(b) Not applicable.
Item 2. Code of Ethics
(a) As of the end of the period covered
by this report, the Registrant has adopted a code of ethics that applies to the
Registrant’s principal executive officer and principal financial officer.
(b) Not applicable.
(c) During
the period covered by the report, with respect to the Registrant’s code of ethics
that applies to its principal executive officer and principal financial officer,
there have been no amendments to a provision that relates to any element of the
code of ethics definition enumerated in paragraph (b) of this Item 2.
(d)
During the period covered by the report, with respect to the Registrant’s code of
ethics that applies to its principal executive officer and principal financial officer,
the Registrant did not grant a waiver, including an implicit waiver, from a
provision of the code of ethics that relates to one or more of the items set
forth in paragraph (b) of this Item 2.
(e) Not applicable.
(f) The Registrant’s code of ethics
that applies to its principal executive officer and principal financial officer
is filed herewith as Exhibit 19(a)(1).
Item 3. Audit Committee
Financial Expert
The Board of Directors has designated
Jeffrey R. Deitrich, who serves on the Board’s Audit Committee, as an audit committee
financial expert. Mr. Deitrich is considered by the Board of Directors to be an
independent director.
Item 4. Principal Accountant
Fees and Services
(a) Audit Fees: Audit fees billed
to the Registrant for the year ended March 31, 2026 were $140,000, which is
exclusive of audit fees totaling $35,000 in connection with the annual audit
that had not yet been billed to the Registrant as of March 31, 2026. The audit
fees billed for the year ended March 31, 2025 were $150,000. These amounts
represent aggregate fees billed by the Registrant’s independent registered
public accounting firm, (the “Accountant”) in connection with the annual audit
of the Registrant’s financial statements and for services normally provided by
the Accountant in connection with the Registrant’s statutory and regulatory
filings for that fiscal year, including N-2 Consent fees.
(b) Audit-related fees billed to
the Registrant were $80,000 for the year ended March 31, 2026, which is
exclusive of audit-related fees totaling $30,000 that had not yet been billed
to the Registrant as of March 31, 2026. These amounts represent assurance and
related services by the Accountant that were reasonably related to the
performance of the audit of the Registrant’s financial statements that were not
reported under paragraph (a) of this Item, including comfort letters.
Audit-related fees billed to the Registrant for the year ended March 31, 2025
were $0.
(c) Tax Fees: There were no tax
fees billed to the Registrant for the year ended March 31, 2026, or the year
ended March 31, 2025, for professional services rendered by the Accountant for
tax compliance, tax advice, or tax planning.
(d) All Other Fees: The aggregate
fees billed for products and services provided by the Accountant, other than
the services reported in paragraphs (a) through (c) of this Item were $1,800
and $1,800 for the year ended March 31, 2026, and the year ended March 31,
2025, respectively. The fees primarily relate to an Accounting Research Online
subscription.
(e)(1) The Audit Committee has
adopted, and the Board has approved, a Policy on Pre-Approval of Audit and
Non-Audit Services (the “Policy”), which is intended to comply with Rule 2-01
of Regulation S-X and sets forth guidelines and procedures to be followed by
the Registrant when retaining an auditor to perform audit, audit-related, tax
and other services for the Registrant. The Policy permits such services to be
pre-approved by the Audit Committee pursuant to either a general pre-approval
or specific pre-approval. Unless a type of service provided by the auditor has
received general pre-approval, it requires specific pre-approval by the Audit
Committee. Any proposed services exceeding pre-approved cost levels require
specific pre-approval by the Audit Committee.
(e)(2) With respect to the
services provided to the Registrant described in paragraphs (b) through (d) of
this Item 4, no amount was approved by the Audit Committee pursuant to
paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable, all non-audit
services that were rendered to the Registrant's investment adviser were
pre-approved as required.
(i) Not applicable.
(j) Not applicable.
Item 5. Audit Committee of
Listed Registrants
(a)
The
Fund has a separately-designated standing Audit Committee established in
accordance with Section 3(a)(58)(A) of the Exchange Act of 1934. The
members of the Fund’s Audit Committee are Jennifer Blatnik, Jeffrey R. Deitrich
and Glenn R. Osaka.
(b) Not applicable.
Item 6. Investments
(a) The schedule of investments
is included as part of the report to Shareholders filed under Item 1(a) of this
form.
(b) There were no divestments of
securities (as defined by Section 13(c) of the 1940 Act) for this annual
reporting period.
Item 7. Financial Statements
and Financial Highlights for Open-End Management Investment Companies
Not applicable.
Item 8. Changes in and Disagreements
with Accountants for Open-End Management Investment Companies
Not applicable.
Item 9. Proxy Disclosures for
Open-End Management Investment Companies
Not applicable.
Item 10. Remuneration Paid to
Directors, Officers and Others of Open-End Management Investment Companies.
Not applicable.
Item 11. Statement Regarding
Basis for Approval of Investment Advisory Contract.
The Registrant’s statement
regarding the basis for approval of its investment advisory contract is
included as part of the report to shareholders filed under Item 1(a) of this
form.
