EXHIBIT 15.7

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

July 29, 2015

VIA EDGAR AND OVERNIGHT MAIL

Amendment No. 1 to Draft Offering Statement on Form 1-A

Submitted June 19, 2015 and July 16, 2015
CIK No. 0001645583

Dear Ms. Barros:

This letter is submitted on behalf of Fundrise Real Estate Investment Trust, LLC (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 July 17, 2015 (the “Comment Letter”) with respect to Amendment No. 1 to the Company’s draft Offering Statement on Form 1-A (CIK No. 0001645583) submitted for non-public review pursuant to Rule 252(d) of Regulation A under the Securities Act of 1933, as amended, to the Commission on July 16, 2015, relating to the Company’s offering of up to $50,000,000 in common shares (the “Offering Statement”). The responses provided are based upon information provided to Goodwin Procter LLP by the Company. The Company is concurrently submitting for non-public review Amendment No. 2 to the draft Offering Statement (the “Amended Submission”), which includes changes in response to the Staff’s comments. We have enclosed with this letter a marked copy of the Amended Submission, which was submitted today by the Company via EDGAR, reflecting all changes to the Offering Statement.

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 Submission. Defined terms used herein but not otherwise defined have the meanings given to them in the Amended Submission.

Ms. Sonia Barros

Division of Corporation Finance

July 29, 2015

Page 2

General

Response to Comment No. 1

The Company has advised that it expects all of its assets, other than cash held by it directly, to be held through its wholly-owned and majority-owned subsidiaries (“Subsidiaries”). The Company expects its Subsidiaries to qualify for the exclusion from regulation as an investment company afforded by 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 its Subsidiaries to hold the commercial mortgage loans and other commercial real estate related assets that the Company originates or acquires under this exclusion.

Pursuant to the foregoing, the Company’s Subsidiaries will treat their real estate-related debt investments which will consist of first mortgage loans, B-Notes and mezzanine loans as Qualifying Assets as more fully described below.

Ms. Sonia Barros

Division of Corporation Finance

July 29, 2015

Page 3

Ms. Sonia Barros

Division of Corporation Finance

July 29, 2015

Page 4

Response to Comment No. 2

In response to the Staff’s comment, the Company has reviewed the applicability of the tender offer rules to its share repurchase program in determining that the program is consistent with the relief granted by the Division of Corporation Finance in prior no action letters and acknowledges that it is responsible for analyzing the applicability of the tender offer rules to its share repurchase program. The Company will contact the Division’s Office of Mergers and Acquisitions with any questions regarding the share repurchase program’s consistency with relief previously granted by the Division of Corporation Finance. Additionally, the Company has updated its disclosure on page 99 distribution period if a secondary market for its common stock develops. 

Response to Comment No. 3

In response to the Staff’s comment, the Company has reviewed the applicability of Regulation M to its share repurchase program and acknowledges that it is responsible for analyzing the applicability of Regulation M to its share repurchase program.  The Company will contact the Division of Trading and Markets with any questions regarding the share repurchase program’s consistency with relief previously granted by the Division of Market Regulation.

Ms. Sonia Barros

Division of Corporation Finance

July 29, 2015

Page 5

Response to Comment No. 4

Fundrise, LLC is an affiliate of the Company as the result of both entities being wholly owned subsidiaries of Rise Companies Corp. (“Rise”), the Company’s sponsor. The Fundrise Platform, which is owned by Fundrise, LLC, is a software communication tool to be used by the Company, at no cost, in the offer and sale of its own securities. Fundrise, LLC has no employees and is merely a vehicle through which Rise owns and maintains the Fundrise Platform, as well as the intellectual property associated with the Fundrise Platform.

As described more fully below, as the offering of the Company’s securities will be conducted solely by the issuer and its associated persons, Fundrise, LLC does not need to register as a broker-dealer because:

Ms. Sonia Barros

Division of Corporation Finance

July 29, 2015

Page 6

Rise, the Company and its Associated Persons are not Brokers

The Company is not required to register as a broker

As stated in Exchange Act Release No. 13195 (January 21, 1977), “the Exchange Act has customarily been interpreted not to require the issuer itself to register as either a broker or a dealer; the issuer would not be effecting transactions for the account of others nor, generally, would it be engaged in the business of both buying and selling its securities for its own account.”

Accordingly, the Company is not required to register as a broker as a result of offering and selling its own securities.

Rise and the Company associated persons are not required to register as brokers

As stated in Exchange Act Release 22172 (June 27, 1985) (“Release 22172”), “the Commission believes that it is also appropriate to include employees of companies or partnerships in a control relationship with the issuer within the scope of [Rule 3a4-1]… While Rule 3a4-1 focuses on the activities of natural persons, it also may have an impact on their employers. For example, if employees of a corporate general partner sell securities of the issuer-limited partnership in compliance with Rule 3a4-1, neither the employees nor the corporate general partner would be required to register as a broker-dealer.” (emphasis added)

All associated persons of the Company who participate in the offer and sale of securities in this offering will be employees of Rise, the Company’s sponsor, and shall do so pursuant to the exemption contained in Exchange Act Rule 3a4-1(a)(4)(iii). Specifically, all associated persons of the Company shall limit their activities to the following:

Ms. Sonia Barros

Division of Corporation Finance

July 29, 2015

Page 7

In addition, as the Company associated persons intend to rely on the most stringent exemption contained in Rule 3a4-1 (the “passive sales” exemption of Rule 3a4-1(a)(4)(iii)), “the limited sales activity identified in this [exemption] does not raise significant potential for abuse. Moreover, because the issuer’s potential liability under the securities laws for wrongful conduct of its employees, the issuer has a strong incentive to carefully circumscribe the sales activities of those persons” (Release 22172).

Finally, as discussed in more detail below, no associated person of the Company will be compensated for his/her participation in this offering of securities, either through commissions or other remuneration based directly or indirectly on the offer and sale of the Company’s securities. The salaries of the Rise Companies employees who may participate in the proposed offering are in no way dependent, directly or indirectly, upon the success or failure of the proposed offering by the Company.

