Fundrise Opportunity Fund, LP

1 PRIVATE PLACEMENT MEMORANDUM Fundrise Opportunity Fund, LP Up to $500,000,000 in Common Units Sponsored by Rise Companies Corp. Fundrise Opportunity Fund, LP (the Fund ) is a recently organized Delaware limited partnership formed to originate, invest in and manage a diversified portfolio of commercial real estate properties, joint venture equity investments, and other real-estate related assets that are compelling from a risk-return perspective, particularly with a focus on multifamily rental units and office buildings located in qualified Opportunity zones ( Opportunity Zones ), as designated by the 2017 1, known as the Tax Cuts and Jobs Act (the TCJA ). The general partner of the Fund will be Fundrise Opportunity Fund GP, LLC, (the General Partner ), of which our sponsor, Rise Companies Corp.

2 , is the sole member and manager. We have formed, and are the managing member of, Fundrise Opportunity Zone OP, LLC, a Delaware limited liability company, to hold our assets (our Operating Partnership ). The General Partner, the Operating Partnership and the Fund will enter into an investment Management Agreement with Fundrise Advisors, LLC (the Manager ), pursuant to which the Manager will manage all aspects of the Fund. Our Manager is an investment adviser registered with the Securities and Exchange Commission, or SEC, and a wholly-owned subsidiary of our sponsor, Rise Companies Corp., the parent company of Fundrise , LLC, our affiliate. Fundrise , LLC owns and operates an online investment platform (the Fundrise Platform ) that allows investors to become equity or debt holders in real estate opportunities that may have been historically difficult to access for some investors.

3 Through the use of the Fundrise Platform, investors can browse and screen real estate investments, view details of an investment and sign legal documents online. Our General Partner has initially elected for the Fund to be treated as a C corporation but expects to elect for the Fund to be treated as a real estate investment trust, or REIT. We are not required to make a REIT election, however, and we may select an alternative tax classification if, for example, we determine that another classification may be more appropriate in order to comply with future Opportunity Fund guidance. Except as otherwise explicitly noted below, the discussion in this private placement memorandum ( PPM ) assumes that we will make a REIT election. You should review the discussion of Federal Income Tax Considerations below regarding our tax classification and certain other tax considerations relating to an investment in the Fund.

4 We are currently offering up to $500,000,000 in our common units, which represent limited partnership interests in the Fund, only to accredited investors at $ per unit in a private placement pursuant to Section 506(c) of Regulation D promulgated under the Securities Act of 1933, as amended (the Securities Act ). We may We intend to qualify as a qualified Opportunity fund, though there is no guarantee that we will so qualify or that any investor would be able to realize any particular tax results by making an investment in us. Our ability to be treated as a qualified Opportunity fund is subject to considerable uncertainty. The qualified Opportunity zone rules were recently enacted, and there are no implementing regulations and only limited Internal Revenue Service guidance has been provided.

5 It is possible that we may fail to meet the requirements to be treated as a qualified Opportunity fund, and there can be no guarantee that any investor will realize any tax advantages of investing in a qualified Opportunity fund as a result of an investment in us. increase the offering size at any time if we so elect. The minimum investment in our common units for initial purchases is 2,500 units, or $25,000 based on the $ per unit price. However, in certain instances, we may revise the minimum purchase requirements in the future or elect to waive the minimum purchase requirement. The per unit purchase price for our common units in this offering is an amount that was arbitrarily determined by our General Partner and will apply for the duration of the offering subject to change at the discretion of our General Partner as described below.

6 Although we do not intend to list our common units for trading on a stock exchange or other trading market, we intend to adopt a redemption plan designed to provide our unitholders with limited liquidity on an ongoing basis for their investment in our units. However, due to the operational requirements to qualify as an " Opportunity fund", it is highly likely that the redemption plan will be limited in its availability. Accordingly, investors should not rely on such redemption plan being readily available in the future and should be prepared to hold their units for an indefinite period of time. Our common units have not been and will not be registered under the Securities Act, or any state securities laws or the laws of any foreign jurisdiction. Our common units will be offered and sold pursuant to the PPM under the exemption provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated under the Securities Act and other exemptions of similar import in the laws of the states and other jurisdictions where the offering will be made.

7 Each prospective investor will be required to represent, among other things, that it is (1) an accredited investor within the meaning of Rule 501(a) promulgated under the Securities Act and (2) purchasing our common units for its own account for investment purposes only and not for resale or distribution. Because Rule 506(c) of Regulation D requires verification of an investor s status as an accredited investor, we will either engage an independent third-party verification provider to perform such verifications or undertake to perform such verification ourselves. We or such independent third-party verification provider may contact you directly, and you must promptly work with the verification provider to complete the verification process. If we use third-party verification, the cost of such verification will be paid by each investor.

8 We intend to distribute our units primarily through the Fundrise Platform. Investing in our common units is speculative and involves substantial risks. You should purchase these securities only if you can afford a complete loss of your investment . See Risk Factors beginning on page 32 to read about the more significant risks you should consider before buying our common units. These risks include the following: This offering is being made to allow investors to take advantage of recently adopted rules and regulations under the TCJA. The legal and compliance requirements of this legislation, including with regard to Opportunity Funds like us, are relatively untested. If we fail to qualify as an Opportunity Fund for federal income tax purposes for any period and no relief provisions apply, we would be subject to penalties and investors may not realize any tax advantages of investing in an Opportunity Fund, and in addition to that the value of our units could materially decrease.

9 We depend on our Manager to select our investments and conduct our operations. We will pay fees and expenses to our General Partner and Manager and their affiliates that were not determined on an arm s length basis, and therefore we do not have the benefit of arm s length negotiations of the type normally conducted between unrelated parties. These fees increase your risk of loss. We have no operating history. The prior performance of our sponsor and its affiliated entities may not predict our future results. Therefore, there is no assurance that we will achieve our investment objectives. While we have identified one property that we intend to acquire, we have not identified any other investments to acquire with the net proceeds of this offering. You will not be able to evaluate our future investments prior to purchasing units.

10 Our General Partner s and Manager s executive officers and key real estate professionals are also officers, directors, managers and/or key professionals of our sponsor and its affiliates. As a result, they will face conflicts of interest, including time constraints, allocation of investment opportunities and significant conflicts created by our Manager s compensation arrangements with us and other affiliates of our sponsor. Our sponsor has sponsored and may in the future sponsor other companies that compete with us, and our sponsor does not have an exclusive management arrangement with us; however, our sponsor has adopted a policy for allocating investments between different companies that it sponsors with similar investment strategies. We may not be able to acquire a diverse portfolio of investments and the value of your units may vary more widely with the performance of specific assets.