Explanatory Note

Explanatory Note

Fundrise Income eREIT II, LLC (the “Company”) has prepared this Form 1-A/A solely for the purpose of filing the exhibits set forth below.

PART III – EXHIBITS

Index to Exhibits

Exhibit No.		Description
2.1*		Certificate of Formation
2.2*		Certificate of Amendment
2.3*		Amended and Restated Limited Liability Company Agreement
2.4*		Form of Second Amended and Restated Limited Liability Company Agreement
4.1**		Form of Subscription Package (included in the Offering Circular as Appendix B and incorporated herein by reference)
6.1*		Form of License Agreement between Fundrise Income eREIT II, LLC and Fundrise LLC
6.2*		Form of Fee Waiver Support Agreement between Fundrise Income eREIT II, LLC and Fundrise Advisors, LLC
6.3*		Form of Shared Services Agreement between Fundrise Advisors, LLC and Rise Companies Corp.
11.1*		Consent of Xxxxxxx Procter LLP (included in Exhibit 12.1)
11.2**		Consent of RSM US LLP
12.1*		Opinion of Xxxxxxx Procter LLP as to the legality of the securities being qualified
15.1**		Draft offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference to the copy thereof previously made public pursuant to Rule 301 of Regulation S-T)
15.2**		Draft amended offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference to the copy thereof previously made public pursuant to Rule 301 of Regulation S-T)
15.3**		Correspondence by or on behalf of the issuer previously submitted pursuant to Rule 252(d)

* Filed herewith

** Previously filed

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Washington, D.C., on August 15, 2018.

	Fundrise Income eREIT II, LLC
	By:	Fundrise Advisors, LLC, its manager

	By:	/s/ Xxxxxxxx X. Xxxxxx
		Name:	Xxxxxxxx X. Xxxxxx
		Title:	Chief Executive Officer

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Xxxxxxxx X. Xxxxxx		Chief Executive Officer of		August 15, 2018
Xxxxxxxx X. Xxxxxx		Fundrise Advisors, LLC (Principal Executive Officer)
/s/ Xxxxxxxx X. Xxxxxx		Interim Chief Financial Officer and Treasurer of		August 15, 2018
Xxxxxxxx X. Xxxxxx		Fundrise Advisors, LLC
		(Principal Financial Officer and Principal Accounting Officer)

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