Accordingly, neither Rise nor its employees (nor the Company or its associated persons) who may participate in the proposed offering are required to register as brokers as a result of the exemption contained in Exchange Act Rule 3a4-1(a)(4)(iii).

Applicability of Rule 3a4-1 to Fundrise, LLC

Fundrise, LLC is a wholly owned subsidiary of Rise, and has no employees of its own. The purpose of Fundrise, LLC is to act as a holding company for the ownership of the Fundrise Platform and the intellectual property associated with it. Fundrise, LLC has no other operations and does not generate revenue of any kind.

Given that each of Rise, the Company and its associated persons may rely on 3a4-1 and Staff guidance for an exemption from broker-dealer registration, it follows that Fundrise, LLC, an affiliated entity with no operations or agency, should also be exempt from the requirements of broker-dealer registration. The Company does not believe that the Staff has ever intended to subject an entity with no operations or revenue to the burdens of broker-dealer registration simply as a result of it owning a communications tool that it allows affiliated issuers to utilize for free, especially when, as here, such entity has not and will not take any action that the affiliated issuer, or its associated persons, would not itself be permitted to take under the strict limitations of Exchange Act Rule 3a4-1(a)(4)(iii).

This conclusion is further supported by the fact that there are simply no other indicia of broker-dealer activity present that would require Fundrise, LLC to register as a broker-dealer under the Exchange Act. As discussed in more detail below, Fundrise, LLC does not (i) receive any compensation in any form, (ii) offer or sell securities, (iii) solicit investors, (iv) handle customer funds, or (v) provide investment advice.

Ms. Sonia Barros

Division of Corporation Finance

July 29, 2015

Page 8

As a result of the foregoing, the Company respectfully submits that a conclusion that Fundrise, LLC is required to register as a broker-dealer as a result of merely providing the Company with the means to conduct its own securities offering would be tantamount to concluding that an issuer cannot conduct its own offering without either engaging a broker-dealer or registering as a broker-dealer itself, and would thus render the exemption contained in Rule 3a4-1(a)(4)(iii) illusory.

Discussion of the Functionality of the Fundrise Platform

As noted above, the Fundrise Platform, and by extension Fundrise, LLC, does not undertake or facilitate any activities that would be impermissible for Rise, the Company or its associated persons pursuant to Exchange Act Rule 3a4-1(a)(4)(iii). Accordingly, the Fundrise Platform does not engage in any of the following activities:

The following is a detailed description of the functionality of the Fundrise Platform software that the Company intends to utilize in conducting the proposed offering.

Transaction Based Compensation

Neither Fundrise, LLC nor any other person or entity will be compensated in any way in connection with the use of the Fundrise Platform for the offer or sale of securities. The Company and its associated persons will use the Fundrise Platform at no cost.

By being able to utilize the Fundrise Platform at no cost, the Company is able to reduce the fees charged to investors by more than ninety percent (90%) compared to a traditional public non-traded REIT. By building a tool that its affiliated issuers may use for free, Fundrise, LLC eliminates the need for the massive costs associated with using a broker-dealer to conduct an offering. For example, in a traditional public, non-traded REIT, a $100 investment may be immediately reduced in value to only $85 as a result of the myriad of distribution fees (selling commissions, dealer manager fees, etc.) charged by such REIT and its distribution partners (which are almost always affiliates of such REIT).

Ms. Sonia Barros

Division of Corporation Finance

July 29, 2015

Page 9

Further, the Company believes that providing transaction based compensation to any person, especially those affiliated with the issuer, creates massive conflicts-of-interest that result in there being strong incentives for such persons to engage in conduct that may not be in the best interest of investors. By eliminating this compensation, and limiting the activities of its associated persons solely to those provided for in the “passive sales” exemption of Rule 3a4-1(a)(4)(iii), the Company believes that potential investors would be much better served than in the traditional, fee-heavy distribution model that relies on affiliated broker-dealers to sell securities while receiving transaction-based compensation that creates a clear conflict of interest.

Offering of Securities

The offering of the Company’s securities (and all activities associated with such offering) will be done by the Company and its associated persons in accordance with the exemption contained in Exchange Act Rule 3a4-1(a)(4)(iii). No activities occur on the Fundrise Platform without the explicit direction of the Company or its associated persons. The Company and its associated persons are wholly responsible for preparing all communications, offering materials, deal structures, etc.

In this manner, the Fundrise Platform is analogous to other forms of communication and tools that an issuer may utilize in conducting an offering of its own securities, but that, absent other factors, do not cause the owner of such communication tool (e.g., Google / Gmail) to be required to register as a broker-dealer. For example, the Staff has not taken the position that an email management software, financial printer, telecommunications device, database company, or direct mail company are required to register as a broker-dealer merely as a result of providing a means of communication between an issuer and the potential investors it is trying to reach.

Soliciting of Potential Investors

Fundrise, LLC does not solicit investors. The associated persons of the Company would solicit investors through the Fundrise Platform. All communications and solicitations would be prepared by associated persons of the Company and approved by a principal of the Company (in accordance with Exchange Act Rule 3a4-1(a)(4)(iii)). All such communications would clearly be marked as being from the Company or its associated persons, not from Fundrise, LLC.

Handling of Customer Funds

Fundrise, LLC does not hold any investor funds at any time. Rather, as described in response to Comment #6 above, investors would subscribe to purchase shares of the Company, but no funds would be transferred from their external bank accounts until the minimum investment amount was reached. When such minimum amount is reached, such funds would be drawn by the Company and deposited directly into the Company’s bank account, which will then issue the shares purchased by electronically updating its books and records.

Ms. Sonia Barros

Division of Corporation Finance

July 29, 2015

Page 10

In the time after the minimum offering amount has been reached, investor funds would be drawn directly from such investor’s external bank account by the Company at the time of subscription and deposited directly into the Company bank account.

