Shares of KBS Strategic Opportunity REIT II are not suitable for all investors and an investment in KBS Strategic Opportunity REIT II is subject to substantial risks. These risks may include, but are not limited to:

• The possibility of losing your entire investment.
• No guarantees regarding future performance.
• Upon sale or distribution of assets you may receive less than your initial investment.
• Fluctuation of the value of the assets owned by KBS Strategic Opportunity REIT II.
• The absence of a public market for shares of KBS Strategic Opportunity REIT II.
• A lack of an operating history for KBS Strategic Opportunity
  REIT II.
• Limited transferability and lack of liquidity.
• Reliance on its advisor to select investments, manage and dispose of assets.
• Payment of significant fees to its advisor, its affiliates, and participating broker-dealers.
• Lack of diversification in property holdings until significant funds have been raised.
• Various economic factors that may include changes in interest rates, laws, operating expenses, insurance costs and tenant turnover. These factors may result in reduced earnings, reduction in value of notes/loans, delinquency of payments and default on loans owned by the REIT.
• Continued disruptions in the financial markets and deteriorating economic conditions could adversely affect the value of KBS Strategic Opportunity REIT II’s  investments.

KBS Strategic Opportunity REIT II’s organizational documents do not restrict it from paying distributions from any source and do not restrict the amount of distributions it may pay from any source, including offering proceeds or borrowings. Distributions paid from sources other than current or accumulated earnings and profits may constitute a return of capital. A return of capital would reduce the amount KBS Strategic Opportunity REIT II would have for investment, which could reduce an investor’s return on investment and subsequent investors will experience dilution. There are no guarantees that KBS Strategic Opportunity REIT II will pay distributions.

KBS Strategic Opportunity REIT II will pay substantial fees to and expenses of KBS Capital Advisors, its affiliates and participating broker-dealers, which payments will increase the risk that stockholders will not earn a profit on their investment. KBS Capital Advisors and its affiliates, and KBS Strategic Opportunity REIT II’s executive officers, its affiliated directors and other key professionals face conflicts of interest, including significant conflicts created by the advisor’s compensation arrangements with the REIT and other KBS-sponsored programs and KBS-advised investors.

KBS Strategic Opportunity REIT II’s advisor and its affiliates receive fees in connection with transactions involving the purchase or origination and management of the REIT’s investments. These fees are based on the cost of the investment, and not based on the quality of the investment or the quality of the services rendered to the REIT. This may influence the advisor to recommend riskier transactions to the REIT.

KBS Strategic Opportunity REIT II expects to use debt in connection with its investments, which increases the risk of loss associated with these investments and could hinder its ability to pay distributions to its stockholders or could decrease the value of its stockholders’ investments if income on, or the value of, the property securing the debt declines.

KBS Strategic Opportunity REIT II may make adjustments to its target portfolio, based on real estate market conditions and investment opportunities. The REIT may change its targeted investments and investment guidelines at any time without the consent of its stockholders.

KBS Strategic Opportunity REIT II expects to make foreign investments and will be susceptible to changes in currency exchange rates, adverse political or economic developments, lack of uniform accounting standards and changes in foreign laws which may adversely affect the investment portfolio of the REIT, thereby affecting the value of the investor’s investment in the REIT. Disruptions in the financial markets and uncertain economic conditions could adversely affect KBS Strategic Opportunity REIT II’s ability to implement its business strategy and generate returns for its stockholders.

KBS Strategic Opportunity REIT II’s charter does not require it to liquidate its assets and dissolve by a specified date, nor does the charter require it to list its shares for trading by a specified date. No public market currently exists for its shares, and it has no plans to list its shares on a national securities exchange. If a stockholder is able to sell his or her shares, that stockholder would likely have to sell them at a substantial discount from their public offering price.

If KBS Strategic Opportunity REIT II does not raise significant proceeds in its public offering, it may not be able to acquire as diverse portfolio of real estate investments and the value of its stockholders’ investment may vary more widely with the performance of specific assets.

Disruptions in the financial markets and uncertain economic conditions could adversely affect KBS Strategic Opportunity REIT II’s ability to implement its business strategy and generate returns for its stockholders.

KBS Strategic Opportunity REIT II’s share price is set arbitrarily and the price is unrelated to the book or net value of assets owned by the REIT or to its expected operating income. No public market currently exists for shares of the REIT, and the REIT has no plans to list its shares on an exchange. In addition, the shares are subject to restrictions on transferability and re-sale and investors will be required to bear the financial risk of this investment for an indefinite period of time. If investors are able to sell shares, they will likely have to sell them at a substantial loss.

There is no guarantee that KBS Strategic Opportunity REIT II will be able to provide liquidity by a certain date, or at all, or that any liquidity event would be successful. Investors may be required to hold their shares indefinitely.

Because KBS Strategic Opportunity REIT II has not yet identified any specific investments to acquire, it is considered a blind pool.

KBS Strategic Opportunity REIT II intends to elect to be taxed as a REIT beginning with the taxable year ending December 31, 2014. Should KBS Strategic Opportunity REIT II not qualify as a REIT, it will be subject to adverse tax consequences. Please refer to the prospectus for more detailed information regarding these consequences.

An investment in KBS Strategic Opportunity REIT II’s shares is complex. Investors should read and consider the prospectus, as amended and supplemented, carefully before investing.