Item 12. Disclosure of Proxy
Voting Policies and Procedures for Closed-End Management Investment Companies
The
Registrant’s Board of Directors (the “Board”) has adopted this Proxy Voting Policy
(the “Proxy Voting Policy”) on behalf of the Registrant which delegates the responsibility
for decisions regarding proxies for securities held or proposed to be held by
the Registrant to Fundrise Advisors, LLC (the “Adviser”), subject to the Board’s
continuing oversight. The Registrant’s Chief Compliance Officer shall ensure that
the Adviser has adopted a Proxy Voting Policy and Procedures (the “Adviser’s Proxy
Voting Policy”), which it will use to vote proxies for securities held by the
Registrant in a manner that is consistent with this Proxy Voting Policy, as may
be amended from time to time. The Board, including a majority of the Directors who
are not “interested persons” (as such term is defined in the Investment Company
Act of 1940, as amended) of the Registrant, must approve the Adviser’s Proxy Voting
Policy as it relates to the Registrant. Due to the nature of the securities and
other assets in which the Registrant intends to invest, proxy voting decisions for
the Registrant may be limited.
The Registrant believes that the voting
of proxies is an important part of portfolio management as it represents an opportunity
for shareholders to make their voices heard and to influence the direction of a
company. The Registrant is committed to voting proxies received in a manner consistent
with the best interests of the Registrant’s shareholders. The Registrant believes
that the Adviser is in the best position to make individual decisions for the
Registrant consistent with this Proxy Voting Policy. Therefore, subject to the oversight
of the Board, the Registrant has delegated the following duties to the Adviser
pursuant to the Registrant’s Proxy Voting Policy:
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to make the proxy voting decisions
for the Registrant, in accordance with the Adviser’s Proxy Voting Policy;
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to assist the Registrant in disclosing
its proxy voting record as required by Rule 30b1-4 under the 1940 Act, including
providing the following information for each matter with respect to which the
Registrant is entitled to vote: (a) information identifying the matter voted on;
(b) whether the matter was proposed by the issuer or by a security holder; (c)
whether and how the Registrant cast its vote; and (d) whether the Registrant cast
its vote for or against management; and
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to provide to the Board, at least
annually, a record of each proxy voted by the Adviser on behalf of the Registrant,
including a report on the resolution of all proxies identified by the Adviser
as involving a conflict of interest.
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In cases where a matter with respect
to which the Registrant was entitled to vote presents a conflict between the interest
of the Registrant’s shareholders, on the one hand, and those of the Adviser or its
affiliate, on the other hand, the Registrant shall always vote in the best interest
of the Registrant’s shareholders. For purposes of this Proxy Voting Policy, a vote
shall be considered in the best interest of a Registrant’s shareholders when a vote
is cast consistent with the proxy voting policy as set forth in the Adviser’s Proxy
Voting Policy, provided such guidelines were approved by the Board. The Adviser
shall review with the Board any proposed material changes or amendments to the Adviser’s
Proxy Voting Policy prior to implementation.
The Registrant will file a Form N-PX
with the Registrant’s complete proxy voting record for the 12 months ended June
30, no later than August 31 of each year.
The copy of the Adviser’s Proxy Voting
Policy is set forth below.
Adviser Proxy
Voting Policies and Procedures
Fundrise Advisors, LLC (the
“Adviser”), as a matter of policy and as a fiduciary to the Fundrise Innovation
Fund, LLC (the “Fund”), has the responsibility for voting proxies for
securities consistent with the best interests of the Fund. The Adviser maintains
written procedures as to the handling, voting and reporting of proxy voting and
makes appropriate disclosures about the Adviser’s proxy procedures and the
availability of the Adviser’s proxy voting record. In general, the Adviser does
not receive proxies to be voted due to the nature of its investments on behalf
of the Fund; the procedures maintained by the Adviser are intended to comply
with Rule 206(4)-6 under the Investment Advisers Act of 1940 (the “Advisers
Act”) in the infrequent instance that the Adviser receives a proxy, or other
action requiring a vote, from a security held or proposed to be held by the
Fund.
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1.
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Background and Description
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In general, proxy voting is an important
right of shareholders and reasonable care and diligence must be undertaken to ensure
that such rights are properly and timely exercised. Investment advisers registered
with the U.S. Securities and Exchange Commission, and which exercise voting authority
with respect to client securities, are required by Rule 206(4)-6 under the Advisers
Act to (a) adopt and implement written policies and procedures that are reasonably
designed to ensure that client securities are voted in the best interests of clients,
which must include how an adviser addresses material conflicts that may arise between
an adviser’s interests and those of its clients; (b) disclose to clients how they
may obtain information from the adviser with respect to the voting of proxies for
their securities; (c) describe to clients a summary of its proxy voting policies
and procedures and, upon request, furnish a copy to its clients; and (d) maintain
certain records relating to the adviser’s proxy voting activities when the adviser
does have proxy voting authority.
The purpose of these procedures (the
“Procedures”) is to set forth the principles, guidelines and procedures by which
the Adviser may vote the securities held by the Fund for which the Adviser may exercise
voting authority and discretion. These Procedures have been designed to ensure that
proxies are voted in the best interests of the Fund in accordance with fiduciary
duties and Rule 206(4)-6 under the Advisers Act.