Neither Fundrise, LLC nor any affiliated entity maintains any bank account in which it holds customer funds.

Giving Advice to Investors on the Platform

Neither Fundrise, LLC nor any entity or person affiliated with Fundrise, LLC provides any investment advice to any investor. The information provided on the Fundrise Platform is merely factual in nature and is not customized towards any individual investor’s financial circumstances. Further, while associated persons of the Company may answer factual questions from potential investors, no such persons have or will provide investment advice in connection with this offering or otherwise. All investment decisions are solely at the discretion of the individual investor.

An affiliate of Fundrise, LLC, Fundrise Advisors, LLC (a wholly owned subsidiary of Rise Companies), has registered as an investment advisor under the Investment Advisors Act of 1940; however, Fundrise Advisors, LLC has not commenced operations, has no clients, and is not presented anywhere on the Fundrise Platform. Nowhere on the Fundrise Platform does Fundrise, LLC or any other entity hold itself out as an investment advisor.

Prior Precedent

The Company also respectfully notes that the Staff has, on three separate occasions, previously allowed the Fundrise Platform to operate in the manner described above with respect to a direct offering by a Fundrise-affiliated issuer pursuant to Regulation A. Specifically, the Staff allowed the following Fundrise-affiliated issuers (and their associated persons) to utilize the Fundrise Platform to conduct their own securities offerings: (i) Fundrise 1351 H Street, LLC; (ii) Fundrise 906 H Street NE, LLC; and (iii) Fundrise 1539 7^th Street NW, LLC. How the Company intends to use the Fundrise Platform is no different from how these prior affiliated issuers utilized it in the past.

Finally, the Company notes that the Staff has allowed other companies that operate online platforms, notably LendingClub Corp. and Prosper Marketplace, Inc., to operate without registering as a broker-dealer under the Exchange Act, despite numerous activities that go far beyond the functionality of the Fundrise Platform, and which may give rise to Exchange Act registration requirements, including arguably (i) having possession of customer funds, (ii) receiving transaction based compensation, and (iii) providing investment advice in the form of auto-invest programs.

Ms. Sonia Barros

Division of Corporation Finance

July 29, 2015

Page 11

Conclusion

As a result of the foregoing, the Company respectfully submits that Fundrise, LLC is not required to register as a broker-dealer merely because it owns a communication tool that may be used to conduct offerings by issuers under common control with Fundrise, LLC.

However, in response to the Staff’s comment, the disclosure on page 126 of the Amended Submission has been revised to make clear that it will be the associated persons of the Company that will use the Fundrise Platform as a tool to conduct the offering contemplated hereby, and that such associated persons will rely on the exemption contained in Exchange Act Rule 3a4-1(a)(4)(iii).

Response to Comment No. 5

In response to the Staff’s comment, the Company has revised its offering circular to disclose that the Company will follow the parameters of the undertaking contained in Item 20.D of Guide 5 in updating its offering circular to reflect acquisitions during the distribution period. See page 127 of the Amended Submission.

Ms. Sonia Barros

Division of Corporation Finance

July 29, 2015

Page 12

Response to Comment No. 6

In response to the Staff’s comment, the Company has revised the disclosure in the Amended Submission to provide that an investor’s subscription will become effective at the time the investor submits a subscription agreement, but that the Company will not draw down on the committed funds until it has received subscriptions for at least $1 million of its common shares. As more fully described in the Amended Submission, investors’ funds will remain at the investors’ bank/financial institution and will be drawn by the Company using an ACH electronic fund transfer through the  Automated Clearing House network only after the minimum threshold has been met.  Any commitment will be revocable until the minimum threshold has been reached. If the Company does not raise $1 million within 12 months, all subscriptions made as of that time will be released.

Cover Page

Response to Comment No. 7

In accordance with the Staff’s comment, the Company has revised note 3 to quantify the amount of offering expenses borne by the Company, as contemplated by Instruction 6 to Item 1(e) of Form 1-A.

Questions and Answers About This Offering, Page 1

What competitive advantages do we achieve through our relationship with our sponsor?, page 2

Response to Comment No. 8

The aggregate purchase price of $2.9 billion refers to the total cost of the real estate assets loaned against under the programs. Of the $2.9 billion total project cost, the sponsor provided and offered $35.7 million of the $2.9 billion in capital required to finance these real estate assets through its programs. The remaining $2.8 billion of capital was raised outside of the sponsor’s programs through third party capital sources.

Ms. Sonia Barros

Division of Corporation Finance

July 29, 2015

Page 13

Providing the aggregate purchase price of real estate assets of $2.9 billion illustrates the sponsor’s experience in providing capital for large and complex real estate credit transactions.

In response to the Staff’s comment, the Company has modified the “Our Sponsor’s Prior Investment Programs” section in the Prior Performance Summary to clarify the relationship between the total cost of the real estate projects and the amount raised by the sponsor under each Program.

Offering Summary, page 10

Distributions, page 15

Response to Comment No. 9

In response to the Staff’s comment, the Company respectfully submits that it believes that an estimated distribution of at least 15% during the distribution support commitment period is appropriate. The Company notes that, as a percentage of the maximum offering amount, the distribution support commitment from Fundrise, LP is approximately four times as large as the example REITs that had been provided to the Staff separately, while the distribution percentage that is to be supported is less than two times as large as such example REITs.

The Company also advises that historical yields on the type of assets they expect to originate and acquire have been approximately 12% to 15%. In addition, because the Company is not engaging an underwriter with a firm commitment to purchase shares or otherwise utilizing the services of a broker-dealer, but rather will be undertaking a best-efforts issuer offering through direct selling efforts as described in response to Comment 6 above, the Company is unlikely to have $50 million worth of common shares outstanding until approximately 12 to 18 months after the launch of the offering. Accordingly, as a result of the foregoing, the Company believes that the distribution support commitment amount will more than adequately support any shortfalls that may occur within the two-year distribution support period.

