United States securities and exchange commission logo





                             March 12, 2024

       Todd Rowley
       Chief Executive Officer
       Strategic Wireless Infrastructure Fund II, Inc.
       660 Steamboat Road, 1st Floor
       Greenwich, CT 06830

                                                        Re: Strategic Wireless
Infrastructure Fund II, Inc.
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form S-11
                                                            Submitted February
13, 2024
                                                            CIK No. 0001868516

       Dear Todd Rowley:

            We have reviewed your amended draft registration statement and have
the following
       comments.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional
       comments. Unless we note otherwise, any references to prior comments are
to comments in our
       May 9, 2022 letter.

       Amendment No. 1 to Draft Registration Statement on Form S-11

       General

   1.                                                   Please address the
following with respect to any properties that you own and rent to
                                                        tenants under triple
net leases.
                                                            Please clarify for
us if any properties that you own and rent to tenants under triple net
                                                            leases represent a
significant asset concentration as of the date of your most recent
                                                            audited balance
sheet.
                                                            Within your
response, please clarify for us how you assess significance.
                                                            Please tell us how
you consider triple net leases that are leased to the same tenant or
                                                            have the same
guarantor in your assessment.
 Todd Rowley
FirstName  LastNameTodd     Rowley
Strategic Wireless Infrastructure Fund II, Inc.
Comapany
March      NameStrategic Wireless Infrastructure Fund II, Inc.
       12, 2024
March2 12, 2024 Page 2
Page
FirstName LastName
                To the extent you determined such concentration exists, please
revise your filing to
              include audited financial statements of the tenant or guarantor,
or advise.
2.       We continue to consider your response to prior comment 2.
Cover Page

3.       We note your disclosure that you will calculate NAV on a quarterly
basis, but that the
         directors could determine to calculate NAV on a monthly basis. Please
clarify the
         circumstances under which the board would make this determination and
how much
         notice will be provided to shareholders regarding this shift in
policy.
Prospectus Summary
What is Strategic Wireless Infrastructure Fund II, Inc.?, page 1

4.       We reissue prior comment 6. Please provide the appropriate cross
reference to
         "Description of Capital Stock" and describe each class of shares and
units offered in your
         private offerings and the rights associated with each security,
including the rights to
         distributions from the Operating Partnership, the rights under your
share repurchase
         program, and conversion and voting rights. Clarify the differences
among each of these
         securities.
Do your investment guidelines overlap...?, page 6

5.       We note your response to prior comment 7. As previously requested,
please identify in the
         filing the affiliates that are currently raising funds and purchasing
property.
Risk Factors
We may pay distributions from sources other than cash flows..., page 30

6.       Please also provide disclosure for the year ended December 31, 2023.
Investments in Real Estate and Real Estate Debt
Investments in Real Properties, page 97

7.       Please clarify if your average effective rent takes into account
tenant concessions and
         abatements.
Management's Discussion and Analysis of Financial Condition and Results of
Operation
Results of Operations, page 143

8.       We note your disclosure on page 143 references the acquisition of a
data center in Georgia
         and another in Ohio. The disclosure on page 98 and throughout your
filing indicates such
         acquisitions were in Missouri and California. Please revise your
filing for consistency or
         advise.
 Todd Rowley
FirstName  LastNameTodd     Rowley
Strategic Wireless Infrastructure Fund II, Inc.
Comapany
March      NameStrategic Wireless Infrastructure Fund II, Inc.
       12, 2024
March3 12, 2024 Page 3
Page
FirstName LastName
9.       Please tell us and revise your filing to clarify the nature of the
leases (e.g., triple net
         leases) for your cell tower properties.
Liquidity and Capital Resources, page 146

10.      We note that you have negative cash flow from operating activity for
all periods presented
         in your financial statements. Please revise your Management's
Discussion and Analysis to
         disclose the specific sources of cash used to make dividend payments
for all periods
         presented for which your dividends paid exceeded your cash flows from
operating
         activity.
MD&A
Liquidity and Capital Resources, page 146

11.      Please describe the material financial covenants in the Secured Credit
Facility entered into
         on March 15, 2023. Also file this agreement as an exhibit.
Prior Performance Summary, page 152

12.      We note your response to prior comment 10. Please update your
disclosure through
         December 31, 2023. Additionally, we note that you have referred to the
United States as a
         whole, rather than providing details on a regional basis. Further,
please disclose any major
         adverse business developments or conditions experienced by any prior
program, either
         public or nonpublic, that would be material to investors in this
program. Please revise in
         accordance with Item 8 of Industry Guide 5.
Consolidated Financial Statements as of and for the Nine Months ended September
30, 2023 and
2022
Notes to the Consolidated Financial Statements
15. Subsequent Events, page F-28

13.      We note your disclosure on page F-29 that the Datacom Joint Venture
acquired two
         portfolios of cell towers. Please revise to disclose if you
contributed any capital to the
         Datacom Joint Venture subsequent to September 30, 2023.
       Please contact Babette Cooper at 202-551-3396 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or Brigitte Lippmann at 202-551-3713 with
any other
questions.



                                                                  Sincerely,

                                                                  Division of
Corporation Finance
                                                                  Office of
Real Estate & Construction
 Todd Rowley
Strategic Wireless Infrastructure Fund II, Inc.
FirstName
March 12, 2024 LastNameTodd Rowley
Comapany
Page    4      NameStrategic Wireless Infrastructure Fund II, Inc.
March 12, 2024 Page 4
cc:       Heath D. Linsky, Esq.
FirstName LastName