The Adviser’s Chief Compliance Officer
(together with any designees, the “CCO”) has responsibility for the implementation
and monitoring of the Procedures, including associated practices, disclosures and
recordkeeping.
The Adviser has adopted the procedures
below to implement its proxy voting policy and to monitor and ensure that the policy
is observed and amended or updated, as appropriate.
Voting Procedures
In the event the Adviser’s personnel
receive proxy materials on behalf of the Fund, the personnel will forward such materials
to the appropriate members of the Adviser’s Investment Committee (or any
committee delegated responsibility and authority by the Investment Committee) to
vote the proxy. The Adviser’s Investment Committee will analyze the proxy materials
and determine how the Adviser should vote the proxy in accordance with applicable
voting guidelines below. The CCO is responsible for coordinating this process in
a timely and appropriate manner and delivering the proxy prior to the voting deadline.
The Adviser may engage a third-party
proxy research and voting service to assist it in researching, recordkeeping and
voting of proxies, subject to appropriate oversight.
Proxy Voting Guidelines
The following guidelines (the “Guidelines”)
will inform the Adviser’s proxy voting decisions:
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The guiding principle by which the
Adviser votes on all matters submitted to security holders is the maximization
of the ultimate economic value of the Fund’s holdings. The Adviser does not permit
voting decisions to be influenced in any manner that is contrary to, or dilutive
of, the guiding principle set forth above.
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The Adviser will seek to avoid situations
where there is any material conflicts of interest affecting its voting decisions.
Any material conflicts of interest, regardless of whether actual or perceived,
will be addressed in accordance with the conflict resolution procedures (see below).
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The Adviser generally will vote
on all matters presented to security holders in any proxy. However, Adviser reserves
the right to abstain on any particular vote or otherwise withhold its vote on
any matter if, in the judgment of Adviser, the costs associated with voting such
proxy outweigh the benefits to the Fund or if the circumstances make such an abstention
or withholding otherwise advisable and in the best interest of the Fund, in the
judgment of Adviser.
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Notwithstanding
the foregoing guideline, as part of an investment decision the Adviser may
waive or delegate voting rights (either with respect to a particular proxy or
with respect to an investment or proposed investment more generally) when in
the best interest of the Fund in accordance with the Adviser’s fiduciary
duties.
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Proxies will be voted in accordance
with the Fund’s proxy voting policies and procedures, any applicable investment
policies or restrictions of the Fund and, to the extent applicable, any resolutions
or other instructions approved by the Fund’s Board of Directors.
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Absent any legal or regulatory requirement
to the contrary, the Adviser generally will seek to maintain the confidentiality
of the particular votes that it casts on behalf of the Fund; however, the Adviser
recognizes that the Fund must disclose the votes cast on its behalf in accordance
with all legal and regulatory requirements.
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While these Guidelines are intended
to provide a benchmark for voting standards, each vote is ultimately cast on a case-by-case
basis, taking into consideration the Adviser’s contractual obligations to the Fund
and all other relevant facts and circumstances at the time of the vote (such that
these Guidelines may be overridden to the extent Adviser believes appropriate).
Conflicts of Interest
In certain instances, a potential
or actual material conflict of interest may arise when the Adviser votes a proxy.
As a fiduciary to the Fund, the Adviser takes these conflicts very seriously. While
the Adviser’s primary goal in addressing any such conflict is to ensure that proxy
votes are cast in the Fund’s best interest and are not affected by the Adviser’s
potential or actual material conflict, there are a number of courses that the Adviser
may take. The final decision about which course to follow shall be made by the Adviser’s
Investment Committee. The Investment Committee may cause any of the following actions,
among others, to be taken in that regard:
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vote the relevant proxy in accordance
with the vote indicated by the Guidelines;
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vote the relevant proxy as an exception
to Guidelines, provided that the reasons behind the voting decision are in the
best interest of the Fund, are reasonably documented and are approved by the Adviser’s
CCO;
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engage an unaffiliated third-party
proxy advisor to provide a voting recommendation or direct the proxy advisor to
vote the relevant proxy in accordance with its independent assessment of the matter;
or
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“echo vote” or “mirror vote” the
relevant proxy in the same proportion as the votes of other proxy holders.
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Disclosure
The Adviser will provide conspicuously
displayed information in the Fund’s registration statement summarizing these Procedures,
including a statement that Shareholders may request information regarding how the
Adviser voted the Fund’s proxies, and may request a copy of these Procedures.
Requests for Information
All requests for information regarding
proxy votes, or these Procedures, received by any Adviser personnel should be forwarded
to the Adviser’s CCO. In response to any request from a Fund shareholder, the CCO
will prepare a written response with such information as the CCO determines, in
its sole discretion, should be shared with the Fund shareholder.
Recordkeeping
The Adviser’s CCO shall retain the following records:
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These Procedures and any amendments;
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Each proxy statement that the Adviser receives;
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A record of each vote that the Adviser casts;
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Any document the Adviser created that was material to deciding
how to vote a proxy, or that memorializes that decision; and
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A copy of each written request for information on how the Adviser
voted proxies, and a copy of any written response.
