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| Goodwin Procter LLP The New York Times Building goodwinlaw.com +1 212 813 8800 |
June 17, 2019
VIA EDGAR
Ms. Stacie Gorman
U.S. Securities and Exchange Commission
Division of Corporation Finance – Office of Real Estate & Commodities
100 F Street, N.E.
Washington, D.C. 20549-3010
| Re: | Fundrise Income eREIT II, LLC Post-Qualification Amendment on Form 1-A Filed May 30, 2019 File No. 024-10844 |
Dear Ms. Gorman:
This letter is submitted on behalf of Fundrise Income eREIT II, LLC (the “Company”) in response to verbal comments from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on June 14, 2019 with respect to Post-Qualification Amendment No. 1 to the Company’s Offering Statement on Form 1-A (File No. 024-10844) filed with the Commission on May 30, 2019, relating to the Company’s offering of up to $3,444,919 in common shares (the “Post-Qualification Amendment”). The response provided is based upon information provided to Goodwin Procter LLP by the Company.
For your convenience, the Staff’s verbal comment has been reproduced in italics herein with a response immediately following the comment. Defined terms used herein but not otherwise defined have the meanings given to them in the Post-Qualification Amendment.
Prior Performance Disclosure
| 1. | We note that you have included on page 3 details of your sponsor’s “attractive risk-adjusted returns,” including those of your sponsor’s Project Dependent Notes. Please revise to provide support for these statements or remove references to these results. |
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| Goodwin Procter LLP The New York Times Building goodwinlaw.com +1 212 813 8800 |
Response to Comment No. 1
In response to the Staff’s comment, the Company will remove this and all other references to the Project Dependent Note Program throughout the offering circular supplement that the Company will file pursuant to Rule 253(g)(2) of the Securities Act of 1933, as amended.
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If you have any questions or would like further information concerning the Company’s responses to the Comment Letter, please do not hesitate to contact me at (212) 813-8842 or Bjorn J. Hall at (202) 584-0550.
| Sincerely, | |
| /s/ Mark Schonberger |
| cc: | Via E-mail | |
| Benjamin S. Miller, Chief Executive Officer | ||
| Bjorn J. Hall, General Counsel and Secretary | ||
| Rise Companies Corp. | ||
| Matthew Schoenfeld, Esq. | ||
| Farnell Morisset, Esq. | ||
| Goodwin Procter LLP | ||
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