Ms. Sonia Barros

Division of Corporation Finance

July 29, 2015

Page 14

To provide additional comfort to investors regarding the ability of Fundrise, LP to pay for the distribution support commitment, Fundrise, LP will enter into a distribution support agreement with the Company, in which it will be obligated to purchase up to $1,000,000 in common shares during the distribution support period in the event that distributions from the Company would be lower than 15% per annum.

The Company further advises that it believes it will be able to deploy proceeds from the offering quickly and efficiently because it will acquire its assets from Fundrise Lending, LLC, an affiliate of the sponsor that originates loans and provides warehousing services, so the Company may acquire income-producing assets immediately without prolonged diligence, closing periods or other delays.

In response to the Staff’s comment, the Company has revised its disclosure in the Amended Submission to reference the “Risk Factors” section and to further clarify that the 15% distribution will only be provided until the $1,000,000 purchase commitment has been exhausted or the two year commitment period expires, whichever is earlier. Further, as disclosed on page 2, once the distribution support commitment period ends, distributions earned by investors will be fully dependent on the yields generated by the Company’s assets, and may be lower than 15% per annum.

Quarterly Redemption Plan, page 17

Response to Comment No. 10

In response to the Staff’s comment, the Company has revised the disclosure to clarify the nature of the third-party costs associated with effecting a redemption. See page 17 of the Amended Submission.

Estimated Use of Proceeds, page 50

Ms. Sonia Barros

Division of Corporation Finance

July 29, 2015

Page 15

Response to Comment No. 11

In response to the Staff’s comment, the Company has revised the disclosure on page 50 of the Amended Submission to clarify that the Company will not begin to reimburse the manager for organization and offering costs until the Company has raised from investors a minimum of $1 million and begun operations. Reference is also made to the Company’s response to Comment #6 above.

Principal Shareholders, page 60

Response to Comment No. 12

All voting and investment decisions with respect to the Company’s shares that are held by Rise are controlled by the board of directors of Rise.  The board is comprised of four (4) members, with three (3) elected by the common stockholders and one elected by the Series A preferred stockholders. Benjamin Miller and Daniel Miller, who are brothers, beneficially own common stock of Rise that entitle each of them to approximately 45% of the voting control over the election of board members; no other common stockholder controls more than 5% of the voting power of the Rise common shares.  The Rise Series A  preferred stockholders are entitled to one board seat and Renren Lianhe Holdings, is the only preferred shareholder with more than 5% of the vote of the preferred shares with approximately 66.2% of the vote of the Series A preferred stockholders. We have added a footnote (3) to the Amended Submission reflecting the foregoing. 

Conflicts of Interest, page 61

Response to Comment No. 13

In response to the Staff’s comments, the Company has added disclosure that Fundrise Lending, LLC may have a conflict of interest in determining whether to acquire, on behalf of the Company, loans and other assets originated by third parties rather than those originated by Fundrise Lending, LLC in that it generally would not expect to receive any origination or other fees in connection with the acquisition by the Company of a third-party originated loans. However, as noted in the revised disclosure, the Company’s business plan is to use Fundrise Lending, LLC’s and its principals’ expertise in loan origination, which is why the Company expects to primarily purchase loans originated by Fundrise Lending, LLC, rather than loans originated by third parties, and that in any event, the origination fees are payable by the borrower and not the Company.

Ms. Sonia Barros

Division of Corporation Finance

July 29, 2015

Page 16

Investment Objectives and Strategy, page 65

Response to Comment No. 14

In response to the Staff’s comment, the disclosure identified by the Staff has been removed.

Valuation Policies, page 98

Response to Comment No. 15

Please see Appendix A for the template the Company expects to use for future NAV disclosures. After closing of the offering, the Company will disclose NAV on a quarterly basis in a quarterly offering circular supplement filed on EDGAR. Additionally, the Company will present the updated NAV amount to investors on the Fundrise Platform, most likely within their “Portfolio” page on the sponsor’s website. Please also refer to the response to Comment No. 17 below.

Response to Comment No. 16

The Company has advised that it intends for its internal accountants to calculate the NAV per share values, and that such NAV disclosures would not be expertised. To clarify, the disclosure contained on page 98 has been revised to state that the NAV determinations will be made by internal accountants of the Company.

Ms. Sonia Barros

Division of Corporation Finance

July 29, 2015

Page 17

Quarterly NAV Share Price Adjustments, page 98

Response to Comment No. 17

If a material event occurs in between quarterly updates of NAV that would cause the Company’s NAV per share to change by 5% or more from the last NAV disclosed in the offering circular (including any supplements thereto), the Company will disclose the updated price in an offering circular supplement as promptly as reasonably practicable, and will update the NAV information provided on the Company’s website. In addition, the Company will file with the Commission a Current Report on Form 1-U to provide a description of the material event to the extent required by Form 1-U.

Appendix B – Form of Subscription Agreement

Response to Comment No. 18

In response to the Staff’s comment, Section 3.5 of the Subscription Agreement has been revised to remove the language cited by the Staff.

Ms. Sonia Barros

Division of Corporation Finance

July 29, 2015

Page 18

Response to Comment No. 19

In response to the Staff’s comment, Section 6 of the Subscription Agreement has been removed.

Response to Comment No. 20

In response to the Staff’s comment, the offering circular has been revised to include a risk factor describing the potential adverse consequences of the arbitration provisions, that the provision applies to claims that may be brought in connection with the offering, and how Section 12(f) of the Subscription Agreement limits the ability of investors to bring class action lawsuits or similarly seek remedy on a class basis. See page 41 of the Amended Submission.

[Remainder of this page left intentionally blank]

Ms. Sonia Barros

Division of Corporation Finance

July 29, 2015

Page 19

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.

Sincerely,

/s/ Mark Schonberger

Mark Schonberger

Benjamin S. Miller, Chief Executive Officer

Bjorn J. Hall, General Counsel and Secretary

Michael S. McCord, Chief Financial Officer and Treasurer

Rise Companies Corp.