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Item 13. Portfolio Managers of
Closed-End Management Investment Companies
(a)(1) As of the date of this
filing, Benjamin S. Miller, Brandon T. Jenkins, and Chris Brauckmuller are the
Registrant’s portfolio managers and are primarily responsible for day-to-day
management of the Registrant’s investment portfolio.
Benjamin S. Miller – Mr.
Miller currently serves as Chief Executive Officer of the Adviser and has
served as Chief Executive Officer and a Director of Rise Companies since its
inception on March 14, 2012.
Mr.
Miller has 25 years of experience in real estate and finance. Mr. Miller has
been responsible for acquiring more than $8 billion of real estate assets,
including +37,000 residential units and 5 million square feet of industrial and
commercial space. Prior to founding Fundrise, Mr. Miller was a Managing Partner
of the real estate development company WestMill Capital Partners and before
that, was President of Western Development Corporation, one of the largest
mixed- use real estate development companies in the Washington, D.C. metro
area. Mr. Miller worked as an analyst for private equity real estate fund,
Luber-Adler, and was part of the founding staff of Democracy Alliance, a
progressive investment collaborative. Mr. Miller has a Bachelor of Arts from
the University of Pennsylvania.
Brandon T. Jenkins – Mr.
Jenkins currently serves as Chief Operating Officer of the Adviser and has
served in such capacities with the sponsor since February of 2014, prior to
which time he served as Head of Product Development and Director of Real Estate
which he continues to do currently. Additionally, Mr. Jenkins has served as
Director of Real Estate for WestMill Capital Partners since March of 2011.
Previously, Mr. Jenkins spent two and a half years as an investment advisor and
sales broker at Marcus & Millichap, the largest real estate investment
sales brokerage in the country. Prior to his time in brokerage, Mr. Jenkins
also worked for Westfield Corporation, a leading shopping center owner. Mr.
Jenkins earned his Bachelor of Arts in Public Policy and Economics from Duke
University.
Chris Brauckmuller –
Mr. Brauckmuller serves as Chief Strategy Officer of the Adviser and
has served in such capacity since January 2022. Mr. Brauckmuller served as our
Chief Product Officer from September 2018 to January 2022 and Director of
Design and Creative of the Adviser from December 2012 to September 2018. From
March 2010 to December 2012, Mr. Brauckmuller ran his own independent interactive
design studio. Previously, Mr. Brauckmuller was employed as an interactive
designer at 352 Media Group (now 352 Inc.), based in Gainesville, Florida,
where he led creative efforts on accounts ranging from startups to Fortune 500
technology companies, including Microsoft and BAE Systems. Mr. Brauckmuller
received a Bachelor of Arts degree from the University of Florida.
(a)(2) The portfolio managers
primarily responsible for the day-to-day management of the Registrant’s
portfolio also manage other pooled investment vehicles, as indicated below. The
following table identifies, as of March 31, 2026: (i) the number of other registered
investment companies, other pooled investment vehicles and other accounts
managed by each portfolio manager; (ii) the total assets of such companies,
vehicles and accounts; and (iii) the number and total assets of such companies,
vehicles and accounts that are subject to an advisory fee based on performance,
unless otherwise noted:
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Name
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Number of
Other
Accounts
Managed
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Total Assets of
Other
Accounts
Managed
(Millions)
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Number of
Other Accounts
Managed
Paying
Performance
Fees
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Total Assets of
Other Accounts
Managed Paying
Performance Fees
(Millions)
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Benjamin S. Miller
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Registered
Investment Companies
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2
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$
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1,980.71
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0
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$
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0.00
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Other
Pooled Investment Vehicles
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12
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$
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941.44
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3
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$
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192.64
|
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Other
Accounts
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0
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$
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0.00
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0
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$
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0.00
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Brandon T. Jenkins
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Registered Investment
Companies
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2
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$
|
1,980.71
|
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0
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$
|
0.00
|
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|
Other Pooled Investment
Vehicles
|
|
12
|
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|
$
|
941.44
|
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3
|
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$
|
192.64
|
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|
Other Accounts
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0
|
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$
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0.00
|
|
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0
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$
|
0.00
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|
Chris Brauckmuller
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Registered Investment
Companies
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0
|
|
|
$
|
0.00
|
|
|
0
|
|
|
$
|
0.00
|
|
|
Other Pooled Investment
Vehicles
|
|
0
|
|
|
$
|
0.00
|
|
|
0
|
|
|
$
|
0.00
|
|
|
Other Accounts
|
|
0
|
|
|
$
|
0.00
|
|
|
0
|
|
|
$
|
0.00
|
|
Conflicts of Interest
Actual or apparent conflicts of
interest may arise when a portfolio manager has day-to-day management
responsibilities with respect to more than one investment account. Portfolio
managers who manage other investment accounts in addition to a Registrant may
be presented with the potential conflicts summarized below. The Adviser has
adopted various policies and procedures designed to address potential conflicts
of interest and intended to provide for fair and equitable management, also
summarized below.
General. The officers and
directors of the Adviser and the key investment professionals of Rise Companies
who perform services for the Registrant on behalf of the Adviser are also
officers, directors, managers, and/or key professionals of Rise Companies and
other Fundrise entities (such as the eREITs
®
).
