Explanatory Note
FUNDRISE REAL ESTATE INVESTMENT TRUST, LLC has prepared this Form 1-A solely for the purpose of filing Exhibit 11.2 pursuant to Rule 252(f)(1)(iii).
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 as Exhibit 15.5 of this Form 1-A) | |
| 2.2 | Second Amended and Restated Operating Agreement | |
| 4.1 | Form of Subscription Package (included in the Offering Circular as Appendix B and incorporated herein by reference) | |
| 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 as Exhibit 15.5 of this Form 1-A) | |
| 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 as Exhibit 15.6 of this Form 1-A) | |
| 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 as Exhibit 15.6 of this Form 1-A) | |
| 11.1 | Consent of Goodwin Procter LLP | |
| 11.2* | Consent of RSM US LLP | |
| 12.1 | Opinion of Goodwin Procter LLP as to the legality of the securities being qualified | |
| 13.1 | Solicitation of Interest Materials – Press Releases | |
| 13.2 | Solicitation of Interest Materials – Emails | |
| 13.3 | Solicitation of Interest Materials – Home Page | |
| 15.1 | Draft offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference to the copy thereof previously made public pursuant to Rule 301 of Regulation S-T) | |
| 15.2 | Draft amended offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference to the copy thereof previously made public pursuant to Rule 301 of Regulation S-T) | |
| 15.3 | Draft amended offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference to the copy thereof previously made public pursuant to Rule 301 of Regulation S-T) | |
| 15.4 | Draft amended offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference to the copy thereof previously made public pursuant to Rule 301 of Regulation S-T) | |
| 15.5 | Draft amended offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference to the copy thereof previously made public pursuant to Rule 301 of Regulation S-T) | |
| 15.6 | Draft amended offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference to the copy thereof previously made public pursuant to Rule 301 of Regulation S-T) | |
| 15.7 | Correspondence by or on behalf of the issuer previously submitted pursuant to Rule 252(d) |
| * | Filed herewith. |
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 September 22, 2016.
| 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 | September 22, 2016 | ||
| Benjamin S. Miller | Fundrise Advisors, LLC (Principal Executive Officer) |
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| /s/ Benjamin S. Miller | Interim Chief Financial Officer and Treasurer of | September 22, 2016 | ||
| Benjamin S. Miller | Fundrise Advisors, LLC | |||
| (Principal Financial Officer and Principal Accounting Officer) |
Exhibit 11.2
Consent of Independent Auditor
We consent to the use in this post qualification amendment of Regulation A Offering Circular on Form 1-A of Fundrise Real Estate Investment Trust, LLC of our report dated April 26, 2016, relating to our audit of the financial statements for the period May 15, 2015 (inception) through December 31, 2015.
McLean, Virginia
September 22, 2016