David Perechocky, Esq.

Goodwin Procter LLP

Appendix A

FUNDRISE REAL ESTATE INVESTMENT TRUST, LLC

SUPPLEMENT NO. __ DATED _________, 20__

TO THE OFFERING CIRCULAR DATED _________, 20__

This supplement No. __ is part of the offering circular of Fundrise Real Estate Investment Trust, LLC and should be read in conjunction with the offering circular. Terms used in this supplement No. __ and not otherwise defined herein have the same meanings as set forth in our offering circular and any supplements thereto. The purpose of this supplement is to disclose:

Quarterly Pricing Supplement

As of _________, 20__, our NAV per common share is $_____. This NAV per common share shall be effective through _________, 20__, unless updated by us prior to that time.

Components of NAV

The following sets forth the calculation of NAV for our common shares:

STATEMENTS OF ASSETS AND LIABILITIES (UNAUDITED)

___________

As described in “Valuation Policies” in our offering circular, our internal accountants calculate our NAV per common share using a process that reflects (1) estimated values of each of our commercial real estate assets and investments, including related liabilities provided periodically by our independent valuation expert in individual appraisal reports of the underlying real estate, as they may be updated upon certain material events, (2) quarterly updates in the price of liquid assets for which third party market quotes are available, (3) accruals of our quarterly or other periodic distributions, and (4) estimates of quarterly accruals, on a net basis, of our operating revenues, expenses and fees.

The calculation of our NAV per common share is based on a number of judgments, assumptions and opinions about future events that may or may not prove to be correct. Our published NAV per common share may not reflect the precise amount that might be paid for your shares in a market transaction. Purchases and repurchases of shares of our common stock will be made based on the then-current NAV per common share.

If a material event occurs in between quarterly updates of NAV that would cause our NAV per common share to change by 5% or more from the last disclosed NAV, we will disclose the updated price and the reason for the change in an offering circular supplement and on the Fundrise Platform website as promptly as reasonably practicable.

Our current NAV per common share can also be found on the Fundrise Platform website, www.fundrise.com.

[Share Redemption Plan Status

During the quarter ended _________, 20__, ____ common shares were redeemed pursuant to our share redemption plan.]*

[Historical Share Pricing Information ]*

Below is the quarterly NAV per common share, as determined in accordance with our valuation policies, for each fiscal quarter from ______, 20__ to _________, 20__

___________________________
*as applicable

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 8, 2015

VIA EDGAR AND OVERNIGHT MAIL

Amendment No. 2 to Draft Offering Statement on Form 1-A

Submitted July 29, 2015
CIK No. 0001645583

Dear Mr. Kluck:

This letter is submitted on behalf of Fundrise Real Estate Investment Trust, LLC (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 (i) a letter dated August 19, 2015 (the “Comment Letter”) and (ii) a telephone conversation with Rochelle Plesset of the Division of Investment Management (the “Telephone Comments”) with respect to Amendment No. 2 to the Company’s draft Offering Statement on Form 1-A (CIK No. 0001645583) submitted for non-public review pursuant to Rule 252(d) of Regulation A under the Securities Act of 1933, as amended, to the Commission on July 29, 2015, relating to the Company’s offering of up to $50,000,000 in common shares (the “Offering Statement”). The responses provided are based upon information provided to Goodwin Procter LLP by the Company. The Company is concurrently submitting for non-public review Amendment No. 3 to the draft Offering Statement (the “Amended Submission”), which includes changes in response to the Staff’s comments. We have enclosed with this letter a marked copy of the Amended Submission, which was submitted today by the Company via EDGAR, reflecting all changes to the Offering Statement.

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. With respect to the Telephone Comments, we have paraphrased the comment in italics with the 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 Submission. Defined terms used herein but not otherwise defined have the meanings given to them in the Amended Submission.

Offering Summary, page 10

Distributions, page 15

Response to Comment No. 1

The distribution discussion contained on page 15 of the offering circular is not an estimate of distributions; rather, it is a target distribution on shareholders’ invested capital, which if not achieved triggers the distribution support commitment. Fundrise, LP, an affiliate of the Company’s sponsor, is contractually obligated to purchase up to $1,000,000 of the Company’s shares, until December 31, 2017, to the extent that distributions paid by the Company for any calendar quarter exceed its adjusted funds from operations (“AFFO”) for such quarter. In the event that distributions declared by the Company exceed the Company’s AFFO, Fundrise, LP will purchase shares at the then NAV per share for a purchase price equal to the amount of the excess distribution. The net proceeds of such sales will be used to support the distribution payments to the Company’s shareholders.

The Company intends to declare distributions in an amount that would produce a 15% cumulative, non-compounded annual return on and of shareholders’ invested capital until the distribution support commitment expires, which is the earlier of (i) the purchase by Fundrise, LP of an aggregate $1,000,000 in common shares, or (ii) December 31, 2017. Fundrise, LP will only be required to purchase shares pursuant to the distribution support agreement on distribution amounts that provide shareholders with a 15% cumulative, non-compounded annual return on and of invested capital, prorated for such quarter, or less. Thus, to the extent that the distributions declared by the Company exceed the Company’s AFFO for a quarter, and to the extent that the distribution support commitment is still in effect, Fundrise, LP will be obligated to purchase common shares to cover the excess distribution payment.

The Company acknowledges that the date on which the distribution support commitment will expire depends in part upon the Company’s quarterly AFFO (because the less AFFO that the Company produces in a quarter, the more common shares Fundrise, LP will be required to purchase to match the 15% distribution, so the sooner Fundrise, LP will purchase an aggregate $1,000,000 shares). The Company also acknowledges that the level of distributions will likely be lower after the distribution support commitment expires, because at that point the Company’s distribution level will be fully dependent on the yields generated by the Company’s assets, without assistance from the distribution support commitment.

In response to the Staff’s comment, the Company has revised the disclosure to reflect the foregoing and believes that the mechanics of the distribution support commitment and the related risks, as described above, are clearly and accurately disclosed in the Amended Submission.

