UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant x

Filed by a Party other than the Registrant o

Check the appropriate box:

o Preliminary Proxy Statement

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o Definitive Proxy Statement

x Definitive Additional Materials

o Soliciting Material Pursuant to §240.14a-12

Vestin Fund II, LLC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x	Fee not required.
o	Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
		(1)	Title of each class of securities to which transaction applies:
		(2)	Aggregate number of securities to which transaction applies:
		(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
		(4)	Proposed maximum aggregate value of transaction:
		(5)	Total fee paid:
o		Fee paid previously with preliminary materials.
o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		(1)	Amount Previously Paid:
		(2)	Form, Schedule or Registration Statement No.:
		(3)	Filing Party:
		(4)	Date Filed:

On or about January 17, 2006, Vestin Fund II, LLC (“Fund II”) sent postcards to its unitholders inviting them to attend one of a series of meetings to discuss the proposal to convert Fund II into a real estate investment trust (“REIT”). Each postcard will specify the date, time and location of the particular meeting. Only persons who have received a definitive proxy statement regarding the REIT conversion proposal may attend a meeting. Attached is a form of the postcard notice sent to unitholders of Fund II.

[VESTIN LOGO]
8379 W. Sunset Road
Las Vegas, NV 89113

Vestin Fund II, LLC invites you to attend a meeting to
discuss the proposal to convert Vestin Fund II, LLC
into a REIT, and answer questions you may have
regarding the proposal.

On
	Date	Time

Meeting to be held at:
Vestin Office
8379 W. Sunset Road
Las Vegas, NV 89113

*For Current Account Holders * RSVP is a MUST, No Walk Ins*

Local: 702-227-0965 Toll Free: 888-232-7612

This card must be presented at check in.

Only persons who have received a definitive proxy statement regarding
the REIT converson proposal may attend this meeting.