These persons have legal obligations with respect to those entities that are
similar to their obligations to the Registrant. In the future, these persons
and other affiliates of Rise Companies may organize other programs and acquire
for their own account investments that may be suitable for the Registrant. In
addition, Rise Companies may grant equity interests in the Adviser to certain
management personnel performing services for the Adviser.
Payment of Certain Fees and
Expenses of the Adviser. The Management Fee paid to Adviser will be based
on the Registrant’s NAV, which will be calculated by Rise Companies’ internal
accountants and asset management team. The Adviser may benefit by the
Registrant retaining ownership of its assets at times when Shareholders may be
better served by the sale or disposition of the Registrant’s assets in order to
avoid a reduction in the Registrant’s NAV.
Allocation of Investment
Opportunities. The Registrant relies on the Adviser’s executive officers
and Rise Companies’ key investment professionals who act on behalf of the
Adviser to identify suitable investments. Rise Companies and other Fundrise
entities also rely on these same key investment professionals. Rise Companies
has in the past, and expects to continue in the future, to offer other Fundrise
Platform investment opportunities, primarily through the Fundrise Platform,
including offerings that acquire or invest in technology and
technology related companies
.
Other programs may have investment criteria that compete
with the Registrant.
If an investment
opportunity would be suitable for more than one program, Rise Companies will
allocate it using its business judgment. Any allocation of this type may
involve the consideration of a number of factors that Rise Companies determines
to be relevant. The factors that Rise Companies’ investment professionals could
consider when determining the entity for which an investment opportunity would
be the most suitable include the following:
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the investment objectives and
criteria of Rise Companies and the other Fundrise entities;
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the cash requirements of Rise
Companies and the other Fundrise entities;
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the effect of the investment on
the diversification of Rise Companies’ or the other Fundrise entities’ portfolio
by type of investment, and risk of investment;
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the policy of Rise Companies or
the other Fundrise entities relating to leverage;
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the anticipated cash flow of the
asset to be acquired;
|
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the income tax effects of the
purchase on Rise Companies or the other Fundrise entities;
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the size of the investment; and
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the amount of funds available to
Rise Companies or the Fundrise entities.
|
If a subsequent event or development causes any investment,
in the opinion of Rise Companies’ investment professionals, to be more
appropriate for another Fundrise entity, they may offer the investment to such
entity.
In addition, any decisions by the
Adviser to renew, extend, modify or terminate an agreement or arrangement, or
enter into similar agreements or arrangements in the future, may benefit one
program more than another program or limit or impair the ability of any program
to pursue business opportunities. In addition, third parties may require as a
condition to their arrangements or agreements with or related to any one
particular program that such arrangements or agreements include or not include
another program, as the case may be. Any of these decisions may benefit one
program more than another program.
The Adviser may determine it
appropriate for the Registrant and one or more Fundrise entities (such as the
eREITs® and any additional funds registered under the 1940 Act and sponsored by
the Sponsor) to participate in an investment opportunity. To the extent the
Fund is able to make co-investments with other Fundrise entities, these
co-investment opportunities may give rise to conflicts of interest or perceived
conflicts of interest among the Registrant and the other participating Fundrise
entities. To mitigate these conflicts, the Adviser will seek to execute such
transactions for all of the participating entities, including the Registrant,
on a fair and equitable basis, taking into account such factors as available
capital, portfolio concentrations, suitability and any other factors deemed
appropriate. However, there can be no assurance the risks posed by these
conflicts of interest will be mitigated.
In order to avoid any actual or
perceived conflicts of interest among the Fundrise Platform investment
opportunities and with the Adviser’s directors, officers and affiliates, the
Registrant has adopted a conflicts of interest policy to specifically address some
of the conflicts relating to the Registrant’s activities. There is no assurance
that these policies will be adequate to address all of the conflicts that may
arise or will address such conflicts in a manner that is favorable to the Fund.
The Adviser may modify, suspend or rescind the policies set forth in the
conflicts policy, including any resolution implementing the provisions of the
conflicts policy, in each case, without a vote of the Fund’s Shareholders.
Allocation of the Registrant
Affiliates’ Time. The Registrant relies on Rise Companies’ key investment
professionals who act on behalf of the Adviser, including Mr. Benjamin S.
Miller, for the day-to-day operation of the Registrant’s business. Mr. Benjamin
S. Miller is also the Chief Executive Officer of Rise Companies and other
Fundrise entities. As a result of his interests in other Fundrise
entities, his obligations to other investors and the fact that he engages in
and he will continue to engage in other business activities on behalf of
himself and others, Mr. Benjamin S. Miller faces conflicts of interest in
allocating his time among the Registrant, the Adviser and other Fundrise
entities and other business activities in which he is involved. However, the
Registrant believes that the Adviser and its affiliates have sufficient investment
professionals to fully discharge their responsibilities to the Fundrise
entities for which they work.
