SC TO-T/A

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

_______________________

SCHEDULE TO

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

___________________

Amendment No. 1

KBS REAL ESTATE INVESTMENT TRUST II, INC.

(Name of Subject Company)

CMG LEGACY INCOME FUND, LLC, CMG INCOME FUND II, LLC, CMG LEGACY GROWTH FUND, LLC

CMG ACQUISITION CO., LLC AND CMG PARTNERS, LLC

(Bidders)

SHARES OF COMMON STOCK

(Title of Class of Securities)

None or unknown

(CUSIP Number of Class of Securities)

_______________________

Mark Swenson

CMG Partners, LLC

12828 Northup Way, Suite 110

Bellevue, WA 98005

(425) 376-0693

(Name, Address, and Telephone Number of

Person Authorized to Receive Notices and

Communications on Behalf of Bidder)

Calculation of Filing Fee

Transaction	Amount of
Valuation*	Filing Fee
$40,000,000	$5,152.00

*	For purposes of calculating the filing fee only.  Assumes the purchase of 10,000,000 Shares at a purchase price equal to $4.00 per Share in cash
[X]	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid.  Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	Amount Previously Paid:                                           $5,152.00
	Form or Registration Number: SC TO-T
	Filing Party: CMG Partners, LLC
	Date Filed: November 25, 2014

[]	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
[X]	third party tender offer subject to Rule 14d-1.
[]	issuer tender offer subject to Rule 13e-4.
[]	going private transaction subject to Rule 13e-3
[]	amendment to Schedule 13D under Rule 13d-2
Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ]

AMENDMENT NO. 1 TO TENDER OFFER

This Amendment No. 1 to the Tender Offer Statement on Schedule TO relates to the offer (the “Offer”) by CMG Legacy Income Fund, LLC, CMG Income Fund II, LLC, CMG Legacy Growth Fund, LLC, CMG Acquisition Co., LLC and CMG Partners, LLC (collectively the “Purchasers”) to purchase up to 10,000,000 shares of common stock (the “Shares”) in KBS Real Estate Investment Trust II, Inc. (the “REIT”), the subject company, at a purchase price equal to $4.00 per Share, upon the terms and subject to the conditions set forth in the Offer to Purchase (the “Offer to Purchase”) dated November 25, 2014 (“Offer Date”) and the related Agreement of Assignment and Transfer.

This amendment extends the Expiration Date to January 9, 2015.  The Offer is being extended because of delays in the mailing of the Offer to shareholders.  As of the date hereof, no shares have been tendered pursuant to this Offer.

Item 12.                      Exhibits.

(a)(1)	Offer to Purchase dated November 25, 2014*
(a)(2)	Agreement of Assignment and Transfer*
(a)(3)	Form of Letter to Shareholders dated November 25, 2014*
(a)(4) (a)(5)	Form of advertisement in Investor’s Business Daily* Announcement of Extension

* Previously filed November 25, 2014

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:           December 12, 2014

CMG LEGACY INCOME FUND, LLC, CMG INCOME FUND II, LLC, CMG LEGACY GROWTH FUND, LLC

CMG ACQUISITION CO., LLC AND CMG PARTNERS, LLC

By: Mark Swenson, Manager

By: /s/ Mark Swenson

EX-99.(A)(5)

December 12, 2014

RE: Extension of Expiration Date of KBS REIT II Offer.

Dear Fellow Shareholder,

Enclosed is our Offer to purchase your KBS REIT II shares.  Because of a delay in mailing the offer documents to you, we have extended the Expiration Date to give you more time to consider the Offer.  Even though the Agreement of Assignment and Transfer and the offer documents (which had already been printed) indicate that the Expiration Date is December 30, 2014, rest assured you now have until January 9, 2015, to respond to our Offer, unless further extended by us.

If you wish to accept our cash offer, complete the Agreement of Assignment and Transfer per the instructions provided and return it to CMG.  As of the date hereof, no Shares have yet been tendered in this Offer because the offer had not been delivered until now.  Please carefully read the Offer at our website (www.cmginvestments.com/KBSII.pdf), at the SEC’s EDGAR website, and for free by calling the number below. Please also carefully read the Agreement of Assignment and Transfer (you do not need a new form; it is automatically valid until January 9, 2015). If you have any questions, please call us at (425) 376-0693.

Very Truly Yours,

CMG Partners, LLC

P.S.  You must fill out and mail in the Agreement of Assignment and Transfer by January 9, 2015 if you wish to take advantage of this offer.