended June 30, 2015 (“Interim Financials”). In response to the Staff's comment, the Company has included in the New Accounting Standards Not Yet Adopted section of the Interim Financials, additional disclosure to reflect the appropriate period applicable to Emerging Growth Companies.

13. Stockholders’ Equity, page F-25

Response to Comment No. 8

In response to the Staff’s comment, the Company has included in the Interim Financials an additional, footnote disclosure describing the nature of the Company’s non-controlling interests in consolidated entities and related redemption provisions. See Note 3, Summary of Significant Accounting Policies, Non-Controlling Interests in Consolidated Entities under the header “eREITs.” See also Note 8, Non-Controlling Interests in Consolidated Entities.

With respect to the portion of the Company’s non-controlling interest that relates to Fundrise Real Estate Investment Trust, LLC (the “Income eREIT^TM”), the Company believes that classification of this item in permanent equity is appropriate and complies with ASC 480-10-S99-3A because (1) the decision to redeem shares is ultimately at the discretion of the Manager and not the requesting shareholder, and (2) affiliates of the Manager (such as Rise Companies) are prohibited from requesting redemption under the redemption plan.

* * * * *

If you have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact me at (212) 813-8842 or Bjorn J. Hall at (202) 584-0550.

[Enclosures:]

Benjamin S. Miller, Chief Executive Officer

Bjorn J. Hall, General Counsel and Corporate Secretary

Rise Companies Corp.

Matt Schoenfeld, Esq.

Goodwin Procter LLP

Goodwin Procter LLP Counsellors at Law New York Times Building 620 Eighth Avenue New York, NY 10018

T: 212.813.8800 F: 212.355.3333 goodwinprocter.com

December 16, 2016

VIA EDGAR

Ms. Jennifer Gowetski

Senior Counsel, Office of Real Estate and Commodities

U.S. Securities and Exchange Commission

Division of Corporation Finance – Office of Real Estate & Commodities

100 F Street, N.E.

Washington, D.C. 20549-3010

Draft Offering Statement on Form 1-A

Submitted November 23, 2016
CIK No. 0001640967

Dear Ms. Gowetski:

This letter is submitted on behalf of Rise Companies Corp., (the “Company”) in response to comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in a letter dated December 8, 2016 (the “Comment Letter”) with respect to Amendment No. 3 to the Company’s Offering Statement on Form 1-A (CIK No. 0001640967) filed with the Commission on November 23, 2016, relating to the Company’s offering of common stock (the “Offering Statement”). The responses provided are based upon information provided to Goodwin Procter LLP by the Company. The Company is concurrently filing Amendment No. 4 to the Offering Statement (the “Amended Filing”), which includes changes in response to the Staff’s comments as well as other revisions.

For your convenience, the Staff’s numbered comments set forth in the Comment Letter have been reproduced in italics herein with responses immediately following each comment. Unless otherwise indicated, page references in the descriptions of the Staff’s comments refer to the Offering Statement, and page references in the responses refer to the Amended Filing. Defined terms used herein but not otherwise defined have the meanings given to them in the Amended Filing.

Ms. Jennifer Gowetski

Division of Corporation Finance

December 16, 2016

Page 2

Management’s Discussion and Analysis of Financial Condition and Results of Operation

Key Operating and Financial Metrics

Comparison of Six-Months ended June 30, 2015 and 2016, page 41

Response to Comment No. 1

In response to the Staff’s comment, the Company reviewed the comparison information contained in the Key Operating and Financial Metrics section and updated the financial information accordingly, including the discussion of gross origination and other acquisition fee revenue. Note that gross origination fees are slightly lower than net origination fees in the added comparative figures due to amortization of prior year net origination fees and costs that the Company included in net origination fee income, but are excluded from gross origination fee income for the six-months ended June 30, 2016. 

Directors, Executive Officers and Significant Employees

Recent Developments Regarding a Former Executive Officer, page 60

Response to Comment No. 2

In response to the Staff’s comment, the Company has revised its disclosure regarding the Public Accounting Firm’s report to be consistent with Item 17.11(a)(ii) of Part III to Form 1-A as well as Question 233.02 of the CD&I. Item 11.11(a)(ii) requires the written consent of the expert that “authored any portion of a report quoted or summarized as such in the offering statement, expressly stating their consent to the use of such quotation or summary.”

