The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities
OMB APPROVAL
OMB Number: 3235-0076
Estimated average burden
hours per response: 4.00

1. Issuer's Identity

CIK (Filer ID Number) Previous Names
X None
Entity Type
0001587776
   Corporation
   Limited Partnership
   Limited Liability Company
   General Partnership
   Business Trust
X Other (Specify)

Delaware Statutory Trust
Name of Issuer
Discount Retail Venture II DST
Jurisdiction of Incorporation/Organization
DELAWARE
Year of Incorporation/Organization
   Over Five Years Ago
X Within Last Five Years (Specify Year) 2013
   Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
Discount Retail Venture II DST
Street Address 1 Street Address 2
2901 BUTTERFIELD ROAD
City State/Province/Country ZIP/PostalCode Phone Number of Issuer
OAK BROOK ILLINOIS 60523 630-218-8000

3. Related Persons

Last Name First Name Middle Name
Inland Private Capital Corporation
Street Address 1 Street Address 2
2901 Butterfield Road
City State/Province/Country ZIP/PostalCode
Oak Brook ILLINOIS 60523
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Discount Retail Venture II, L.L.C.
Street Address 1 Street Address 2
2901 Butterfield Road
City State/Province/Country ZIP/PostalCode
Oak Brook ILLINOIS 60523
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

Last Name First Name Middle Name
Discount Retail Venture Exchange, L.L.C.
Street Address 1 Street Address 2
2901 Butterfield Road
City State/Province/Country ZIP/PostalCode
Oak Brook ILLINOIS 60523
Relationship:    Executive Officer    Director X Promoter

Clarification of Response (if Necessary):

4. Industry Group

   Agriculture
Banking & Financial Services
   Commercial Banking
   Insurance
   Investing
   Investment Banking
   Pooled Investment Fund
Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?
   Yes    No
   Other Banking & Financial Services
   Business Services
Energy
   Coal Mining
   Electric Utilities
   Energy Conservation
   Environmental Services
   Oil & Gas
   Other Energy
Health Care
   Biotechnology
   Health Insurance
   Hospitals & Physicians
   Pharmaceuticals
   Other Health Care
   Manufacturing
Real Estate
   Commercial
   Construction
   REITS & Finance
   Residential
X Other Real Estate
  
Retailing
  
Restaurants
Technology
   Computers
   Telecommunications
   Other Technology
Travel
   Airlines & Airports
   Lodging & Conventions
   Tourism & Travel Services
   Other Travel
  
Other

5. Issuer Size

Revenue Range OR Aggregate Net Asset Value Range
   No Revenues    No Aggregate Net Asset Value
   $1 - $1,000,000    $1 - $5,000,000
   $1,000,001 - $5,000,000    $5,000,001 - $25,000,000
   $5,000,001 - $25,000,000    $25,000,001 - $50,000,000
   $25,000,001 - $100,000,000    $50,000,001 - $100,000,000
   Over $100,000,000    Over $100,000,000
X Decline to Disclose    Decline to Disclose
   Not Applicable    Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

   Rule 504(b)(1) (not (i), (ii) or (iii))
   Rule 504 (b)(1)(i)
   Rule 504 (b)(1)(ii)
   Rule 504 (b)(1)(iii)
   Rule 505
X Rule 506(b)
   Rule 506(c)
   Securities Act Section 4(a)(5)
   Investment Company Act Section 3(c)
   Section 3(c)(1)    Section 3(c)(9)  
   Section 3(c)(2)    Section 3(c)(10)
   Section 3(c)(3)    Section 3(c)(11)
   Section 3(c)(4)    Section 3(c)(12)
   Section 3(c)(5)    Section 3(c)(13)
   Section 3(c)(6)    Section 3(c)(14)
   Section 3(c)(7)

7. Type of Filing

   New Notice Date of First Sale 2013-09-25    First Sale Yet to Occur
X Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year?
   Yes X No

9. Type(s) of Securities Offered (select all that apply)

   Equity    Pooled Investment Fund Interests
   Debt    Tenant-in-Common Securities
   Option, Warrant or Other Right to Acquire Another Security    Mineral Property Securities
   Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security X Other (describe)
Beneficial interests in Delaware Statutory Trust reflecting beneficial interests in real estate.