Further, the Company acknowledges that the Distribution Support Agreement is a material contract that is required to be filed pursuant to Item 17 of Form 1-A, and as such, the details of the Distribution Support Agreement are required to be disclosed in the offering circular. To facilitate the Staff’s review, a copy of the draft Distribution Support Agreement has been attached to this letter on Annex A.

Valuation Policies, page 98

Response to Comment No. 2

The assets held by the Company will consist primarily of securities defined as debt pursuant to ASC 320. In some instances, the Company may hold equity securities, for which the valuation methodology is described below.

For securities defined as debt pursuant to ASC 320, which are “Held to Maturity”, the Company will use amortized cost and assess whether such debt securities have “other than temporary impairment” on a quarterly basis. To determine whether debt securities have “other temporary impairment” (as provided for in ASC 320-10-35-30), the Company will first assess whether the security’s fair value is less than its amortized cost basis. Such indications of impairment may include: delinquency of interest payments exceeding 90 days, material changes in market interest rates, and/or other observed indicators of distress to the underlying asset. In instances where impairment exists (the debt securities’ fair value is less than its amortized cost basis) the Company will then consider whether there is an intent to sell or whether it is more likely than not that the Company will be required to sell the impaired debt security before recovery of its amortized cost basis. In determining the value of credit losses, the Company will use the methodology described below to determine the present value of cash flows expected to be collected.

For equity securities where a readily determinable fair value is not available and for available for sale debt securities, the Company will use an Income Approach to measure fair value on a quarterly basis. As described in ASC 820-10-55-3F, an income approach converts future cash flows to a single, discounted amount. As further described in ASC 820, the Company will utilize the Fair Value Hierarchy to assess the reliability of inputs utilized in the valuation methodology. Most assets held by the Company are highly illiquid and unlikely to have significant observable inputs. Accordingly, most assets held by the Company are expected to be level 3, where the use of significant unobservable inputs is required to measure fair value.

The Income Approach methodology utilized by the Company will reflect all observable market data at the initial measurement date, but may rely on unobservable inputs to measure fair value in subsequent periods. Unobservable inputs in subsequent periods are expected to include specific data on similar credit or non-participating securities including: discount rates, default rates, and loss severity rates. For participating equity securities, the Company will assess discount rates and capitalization rates (the direct capitalization approach) for the determination of fair value. As the Company is expected to acquire assets at fair value, the valuation technique will be calibrated at initial recognition so the result of the valuation technique equals the transaction price as per ASC 820-10-35-24C. Subsequent changes to inputs in the valuation technique may give rise to a fair value adjustment. To the extent the Company holds liabilities, which are economically related, the same fair value technique will be applied for the related liabilities.

Appendix B – Form of Subscription Agreement

Response to Comment No. 3

In response to the Staff’s comment, the Company has revised the subscription agreement to delete the language identified in the comment.

Telephone Comment[s]

Investment Advisers Act of 1940

Response to Comment No. 4

In response to the Staff’s comment, our manager, Fundrise Advisors, LLC, is currently registered as an investment adviser with the Securities and Exchange Commission as an Internet adviser relying on Rule 203A-2(e). Rule 203A-2 (e) provides that the prohibition on Commission registration does not apply to Internet investment advisers. An Internet investment adviser is generally defined by Rule 203A-2(e) as an investment adviser that, among other things, provides investment advice to all of its clients exclusively through an interactive website, except that the investment adviser may provide investment advice to fewer than 15 clients through other means during the preceding twelve months. The Company is the sole client of Fundrise Advisors, LLC that receives investment advice through means other than its interactive website.

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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.

Bjorn J. Hall, General Counsel and Secretary

Michael S. McCord, Chief Financial Officer and Treasurer

Rise Companies Corp.

Goodwin Procter LLP

ANNEX A:

Distribution Support Agreement

[see attached]

DISTRIBUTION SUPPORT AGREEMENT

THIS DISTRIBUTION SUPPORT AGREEMENT (this “Agreement”) dated as of September __, 2015, by and between Fundrise, LP (“LP”) and Fundrise Real Estate Investment Trust, LLC (the “Company”).

WHEREAS, the Company has qualified for sale (the “Offering”) a maximum of $50,000,000 of its common shares (the “Shares”) pursuant to a Regulation A Offering Statement on Form 1-A under the Securities Act of 1933, as amended;

WHEREAS, the net proceeds of the Offering will be invested in a diversified portfolio of commercial real estate loans, commercial real estate and other select real estate-related assets;

WHEREAS, to provide additional funds to support the Company’s cash distributions to holders of the Shares (the “Shareholders”), the Company and LP desire to enter into this Agreement, pursuant to which LP shall purchase up to an aggregate of $1,000,000 in Shares in accordance with the terms set forth herein;

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Definitions. The following terms, when used herein, shall have the following meanings:

“AFFO” means the Company’s adjusted funds from operations as disclosed in the Company’s Periodic Report filed with respect to the applicable period.

“Affiliate” means with respect to any Person, (i) any Person directly or indirectly controlling, controlled by, or under common control with such other Person; (ii) any Person directly or indirectly owning, controlling, or holding with the power to vote 10% or more of the outstanding voting securities of such other Person; (iii) any legal entity for which such Person acts as an executive officer, director, trustee, or general partner; (iv) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held, with power to vote, by such other Person; and (v) any executive officer, director, trustee, or general partner of such other Person.

“Agreement” has the meaning set forth in the recitals.

“Business Day” means any day other a Saturday, a Sunday or a day on which banks are required or permitted to close in Washington, DC.

“Code” means the Internal Revenue Code of 1986, as amended from time to time, or any successor statute thereto. Reference to any provision of the Code shall mean such provision as in effect from time to time, as the same may be amended, and any successor provision thereto, as interpreted by any applicable regulations as in effect from time to time.

“Company” has the meaning set forth in the recitals.