In the context of a registration statement under the Securities Act of 1933, as amended, the Staff has addressed the requirement of written consents in Question 233.02 of the CD&I. Specifically, the Staff clarified that a written consent is not required “simply because the registrant used or relied on the third party expert’s report . . . in connection with the preparation of a Securities Act registration statement.” Rather, the Staff explained that the key issue was whether the “related statement included or incorporated in a registration statement is a statement of the third party expert or a statement of the registrant.” The Staff went on to note that a written consent would not be required in a situation where “the disclosure states that management or the board prepared the purchase price allocations and in doing so considered or relied in part upon a report of a third party expert, or provides similar disclosure that attributes the purchase price allocation figures to the registrant and not the third party expert. . . .”

Ms. Jennifer Gowetski

Division of Corporation Finance

December 16, 2016

Page 3

The Company believes its revised disclosure on page 60 of the Amended Submission comes within the Staff’s clarification in Question 233.02 of the CD&I. Specifically, the Company has revised its disclosure to attribute its findings with respect to Mr. McCord’s allegations to the Company’s own investigation after considering or relying upon the report of the Independent Accounting Firm:

Based on the results of its own investigation, as supported by the report of the Independent Accounting Firm, our sponsor continues to believe that that there is no merit or reasonable basis to Mr. McCord’s allegations.

In addition, the Company has revised its disclosure to attribute its findings with respect to the sponsor’s Project Dependent Note investment program to the Company’s own analysis after considering or relying upon the Independent Accounting Firm’s review:

Finally, the Independent Accounting Firm was engaged to review the cash inflows and outflows with respect to our sponsor’s Project Dependent Note (defined below) investment program. Based on such review, which included tracing funds to the applicable investment and bank statements, our sponsor concluded that all funds received and distributed (through interest and repayment) were appropriately accounted for without exception.

Ms. Jennifer Gowetski

Division of Corporation Finance

December 16, 2016

Page 4

Financial Statements as of and for the six months ended June 30, 2016

Summary of Significant Accounting Policies

Revenue Recognition, page F-38

Response to Comment No. 3

When the Company originates real estate debt investments and holds such investments in a wholly-owned subsidiary of the Company, loan origination fees and direct loan origination costs are deferred and recognized over the life of the loan as an adjustment to yield in accordance with ASC 310-20-35-2. The loan origination fees and related direct loan origination costs are offset, and the net amount is amortized into yield.

With respect to real estate debt and joint venture equity investments in which the Company originates and performs underwriting services, but which are ultimately acquired by an entity sponsored by the Company (such as one of the eREITs^TM), the Company treats such fees as loan placement fees in accordance with industry guidance. These fees are paid to the Company at closing of an acquisition, generally from the unrelated borrower entity or joint-venture, and the Company recognizes such loan placement fees as revenues once all significant services have been rendered with respect to such acquisition (which generally occurs concurrently with the closing of the acquisition).

The Company considered the fact that the eREITs^TM are consolidated into the Company’s financial statements, and determined that recognizing loan placement fees in full at closing of an acquisition by an eREIT^TM is appropriate given that, once an acquisition is closed, the Company neither bears an economic risk with respect to such acquisition nor is entitled to receive economic reward (other than in its capacity as Manager of an eREIT^TM, for which the Company receives an asset management fee). Regardless of how an asset performs in the future, the Company’s origination fees are fixed upon closing. Thus, the Company believes that amortizing such fees into the yield of an investment held by one of the eREITs^TM would not reflect the substance of the acquisition transaction or the contractual arrangement between the Company and the eREITs^TM.

Finally, the Company has advised that its revenue recognition policy with respect to these fees provides the most accurate representation of i income for prospective investors who may analyze its acquisition-related fees.

Real Estate Debt Investments, page F-40

Response to Comment No. 4

The Company’s allowance for loan impairment is maintained at an amount management deems adequate to cover inherent loan losses at a given balance sheet date. The Company has implemented and adheres to an internal review system and impairment allowance methodology designed to provide for the detection of potentially impaired receivables and an adequate allowance to cover loan losses.

Ms. Jennifer Gowetski

Division of Corporation Finance

December 16, 2016

Page 5

In determining the allowance for loan impairment, the Company evaluates the loans on an individual basis, including an analysis of the borrower’s credit worthiness, cash flows and financial status, and the condition and estimated value of the collateral. These amounts may be adjusted based on an analysis of macroeconomic and other trends that are likely to affect the borrower’s ability to repay the loan according to loan terms. The Company performs this analysis quarterly using the reporting it receives from borrowers on a quarterly basis and through direct communication with borrowers about the assets that they manage.

