(b) Not applicable.
Item 2. Code of Ethics
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. 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, nor any
waivers granted from, a provision that relates to any element of the code of ethics
definition enumerated in paragraph (b) of this Item 2.
A copy of the code of ethics is included as an exhibit to this
report.
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, 2025 were $150,000. The audit fees billed for the year
ended March 31, 2024 were $128,000. 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: There were no additional fees billed
to the Registrant for the year ended March 31, 2025, or the year ended March
31, 2024, for 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.
(c) Tax Fees: There were no tax fees billed to the Registrant
for the year ended March 31, 2025, or the year ended March 31, 2024, 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 $1,100 for the year
ended March 31, 2025, and the year ended March 31, 2024, respectively. The fees
primarily relate to a 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
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
Ohers 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 proxy voting for
securities 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 (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 voting
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:
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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 specific voting policy as set forth in the Adviser’s
Proxy Voting Policy, provided such specific voting policy was 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 Growth Tech 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.
1. Background and Description
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.
2. Responsibility
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.
3. Procedures
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) 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. Prior to Rise Development, Mr. Miller had been a Managing
Partner of the real estate company WestMill Capital Partners from October 2010
to June 2012, and before that, was President of Western Development Corporation
from April 2006 to October 2010, after joining the company in early 2003 as a
board advisor and then as COO in 2005. Western Development Corp. is one of the
largest retail, mixed-use real estate companies in Washington, D.C. While at
Western Development, Mr. Miller led the development activities of over 1.5
million square feet of property, including more than $300 million of real
estate acquisition and financing. Mr. Miller was an Associate and part of the
founding team of Democracy Alliance, a progressive investment collaborative,
from 2003 until he joined Western Development in 2005. From 1999 to 2001, Mr.
Miller was an associate in business development at Lyte Inc., a retail
technology start-up. Starting in 1997 until 1999, Mr. Miller worked as an
analyst at a private equity real estate fund, Lubert-Adler, and for venture
capital firm IL Management. Mr. Miller has a Bachelor of Arts from the
University of Pennsylvania. Mr. Miller is on the Board of Trustees of the
National Center for Children and Families.
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, 2025: (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:
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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1,863.97
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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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990.87
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2
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$
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147.29
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Other
Accounts
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0
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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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|
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Registered Investment
Companies
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2
|
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|
$
|
1,863.97
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0
|
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$
|
0.00
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|
Other Pooled Investment
Vehicles
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|
12
|
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|
$
|
990.87
|
|
|
2
|
|
|
$
|
147.29
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|
Other Accounts
|
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0
|
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$
|
0.00
|
|
|
0
|
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|
$
|
0.00
|
|
Chris Brauckmuller
|
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|
|
|
|
|
|
|
|
|
|
|
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Registered Investment
Companies
|
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0
|
|
|
$
|
0.00
|
|
|
0
|
|
|
$
|
0.00
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|
Other Pooled Investment
Vehicles
|
|
0
|
|
|
$
|
0.00
|
|
|
0
|
|
|
$
|
0.00
|
|
Other Accounts
|
|
0
|
|
|
$
|
0.00
|
|
|
0
|
|
|
$
|
0.00
|
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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® and eFund™) 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, including those that
may be formed in the future, also rely on these same 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, which in the future may include 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.
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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 to participate in an investment opportunity.
To the extent the Registrant 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 Fund’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 Registrant. 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 will face
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 will 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 real
estate and debt finance 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
real estate and debt finance 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, 2025.
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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0-10,000
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Chris Brauckmuller
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$
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10,001-50,000
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Item 14. Purchase of Equity Securities by Closed-End
Management Investment Company and Affiliated Purchasers
There were no purchases of the Registrant’s equity
securities by the Sponsor or other affiliated purchasers for this annual
reporting period.
Item 15. Submission of Matters to a Vote of Security
Holders
As of May 21, 2025, there have been no material changes in
the procedures by which Shareholders may recommend nominees to the Board of
Directors.
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)(2) Not applicable.
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 Growth Tech Fund, LLC
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 21, 2025
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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.
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 21, 2025
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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 21, 2025
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