0001104659-20-005648.txt : 20200122 0001104659-20-005648.hdr.sgml : 20200122 20200121192609 ACCESSION NUMBER: 0001104659-20-005648 CONFORMED SUBMISSION TYPE: 1-A/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20200122 DATE AS OF CHANGE: 20200121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FUNDRISE REAL ESTATE INVESTMENT TRUST, LLC CENTRAL INDEX KEY: 0001645583 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 320467957 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 1-A/A SEC ACT: 1933 Act SEC FILE NUMBER: 024-11140 FILM NUMBER: 20537340 BUSINESS ADDRESS: STREET 1: 11 DUPONT CIRCLE NW STREET 2: 9TH FL CITY: WASHINGTON STATE: DC ZIP: 20036 BUSINESS PHONE: 2025840550 MAIL ADDRESS: STREET 1: 11 DUPONT CIRCLE NW STREET 2: 9TH FL CITY: WASHINGTON STATE: DC ZIP: 20036 1-A/A 1 primary_doc.xml 1-A/A LIVE 0001645583 XXXXXXXX 024-11140 true FUNDRISE REAL ESTATE INVESTMENT TRUST, LLC DE 2015 0001645583 6798 32-0467957 0 0 11 Dupont Circle, NW, 9th Floor Washington DC 20036 202-584-0550 Bjorn Hall Other 34232000.00 0.00 73953000.00 0.00 113709000.00 92000.00 0.00 4511000.00 109198000.00 113709000.00 4429000.00 516000.00 0.00 3913000.00 0.39 0.39 RSM US LLP (above values unaudited) Common Shares 12395575 000000N/A N/A N/A 0 000000N/A N/A N/A 0 000000N/A N/A true true Tier2 Audited Equity (common or preferred stock) Y Y N Y N N 1322729 12395575 10.0000 13227289.00 0.00 36772711.00 0.00 50000000.00 RSM US LLP 5000.00 Goodwin Procter LLP 40000.00 13182289.00 Minus expenses. true AL AK AZ AR CA CO CT DE DC FL GA HI ID IL IN IA KS KY LA ME MD MA MI MN MS MO MT NE NV NH NJ NM NY NC ND OH OK OR PA PR RI SC SD TN TX UT VT VA WA WV WI WY true PART II AND III 2 tm205511d1_partiiandiii.htm PART II AND III

 

Explanatory Note

 

Fundrise Real Estate Investment Trust, LLC (the “Company”) has prepared this form 1-A/A solely for the purpose of re-filing the exhibit set forth below to include the date of the Consent of RSM US LLP.

 

 

 

 

 

PART III – EXHIBITS

 

Index to Exhibits

 

Exhibit No.   Description
2.1*   Certificate of Formation (incorporated by reference to the copy thereof submitted as Exhibit 2.1 to the Company’s DOS/A filed on October 2, 2015)
2.2*   Form of Amended and Restated Operating Agreement
4.1*   Form of Subscription Package (included in the offering circular as Appendix A)
6.1*   Form of License Agreement between Fundrise Real Estate Investment Trust, LLC and Fundrise, LLC (incorporated by reference to the copy thereof submitted as Exhibit 6.1 to the Company’s DOS/A filed on October 2, 2015)
6.2*   Form of Distribution Support Agreement between Fundrise Real Estate Investment Trust, LLC and Fundrise, LP (incorporated by reference to the copy thereof submitted as Exhibit 6.2 to the Company’s DOS/A filed on October 30, 2015)
6.3*   Form of Shared Services Agreement between Rise Companies Corp. and Fundrise Advisors, LLC (incorporated by reference to the copy thereof submitted as Exhibit 6.3 to the Company’s DOS/A filed on October 30, 2015)
11.1*   Consent of Goodwin Procter LLP (included in Exhibit 12.1)
11.2**   Consent of RSM US LLP
12.1*   Opinion of Goodwin Procter LLP as to the legality of the securities being qualified

 

*Previously filed
**Filed herewith

 

III-1

 

 

SIGNATURES

 

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Washington, D.C., on January 21, 2020.

 

  Fundrise Real Estate Investment Trust, LLC 
  By: Fundrise Advisors, LLC, its manager
     

  By: /s/ Benjamin S. Miller
    Name:  Benjamin S. Miller
    Title:   Chief Executive Officer

 

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Benjamin S. Miller   Chief Executive Officer of   January 21, 2020
Benjamin S. Miller  

Fundrise Advisors, LLC

(Principal Executive Officer)

    
         
/s/ Benjamin S. Miller   Interim Chief Financial Officer and Treasurer of   January 21, 2020
Benjamin S. Miller   Fundrise Advisors, LLC    
   

(Principal Financial Officer and

Principal Accounting Officer)

    

 

 

III-2

 

 EX1A-11 CONSENT 3 tm205511d1_ex11-2.htm EXHIBIT 11.2

 

Exhibit 11.2

 

Consent of Independent Auditor

 

  

We consent to the use in this Regulation A Offering Statement on Form 1-A of our report dated April 19, 2019, relating to the financial statements of Fundrise Real Estate Investment Trust, LLC, appearing in this Regulation A Offering Statement.

 

We also consent to the reference of our firm under the heading “Experts” in such Regulation A Offering Statement.

 

/s/ RSM US LLP

 

McLean, Virginia

January 10, 2020