The Company considers a loan to be impaired when, based on current information and events, it believes it probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impairment losses are included in the allowance for loan impairment through a charge to allowance for loan impairment. Adjustments to impairment losses due to changes in the fair value of collateral of impaired loans are included in the allowance for loan impairment. Upon disposition of an impaired loan, loss of principal, if any, is recorded through a charge-off to the allowance for loan impairment.

When the Company determines that no loans are individually impaired pursuant to Topic 310, it evaluates its loan pools for potential impairment using the general loss contingency guidance in Topic 450.

Accordingly, the Company has updated the footnotes to its financial statements for the six-month period ended June 30, 2016, to reflect the above.

Ms. Jennifer Gowetski

Division of Corporation Finance

December 16, 2016

Page 6

Deferred Costs of eREITS, page F-40

Response to Comment No. 5

The deferred costs referenced as of June 30, 2016 relate solely to offering costs, and the Company has revised the note in the financial statements to correct this description. Organizational costs of the eREITs^TM are expensed as incurred, and have never been deferred in the Company’s financial statements.

The Company determined it was appropriate to amortize offering costs of the eREITs^TM based on the mechanism by which capital is raised by the eREITs^TM under Regulation A. After analyzing various industry-based guidance in the Accounting Standards Codification, SEC Staff Accounting Bulletin Topic 5.A, Expenses of Offering, and the Division of Corporate Finance’s Financial Reporting Manual, Topic 7, Related Party Matters, the Company determined that it is appropriate to defer offering costs and charge such costs against proceeds of the various offerings of the eREITs^TM. When determining the rate at which to charge such costs in the context of an offering whereby an eREIT^TM would be able to raise up to $50 million in gross offering proceeds over a time period the length of which could not be reasonably estimated, the Company determined that its fact pattern was most similar to that of unit investment trusts, which have characteristics of both closed-end and open-end funds. Unit investment trusts are required by ASC 946-20-35-6 to charge offering costs against paid-in capital on a pro rata basis as the units or shares are issued or sold by the trust. Similarly, the Company charges its offering costs against equity of the eREITs^TM on a pro rata basis based on the proportion of gross proceeds raised to date to the total gross proceeds expected to be raised when the offering is complete.

As such, the remaining offering costs still subject to deferral relate to those eREITs^TM that have not yet completed their offerings, either by successfully raising $50 million or by a decision of the Manager of the eREIT to terminate its offering.

* * * * *

Ms. Jennifer Gowetski

Division of Corporation Finance

December 16, 2016

Page 7

If you have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact me at (212) 813-8842 or Bjorn J. Hall at (202) 584-0550.

[Enclosures:]

Benjamin S. Miller, Chief Executive Officer

Bjorn J. Hall, General Counsel and Corporate Secretary

Rise Companies Corp.

Matt Schoenfeld, Esq.

Goodwin Procter LLP

Goodwin Procter LLP Counsellors at Law New York Times Building 620 Eighth Avenue New York, NY 10018

T: 212.813.8800 F: 212.355.3333 goodwinprocter.com

January 5, 2017

VIA EDGAR

Submitted December 29, 2016
CIK No. 0001640967

Dear Mr. Kluck:

This letter is submitted on behalf of Rise Companies Corp., (the “Company”) in response to a verbal comment from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on January 5, 2017 (the “Verbal Comment”) with respect to the Company’s Offering Statement on Form 1-A (CIK No. 0001640967) filed with the Commission on December 29, 2016, relating to the Company’s offering of common stock (the “Offering Statement”). The response provided is based upon information provided to Goodwin Procter LLP by the Company. The Company is concurrently filing for public review the Offering Statement (the “Amended Filing”), which includes changes in response to the Staff’s comments.

For your convenience, the Staff’s comment set forth in the Verbal Comment has been reproduced in italics herein with a response immediately following such comment. Unless otherwise indicated, page references in the descriptions of the Staff’s comment refer to the Offering Statement, and page references in the response refers to the Amended Filing. Defined terms used herein but not otherwise defined have the meanings given to them in the Amended Filing.

Part III - Exhibits

Response to Comment No. 1

In response to the Staff’s comment, the Company has included with Exhibit 15.6 of its Amended Filing our previous e-mail correspondence regarding the Public Accounting Firm’s report, as well as included such correspondence as Appendix A to this letter.

* * * * *

If you have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact me at (212) 813-8842 or Bjorn J. Hall at (202) 584-0550.

[Enclosures:]

Benjamin S. Miller, Chief Executive Officer

Bjorn J. Hall, General Counsel and Corporate Secretary

Rise Companies Corp.

Matt Schoenfeld, Esq.

Goodwin Procter LLP

Appendix A