Receipt of Fees and Other
Compensation by the Adviser and its Affiliates. The Adviser and its
affiliates receive fees from the Registrant. These fees could influence the
Adviser’s advice to the Registrant as well as the judgment of affiliates of the
Adviser, some of whom also serve as the Adviser’s officers and directors and
the key investment professionals of Rise Companies. Among other matters, these
compensation arrangements could affect their judgment with respect to:
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the continuation, renewal or enforcement of provisions in
the LLC Agreement involving the Adviser and its affiliates or the Investment
Management Agreement;
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the offering of shares by the Registrant, which entitles
the Adviser to a Management Fee and other fees;
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acquisitions of investments and originations of equity or
loans at higher purchase prices, which entitle the Adviser to higher
acquisition fees and origination fees regardless of the quality or
performance of the investment or loan;
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borrowings up to the Registrant’s stated borrowing policy
to acquire investments and to originate loans, which borrowings will increase
the Management Fee payable by the Registrant to the Adviser;
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whether the Registrant seeks necessary approvals to
internalize the Registrant’s management, which may entail acquiring assets
(such as office space, furnishings and technology costs) and the key investment
professionals of Fundrise Companies who are performing services for the
Registrant on behalf of the Adviser for consideration that would be
negotiated at that time and may result in these investment professionals
receiving more compensation from the Registrant than they currently receive
from Rise Companies; and
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whether and when the Registrant merges or consolidates its
assets with other funds, including funds affiliated with the Adviser.
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Duties Owed by Some of the
Registrant’s Affiliates to the Adviser and the Adviser’s Affiliates. The
Adviser’s officers and directors and the key investment professionals of Rise
Companies performing services on behalf of the Adviser are also officers, directors,
managers and/or key professionals of:
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Rise Companies;
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the Adviser;
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Fundrise, LLC;
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other investment programs sponsored by Rise Companies; and
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other Fundrise entities.
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As a result, they owe duties to each of these entities,
their shareholders, members and limited partners. These duties may from time to
time conflict with the duties that they owe to the Registrant.
(a)(3) Each of the Registrant’s
portfolio managers receives compensation for his services, including services
performed for the Registrant on behalf of the Adviser, from Rise Companies. In
an effort to retain key personnel, Rise Companies has structured its
compensation plans for portfolio managers (and other key personnel) in a manner
that it believes is competitive with other similar investment management firms.
The portfolio managers are compensated with a fixed base salary and
discretionary bonus based on, among other factors, the overall performance of
Rise Companies. The bonus structure is formula driven and is not tied to the
investment returns generated by, or the value of assets held in, the Registrant
or any of the other accounts managed.
(a)(4) The following table discloses the dollar range of
equity securities beneficially owned by the portfolio managers of the Registrant
as of March 31, 2026.
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Name of Portfolio Manager
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Dollar Range of Equity
Securities in the Fund
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Benjamin S. Miller
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$
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10,001-50,000
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Brandon T. Jenkins
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$
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1-10,000
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Chris Brauckmuller
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$
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10,001-50,000
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(b) Not applicable.
Item 14. Purchase of Equity
Securities by Closed-End Management Investment Company and Affiliated
Purchasers
During the period covered by this
report, neither the Fund nor any “affiliated purchaser” (as defined in Rule
10b-18 under the Securities Exchange Act of 1934) purchased any shares or other
units of any class of the Fund’s equity securities.
Item 15. Submission of Matters
to a Vote of Security Holders
NOMINATIONS AND
PROPOSALS BY MEMBERS
Nominations of persons for
election as a Director and the proposal of other business to be considered by
the Members may be made at an annual meeting of Members (i) pursuant to the
Fund’s notice of meeting (or any supplement thereto), (ii) by or at the
direction of the Directors or any committee thereof or (iii) by any Member who
was a Member of record at the time the notice provided for in Section 12.9
of the Amended and Restated Limited Liability Company Agreement dated as of
February 2, 2026 (the “LLC Agreement”) is delivered to the Fund
secretary and at the time of the annual meeting, who held Shares continuously
for such period, who is entitled to vote at the meeting, and who complied with
the notice procedures set forth in Section 12.9 of the LLC Agreement. A
“Share” means a share of the Fund issued by the Fund that evidences a Member’s
rights, powers and duties with respect to the Fund pursuant to the LLC
Agreement and the Delaware Limited Liability Company Act (6 Del. C.
Section 18-101, et seq., as amended, supplemented, or restated
from time to time, and any successor to such statute.) Shares may be Common
Shares or Preferred Shares and may be issued in different Classes or series (as
such capitalized terms are defined in the LLC Agreement).