“Distribution Shortfall” means with respect to any calendar quarter during the Term ending on or prior to December 31, 2017, the amount by which Quarterly Distributions exceed AFFO for such quarter or, in the event AFFO is negative, the amount of the Quarterly Distributions for such quarter.

“Fundrise Manager” means Fundrise Advisors, LLC.

“Invested Capital” means the amount calculated by multiplying the total number of Shares purchased by Shareholders by the Issue Price, reduced by (i) any amounts paid by the Company to repurchase Shares pursuant to the Company’s plan for redemption of Shares and (ii) any distribution amounts that constitute a “return of capital” for U.S. federal income tax purposes, including without limitation liquidating distributions made to Shareholders and net sale proceeds distributed to Shareholders as a result of the sale of one or more of the Company’s investments to the extent such distributions constitute a return of capital.

“Issue Date” has the meaning set forth in Section 3(b) hereof.

“Issue Price” means the gross price per Share the original purchasers of Shares paid to the Company for the Shares (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like with respect to the Shares).

“LP” has the meaning set forth in the recitals.

“Offering” has the meaning set forth in the recitals.

“Operating Agreement” means the Amended and Restated Operating Agreement of the Company, dated as of [_____], 2015, as amended from time to time.

“Purchase Price” means, as of any given date, the per share price payable in the Offering.

“Periodic Report” means the Company’s current report on Form 1-U, semi-annual report on Form 1-SA or annual report on Form 1-K, as applicable.

“Person” means an individual, corporation, partnership, estate, trust (including a trust qualified under Section 401(a) or 501(c)(17) of the Internal Revenue Code), a portion of a trust permanently set aside for or to be used exclusively for the purposes described in Section 642(c) of the Code, association, private foundation within the meaning of Section 509(a) of the Code, joint stock company or other entity, or any government or any agency or political subdivision thereof, and also includes a group as that term is used for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

“Quarterly Distributions” means the aggregate amount of cash distributions paid to Shareholders during a calendar quarter.

“SEC” means the United States Securities and Exchange Commission.

“Shares” has the meaning set forth in the recitals.

“Shareholders” has the meaning set forth in the recitals.

“Shareholders’ 15% Return” means, as of any date, an aggregate amount equal to a 15% cumulative, non-compounded, annual return on and of Invested Capital (calculated like simple interest on a daily basis based on a 365 day year). For purposes of calculating the Shareholders’ 15% Return, Invested Capital shall be determined for each day during the period for which the Shareholders’ 15% Return is being calculated.

“Threshold Amount” means an amount equal to the Shareholders’ 15% Return, prorated for such quarter.

“Term” has the meaning set forth in Section 4 hereof.

2. Share Purchase Commitment. In the event of a Distribution Shortfall for any calendar quarter during the Term, LP shall purchase Shares from the Company in an amount no less than the Distribution Shortfall; provided, however, that LP shall not be obligated to purchase Shares for any quarter in which AFFO for such quarter exceeds the Threshold Amount and further provided, that LP’s obligation to purchase Shares pursuant to this Agreement shall be limited to an aggregate of $1,000,000 in purchase amount. Any Shares purchased by LP pursuant to this Section 2 shall be purchased pursuant to the Offering and at the Purchase Price in effect as of the date of purchase of the Shares.

3. Procedure for Purchase of Shares.

(a) In the event of a Distribution Shortfall, the Company shall deliver to LP a written notice within ten (10) Business Days following the Company’s filing with the SEC of its Periodic Report that discloses the Company’s AFFO for such calendar quarter specifying the number of Shares to be purchased by LP pursuant to Section 2 above and the Company’s calculation of the Distribution Shortfall.

(b) On the fifth Business Day following the delivery of such notice (the “Issue Date”), the Company shall issue to LP the Shares being sold against LP’s delivery of an executed subscription agreement for the Offering and payment of the purchase price for such Shares by wire transfer of immediately available funds.

4. Term. This Agreement shall be in effect until the earlier of (a) December 31, 2017; (b) the date on which LP has purchased an aggregate amount of Shares pursuant to this Agreement equal to $1,000,000; or (c) the date upon which neither Fundrise Manager nor another Affiliate of LP is serving as the Company’s Manager (as such term is defined in Operating Agreement) with responsibility for the Company’s day-to-day operations (the “Term”).

5. Notices. All notices shall be in writing and shall be given or made, by delivery in person or by guaranteed delivery overnight courier to LP at the address set forth below:

Fundrise, LP
1519 Connecticut Ave., Suite 200
Washington, DC 20036

or to such other address as LP may designate to the Company in writing. Notices shall be effective upon receipt in the case of personal delivery or one Business Day after being sent in the case of delivery by overnight courier.

6. Voting Agreement. LP agrees, and shall cause any of its Affiliates to whom it may transfer Shares to agree on behalf of itself and to require any subsequent transferees that are Affiliates to agree that, with respect to any Shares purchased pursuant to this Agreement or otherwise acquired, it will not vote or consent on matters submitted to the Shareholders, including without limitation, the removal of Fundrise Manager or any of its Affiliates as the Company’s Manager (as such term is defined in the Operating Agreement). This voting restriction shall survive until such time that Fundrise Manager or any of its Affiliates is no longer serving as the Company’s Manager.

7. Assignment; Third Party Beneficiaries. This Agreement may not be assigned by either party; provided, however, that LP may assign its obligations under this Agreement to any one or more of its Affiliates, but no such assignments shall relieve LP of its obligations hereunder. This Agreement shall inure to the benefit of and shall be binding upon the heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto.

8. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware without reference to conflict of law provisions.

9. Amendment. No amendment, modification or waiver of this Agreement will be valid unless made in writing and duly executed by each party hereto.

10. Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof. This Agreement may be executed in one or more counterparts.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

FUNDRISE REAL ESTATE INVESTMENT TRUST, LLC

FUNDRISE, LP

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

October 2, 2015

VIA EDGAR AND OVERNIGHT MAIL

Dear Ms. Barros:

This letter is submitted on behalf of Fundrise Real Estate Investment Trust, LLC (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, 2015 (the “Comment Letter”) with respect to Amendment No. 3 to the Company’s draft Offering Statement on Form 1-A (CIK No. 0001645583) submitted for non-public review pursuant to Rule 252(d) of Regulation A under the Securities Act of 1933, as amended, to the Commission on September 8, 2015, relating to the Company’s offering of up to $50,000,000 in common shares (the “Offering Statement”). The responses provided are based upon information provided to Goodwin Procter LLP by the Company. The Company is concurrently submitting for non-public review Amendment No. 4 to the draft Offering Statement (the “Amended Submission”), which includes changes in response to the Staff’s comments. We have enclosed with this letter a marked copy of the Amended Submission, which was submitted today by the Company via EDGAR, reflecting all changes to the Offering Statement.

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 Submission. Defined terms used herein but not otherwise defined have the meanings given to them in the Amended Submission.

Ms. Sonia Barros

Division of Corporation Finance

October 2, 2015

Page 2

Distribution Support Commitment, page 16

Response to Comment No. 1

In response to the Staff’s comment, and as discussed telephonically with the Staff, the Company has revised the disclosure related to the distribution support commitment on pages 2, 16, 23 and 88 of the Amended Submission.

[Remainder of this page left intentionally blank]

Ms. Sonia Barros

Division of Corporation Finance

October 2, 2015

Page 3

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.

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

October 30, 2015

VIA EDGAR AND OVERNIGHT MAIL

Amendment No. 4 to Draft Offering Statement on Form 1-A

Submitted October 2, 2015
CIK No. 0001645583

Dear Ms. Barros:

This letter is submitted on behalf of Fundrise Real Estate Investment Trust, LLC (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 16, 2015 (the “Comment Letter”) with respect to Amendment No. 4 to the Company’s draft Offering Statement on Form 1-A (CIK No. 0001645583) submitted for non-public review pursuant to Rule 252(d) of Regulation A under the Securities Act of 1933, as amended, to the Commission on October 2, 2015, relating to the Company’s offering of up to $50,000,000 in common shares (the “Offering Statement”). The responses provided are based upon information provided to Goodwin Procter LLP by the Company. The Company is concurrently submitting for non-public review Amendment No. 5 to the draft Offering Statement (the “Amended Submission”), which includes changes in response to the Staff’s comments. We have enclosed with this letter a marked copy of the Amended Submission, which was submitted today by the Company via EDGAR, reflecting all changes to the Offering Statement.

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 Submission. Defined terms used herein but not otherwise defined have the meanings given to them in the Amended Submission.

Any adverse changes in Fundrise, LP’s financial health could result in Fundrise, LP being unable to fund its distribution support commitment, which could adversely impact our operating performance and the return on your investment, page 23

Response to Comment No. 1

In response to the Staff’s comment, the Company has revised the second paragraph of the abovementioned disclosure on page 23 of the Amended Submission to eliminate reference to a distribution amount of 15%.

Estimated Use of Proceeds, page 50

Response to Comment No. 2

In response to the Staff’s comment, the Company has revised Footnote 1 on page 50 of the Amended Submission.

Shared Services Agreement, page 53

Response to Comment No. 3

In response to the Staff’s comment, the Company respectfully notes that the shared services agreement was previously submitted as Exhibit 6.3 to the Offering Statement and listed as Exhibit 6.3 in the Exhibit Index. The Company is re-filing the shared services agreement with the Amended Submission.

Response to Comment No. 4

In response to the Staff’s comment, the Company respectfully submits that the reimbursement referenced on page 53 is different from the reimbursement obligations of the Company discussed presented on pages 6 and 14.

Page 53 relates to the fee paid by our Manager to Rise Companies Corp. (i.e., the Sponsor) pursuant to the shared services agreement and affirmatively states that the Company will not be required to reimburse the Manager for any fees it pays to the Sponsor.

Pages 6 and 14, are meant to discuss the expenses for which the Manager is entitled to receive reimbursement from the Company and explains that if the Manager is entitled to reimbursement for such expenses under the operating agreement, that the Sponsor is also entitled to seek reimbursement from the Manager for such expenses under the shared services agreement, whether provided to the Manager on behalf of the Company or directly to the Company.

We have revised the disclosure on page 53 of the Amended Submission to clarify this distinction.

Minimum Purchase Requirements, page 126

Response to Comment No. 5

In response to the Staff’s comment, the Company has determined to eliminate the Manager’s ability to waive or modify the minimum investment requirement. The Amended Submission has been revised throughout to reflect this change.

Exhibits

Response to Comment No. 6

In response to the Staff’s comment, the Company confirms that the final agreements will be the same in all material respects to the form of agreements on file. If the agreements are modified in any material way, the Company will re-file the form of agreements. Additionally, the Company will file an executed copy of the operating agreement.

Telephone Comments

Response to Comment No. 7

The Company has confirmed that the accountant’s consent will be filed together with the initial public filing of the Offering Statement. In addition, we have supplementally included with this letter a draft of such consent for the Staff’s review.

Response to Comment No. 8

In response to the Staff’s comments, the Amended Submission has been revised throughout to include: (i) an explanation of the interpretation of voting securities with respect to entities that do not have a board of directors; (ii) risk factors relating to Section 3(c)(5)(C) of the Investment Company Act; (iii) a description of qualifying real estate assets; and (iv) the miscellaneous “clean-up” comments.

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.

Bjorn J. Hall, General Counsel and Secretary

Michael S. McCord, Controller

Rise Companies Corp.

Draft Accountant’s Consent

Consent of Independent Auditor

We consent to the use in this Regulation A Offering Circular on Form 1-A of Fundrise Real Estate Investment Trust, LLC of our report dated June 19, 2015, relating to our audit of the balance sheet as of May 31, 2015.

{DRAFT-insert firm signature}

McLean, Virginia

{DRAFT-insert date consent letter signed}