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 Goodwin Procter LLP (included in Exhibit 12.1) |
11.2** | | Consent of RSM US LLP |
12.1* | | Opinion of Goodwin 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) |
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/ Benjamin S. Miller |
| | Name: | Benjamin S. Miller |
| | 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/ Benjamin S. Miller | | Chief Executive Officer of | | August 15, 2018 |
Benjamin S. Miller | | Fundrise Advisors, LLC (Principal Executive Officer) | | |
| | | | |
| | | | |
/s/ Benjamin S. Miller | | Interim Chief Financial Officer and Treasurer of | | August 15, 2018 |
Benjamin S. Miller | | Fundrise Advisors, LLC | | |
| | (Principal Financial Officer and Principal Accounting Officer) | | |