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
   Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $25,000 USD

12. Sales Compensation

Recipient
Recipient CRD Number    None
Inland Securities Corporation 15807
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Inland Securities Corporation 15807
Street Address 1 Street Address 2
2901 Butterfield Road
City State/Province/Country ZIP/Postal Code
Oak Brook ILLINOIS 60523
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ILLINOIS
Recipient
Recipient CRD Number    None
Samuel J. Angelo, Jr. 1126535
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
1st Global Capital Corp. 30349
Street Address 1 Street Address 2
77 East Halsey Road
City State/Province/Country ZIP/Postal Code
Parsippany NEW JERSEY 07054
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW YORK
Recipient
Recipient CRD Number    None
Christoper E. Krejci 3258392
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
1st Global Capital Corp. 30349
Street Address 1 Street Address 2
1591 East Mockingbird Lane, Suite 300
City State/Province/Country ZIP/Postal Code
Victoria TEXAS 77904-2153
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
TEXAS
Recipient
Recipient CRD Number    None
Terrill M. Jannsen 3120858
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
1st Global Capital Corp. 30349
Street Address 1 Street Address 2
W239 N3490 Pewaukee Road, Suite 200
City State/Province/Country ZIP/Postal Code
Pewaukee WISCONSIN 53072
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
WISCONSIN
Recipient
Recipient CRD Number    None
Stuart W. Benjamin 1317657
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Commonwealth Financial Network 8032
Street Address 1 Street Address 2
4924 Cahaba River Road
City State/Province/Country ZIP/Postal Code
Birmingham ALABAMA 35243
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ALABAMA
Recipient
Recipient CRD Number    None
Justin C. Lowy 5935993
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
National Securities Corporation 7569
Street Address 1 Street Address 2
43 Corporate Park, Suite 201
City State/Province/Country ZIP/Postal Code
Irvine CALIFORNIA 92606
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Gary L. Chapman 5244594
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Berthel, Fisher & Company Financial Services, Inc. 13609
Street Address 1 Street Address 2
111 Monument Circle, Suite 2700
City State/Province/Country ZIP/Postal Code
Indianapolis INDIANA 46204
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Susan J. Gitt 5580509
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
EDI Financial, Inc. 15699
Street Address 1 Street Address 2
12221 Merit Drive, Suite 1020
City State/Province/Country ZIP/Postal Code
Dallas TEXAS 75251-2207
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ILLINOIS
Recipient
Recipient CRD Number    None
Eric J. Schindler 1439999
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Cetera Advisors LLC 10299
Street Address 1 Street Address 2
7777 Alvarado Road, Suite 621
City State/Province/Country ZIP/Postal Code
La Mesa CALIFORNIA 91941
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Robert H. Chapman 4011294
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Cetera Financial Specialists LLC 10358
Street Address 1 Street Address 2
1163 Pittsford-Victor Road, Suite 130
City State/Province/Country ZIP/Postal Code
Pittsford NEW YORK 14534
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NEW YORK
Recipient
Recipient CRD Number X None
Robert L. Lincoln None
(Associated) Broker or Dealer X None
(Associated) Broker or Dealer CRD Number X None
None None
Street Address 1 Street Address 2
123 Hunters Ridge Road
City State/Province/Country ZIP/Postal Code
Chapel Hill NORTH CAROLINA 27517
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
NORTH CAROLINA
Recipient
Recipient CRD Number    None
Brian D. Vosberg 4476509
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Centaurus Financial, Inc. 30833
Street Address 1 Street Address 2
907 South Myrtle Avenue
City State/Province/Country ZIP/Postal Code
Monrovia CALIFORNIA 91016
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Michael A. DiPietro 2811047
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Centaurus Financial, Inc. 30833
Street Address 1 Street Address 2
907 South Myrtle Avenue
City State/Province/Country ZIP/Postal Code
Monrovia CALIFORNIA 91016
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
CALIFORNIA
Recipient
Recipient CRD Number    None
Kyle D. Addington 2843482
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Kovack Securities Inc. 44848
Street Address 1 Street Address 2
245 Parkview Court
City State/Province/Country ZIP/Postal Code
Litchfield Park ARIZONA 85340
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
ARIZONA
Recipient
Recipient CRD Number    None
Jennifer J. Homman 4303375
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Harbour Investments, Inc. 19258
Street Address 1 Street Address 2
321 North Main Street
City State/Province/Country ZIP/Postal Code
Deforest WISCONSIN 53532
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
WISCONSIN
Recipient
Recipient CRD Number    None
Jay J. Meyer 333118
(Associated) Broker or Dealer    None
(Associated) Broker or Dealer CRD Number    None
Landolt Securities, Inc. 28352
Street Address 1 Street Address 2
701 Oregon Street
City State/Province/Country ZIP/Postal Code
Oshkosh WISCONSIN 54902
State(s) of Solicitation (select all that apply)
Check “All States” or check individual States		    All States
   Foreign/non-US
WISCONSIN

13. Offering and Sales Amounts

Total Offering Amount $6,592,296 USD
or    Indefinite
Total Amount Sold $5,726,565 USD
Total Remaining to be Sold $865,731 USD
or    Indefinite

Clarification of Response (if Necessary):

14. Investors

  
Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.
Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:
18

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions $395,538 USD
X Estimate
Finders' Fees $0 USD
   Estimate

Clarification of Response (if Necessary):

This response is based on the assumption that the full amount of the sales commissions will be earned and paid.

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$598,747 USD
X Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of:  (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Regulation D for one of the reasons stated in Rule 505(b)(2)(iii) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
Discount Retail Venture II DST /s/ Keith Lampi Keith Lampi COO of the Member of the Signatory Trustee 2013-11-25

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.