For nominations for election as a
Director or other business to be properly brought before an annual meeting by a
Member pursuant to Section 12.9(a) of the LLC Agreement, the Member must
have given timely notice thereof in writing to the secretary of the Fund and
any such proposed business (other than nominations of persons for election as a
Director) must otherwise be a proper matter for action by Members. Without
limiting the generality of the foregoing, no proposal may be made with respect
to any matter that the Members do not have the right to vote on under the LLC
Agreement. To be timely, a Member’s notice must be delivered to the Fund
secretary at the Fund’s principal executive office by not later than the close
of business on the 90th day prior to the first anniversary of the date of
mailing of the notice for the preceding year’s annual meeting nor earlier than
the close of business on the 120th day prior to the first anniversary of the date
of the mailing of the notice for the preceding year’s annual meeting; provided,
however, that in the event that the date of the mailing of the notice for the
annual meeting is advanced or delayed by more than thirty days from the
anniversary date of the mailing of the notice for the preceding year’s annual
meeting, notice by the Member to be timely must be so delivered not earlier
than the close of business on the 120th day prior to the date of mailing of the
notice for such annual meeting and not later than the close of business on the
later of the 90th day prior to the date of mailing of the notice for such
annual meeting or the 10th day following the day on which public announcement
of the date of mailing of the notice for such meeting is first made by the
Fund. In no event shall the public announcement of a postponement of the
mailing of the notice for such annual meeting or of an adjournment or
postponement of an annual meeting to a later date or time commence a new time
period for the giving of a Member’s notice as described above. A Member’s
notice to be proper must set forth: (a) as to the Member giving the notice and
the beneficial owners, if any, on whose behalf the nomination or proposal is
made (i) the name and address of such Member, as they appear in the Fund’s
books, and of such beneficial owner, (ii) the Class or series, if any, and
number of all Shares of the Company owned beneficially and of record by Member
at the time the recommendation is submitted and the dates on which such Shares
were acquired, specifying the number of Shares owned beneficially, (iii) a
description of all arrangements, agreements, or understandings between the
Member and any other person or persons (including their names) pursuant to
which the Member’s recommendation is being made (including, in the case of a
nomination, the candidate), and if none, so specify, (iv) a representation,
which is complied with, that the Member is a Member of record of the Fund
entitled to vote at such meeting and intends to appear in person or by proxy at
the meeting to propose such business or nomination, (v) a representation, which
is complied with, that the Member or the beneficial owner, if any, intends or
is part of a group which intends to deliver a proxy statement and/or form of
proxy to Members entitled to cast the requisite number of votes to approve or
adopt the proposal or elect the nominee, and (vi) any other information
relating to such Member and beneficial owner, if any, that must be disclosed in
solicitation of proxies for election of Directors in an election contest (even
if an election contest is not involved), or otherwise would be required, in
each case pursuant to the Exchange Act of 1934 (the “Exchange Act”) and the
rules and regulations promulgated thereunder; (b) as to each person whom the
Member proposes to nominate for election as a Director (i) a full listing of
the proposed candidate’s education, experience (including knowledge of the
investment company industry, experience as a Director or director or senior
officer of public or private companies, and directorships on other boards of
other registered investment companies), current employment, date of birth,
business and residence address, and the names and addresses of at least three
professional references, (ii) information as to whether the candidate is, has
been or may be an “interested person” (as defined in the Investment Company Act
of 1940, as amended) of the Fund or any affiliate of the Fund, and, if believed
not to be or have been an “interested person” information regarding the
candidate that will be sufficient for the Directors to make such determination,
(iii) the written and signed consent of the candidate to be named as a nominee
and to serve as a Director of the Fund, if elected, (iv) the Class or series,
if any, and number of all Shares of the Fund or any other Fund owned of record
or beneficially by the candidate, as reported by the candidate, and (v) such
other information that would be helpful to the Directors in evaluating the
candidate; and (c) as to any other business that the Member proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the text of the proposal or business (including the text of
any resolutions proposed for consideration), the reasons for conducting such
business at the meeting and any material interest in such business of such
Member and the beneficial owner, if any, on whose behalf the proposal is made.
A Member providing notice of any
nomination or any other business proposed to be made at a meeting shall further
update and supplement such notice so that: (a) the information provided in such
notice pursuant to Section 12.9 shall be complete and correct as of the
record date for determining the Members entitled to receive notice of the
meeting, and such update and supplement shall be delivered to, or be mailed and
received by, the secretary at the Fund’s principal executive office not later
than five (5) business days after the record date for determining the Members
entitled to receive notice of such meeting and (b) with respect to nominations
of persons for election as a Director, any additional information reasonably
requested by the Board of Directors to determine that each person whom the
Member proposes to nominate for election as a Director is qualified to act as a
Director, including information reasonably requested by the Board to determine
that such proposed candidate has met the Director qualifications as set out
in Section 5.9 of the LLC Agreement, is provided, and such update
and supplement shall be delivered to, or be mailed and received by, the
secretary at the Fund’s principal executive office not later than five (5)
business days after the request by the Board for additional information
regarding Director qualifications has been delivered to, or mailed and received
by, such Member providing notice of any nomination.
Only such business shall be
conducted at a special meeting of Members as shall have been brought before the
meeting pursuant to the Fund’s notice of meeting. Nominations of persons for
election to the Directors may be made at a special meeting of Members at which
Directors are to be elected (i) pursuant to the Fund’s notice of meeting (or
any supplement thereto), (ii) by or at the direction of the Directors or any
committee thereof or (iii) provided that the Directors have determined that
Directors shall be elected at such special meeting, by any Member of the Fund
who is a Member of record both at the time the notice provided for in Section
12.9(b) of the LLC Agreement is delivered to the secretary and
at the time of the special meeting, who is entitled to vote at the meeting and
who complied with the notice procedures set forth in Section 12.9(b)
of the LLC Agreement. In the event the Fund calls a special meeting of
Members for the purpose of electing one or more Directors, any such Member may
nominate a person or persons (as the case may be) for election to such position
as specified in the Fund’s notice of meeting, if the Member’s notice containing
the information required by Section 12.9(a) of the LLC
Agreement shall have been delivered to the Fund secretary at the Fund’s
principal offices not earlier than the close of business on the 120th day prior
to such special meeting and not later than the close of business on the later
of the 90th day prior to such special meeting or the 10th day following the day
on which public announcement is first made of the date of the special meeting
and the nominees proposed by the Directors to be elected at such meeting. In no
event shall the public announcement of a postponement or adjournment of a
special meeting to a later date or time commence a new time period for the
giving of a Member’s notice as described above.
