Explanatory Note
Fundrise Growth 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 Growth eREIT II, LLC and Fundrise LLC | |
| 6.2* | Form of Fee Waiver Support Agreement between Fundrise Growth 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 Growth 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) |
| 2 |