Only such persons who are
nominated in accordance with the procedures and requirements set forth in
this Section 12.9 shall be eligible to serve as Director, and
only such business shall be conducted at a meeting of Members as shall have
been brought before the meeting in accordance with the procedures and
requirements set forth in this Section 12.9. The chairperson of the
meeting shall have the power and duty to determine whether a nomination or any
other business proposed to be brought before the meeting was made or proposed,
as the case may be, in accordance with the procedures and requirements set
forth in this Section 12.9 and, if any proposed nomination or
other business is not in compliance with this Section 12.9, to
declare that such nomination or proposal shall be disregarded. Without limiting
the generality of the foregoing or any other requirements herein, (i) a Member
shall be disqualified from bringing any business proposed to be brought before
a meeting if any of the information in such Member’s notice, or provided in
connection therewith, is not correct and complete or if such Member does not
comply fully with the representations in such notice and (ii) if the Member (or
a qualified representative of such Member) does not appear at the annual or
special meeting of Members of the Company to present a nomination or proposed
business, such nomination shall be disregarded and such proposed business shall
not be transacted, notwithstanding that proxies in respect of such vote may
have been received by the Fund. For purposes of Section 12.9 of the LLC
Agreement, to be considered a qualified representative of a Member, a
person must be a duly authorized officer, manager or partner of such Member or
must be authorized by a writing executed by such Member or an electronic
transmission delivered by such Member to act for such Member as proxy at the
meeting of Members and such person must produce such writing or electronic
transmission, or a reliable reproduction of the writing or electronic
transmission, at the meeting of Members.
The “date of mailing of the
notice” shall mean the date of the proxy statement for the solicitation of
proxies for election of Directors and (b) “public announcement” shall mean
disclosure (i) in a press release either transmitted to the principal
securities exchange on which Shares of the Fund are traded or reported by a
recognized news service or (ii) in a document publicly filed by the Fund with
the U.S. Securities and Exchange Commission.
Notwithstanding the
foregoing, a Member shall also comply with all applicable requirements of state
law and of the Exchange Act and the rules and regulations thereunder with
respect to the matters set forth in Section 12.9 of the LLC Agreement. Nothing
in Section 12.9 of the LLC Agreement shall be deemed to affect any
right of a Member to request inclusion of a proposal in, nor the right of the
Company to omit a proposal from, the Fund’s proxy statement pursuant to Rule
14a-8 (or any successor provision) under the Exchange Act.
The Board of Directors may from
time to time require any individual nominated to serve as a Director to agree
in writing with regard to matters of business ethics and confidentiality while
such nominee serves as a Director, such agreement to be on the terms and in a
form determined satisfactory by the Board, as amended and supplemented from
time to time in the discretion of the Board.
Item 16. Controls and
Procedures
(a) The Registrant’s principal
executive officer and principal financial officer have concluded that the
Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c)
under the 1940 Act) are effective as of a date within 90 days of the filing
date of this Report, based on the evaluation of these controls and procedures
required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b)
under the Securities Exchange Act of 1934, as amended.
(b) There were no changes in the
Registrant’s internal control over financial reporting (as defined in Rule
30a-3(d) under the 1940 Act) that occurred during the period covered by this report
that have materially affected, or are reasonably likely to materially affect,
the Registrant’s internal control over financial reporting.
Item 17. Disclosure of
Securities Lending Activities for Closed-End Management Investment Companies
Not applicable.
Item 18. Recovery of
Erroneously Awarded Compensation
Not applicable.
Item 19. Exhibits
(a)(1) Registrant’s Code of Ethics
is filed herewith.
(a)(2) Not applicable.
(a)(3) A
separate certification for each of the Registrant’s Principal Executive Officer
and Principal Financial Officer as required by Rule 30a-2(a) under the 1940 Act
(17 CFR 270.30a-2(a)) and Section 302 of the Sarbanes-Oxley Act of 2002 is
filed herewith.
(a)(4) Not applicable.
(a)(5) Not applicable.
(b) Certifications
pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the
Sarbanes-Oxley Act of 2002 are filed herewith.
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934 and the Investment
Company Act of 1940, the registrant has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Fundrise Innovation Fund, LLC
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By
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/s/ Benjamin S. Miller
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Name: Benjamin S. Miller
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Title: President
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Date
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May 30, 2026
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Pursuant to the requirements of
the Securities Exchange Act of 1934 and the Investment Company Act of 1940,
this Report has been signed below by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
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By
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/s/ Benjamin S. Miller
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Name: Benjamin S. Miller
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Title: Principal Executive
Officer
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Date
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May 30, 2026
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By
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/s/ Alison A. Staloch
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Name: Alison A. Staloch
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Title: Treasurer and Principal
Financial Officer
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Date
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May 30, 2026
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