Corporate Capital Trust II 8-K


Exhibit
10.1 


 


INVESTMENT
ADVISORY AGREEMENT

BETWEEN

FS/KKR ADVISOR, LLC

AND

CORPORATE CAPITAL TRUST II


 


This
Investment Advisory Agreement (this “Agreement”) is made this 9th day of April, 2018, by and among
FS/KKR ADVISOR, LLC, a Delaware limited liability company (the “Adviser”) and CORPORATE CAPITAL TRUST II, a
Delaware statutory trust (the “Company”).


 


WHEREAS,
the Company is a non-diversified, closed-end management investment company that has elected to be treated as a business development
company (“BDC”) under the Investment Company Act of 1940, as amended (together with the rules promulgated thereunder,
the “1940 Act”);


 


WHEREAS,
the Adviser is a newly registered investment adviser under the Investment Advisers Act of 1940, as amended (together with the
rules promulgated thereunder, the “Advisers Act”);


 


WHEREAS,
the Company desires to retain the Adviser to provide investment advisory services to the Company in the manner and on the terms
and conditions hereinafter set forth; and


 


WHEREAS,
the Adviser is willing to provide investment advisory services to the Company in the manner and on the terms and conditions hereinafter
set forth.


 


NOW,
THEREFORE, in consideration of the premises and the covenants hereinafter contained and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Company and the Adviser hereby agree as follows:


 


		1.	Duties
                                         of the Adviser.



 


(a)          Retention
of Adviser. The Company hereby appoints the Adviser to act as the investment adviser to the Company and to manage the investment
and reinvestment of the assets of the Company, subject to the supervision of the board of trustees of the Company (the “Board
of Trustees”), for the period and upon the terms herein set forth in accordance with:


 


		(i)	the
                                         investment objective, policies and restrictions that are set forth in the Company’s
                                         filings with the Securities and Exchange Commission (the “SEC”), as
                                         supplemented, amended or superseded from time to time;



 


		(ii)	during
                                         the term of this Agreement, all other applicable federal and state laws, rules and regulations,
                                         and the Company’s Second Amended and Restated Declaration of Trust, as further
                                         amended from time to time (“Declaration of Trust”);



 


		(iii)	such
                                         investment policies, directives, regulatory restrictions as the Company may from time
                                         to time establish or issue and communicate to the Adviser in writing; and



 






     


     


    

 


		(iv)	the
                                         Company’s compliance policies and procedures as applicable to the Adviser and as
                                         administered by the Company’s chief compliance officer.



 


(b)          Responsibilities
of Adviser. Without limiting the generality of the foregoing, the Adviser shall during the term and subject to the provisions
of this Agreement:


 


		(i)	determine
                                         the composition and allocation of the Company’s investment portfolio, the nature
                                         and timing of any changes therein and the manner of implementing such changes;



 


		(ii)	identify,
                                         evaluate and negotiate the structure of the investments made by the Company;



 


		(iii)	perform
                                         due diligence on prospective portfolio companies;



 


		(iv)	execute,
                                         close, service and monitor the Company’s investments;



 


		(v)	determine
                                         the securities and other assets that the Company shall purchase, retain, or sell;



 


		(vi)	provide
                                         the Company with such other investment advisory, research and related services as the
                                         Company may, from time to time, reasonably require for the investment of its funds; and



 


		(vii)	to
                                         the extent permitted under the 1940 Act and the Advisers Act, on the Company’s
                                         behalf, and in coordination with any Sub-Adviser (as defined below) and any administrator,
                                         provide significant managerial assistance to those portfolio companies to which the Company
                                         is required to provide such assistance under the 1940 Act, including utilizing appropriate
                                         personnel of the Adviser to, among other things, monitor the operations of the Company’s
                                         portfolio companies, participate in board and management meetings, consult with and advise
                                         officers of portfolio companies and provide other organizational and financial consultation.



 


(c)    
     Power and Authority. To facilitate the Adviser’s performance of these undertakings,
but subject to the restrictions contained herein, the Company hereby delegates to the Adviser (which power and authority may be
delegated by the Adviser to one or more Sub-Advisers), and the Adviser hereby accepts, the power and authority to act on behalf
of the Company to effectuate investment decisions for the Company, including the negotiation, execution and delivery of all documents
relating to the Company’s investments and the placing of orders for other purchase or sale transactions on behalf of the
Company. In the event that the Company determines to acquire debt or other financing (or to refinance existing debt or other financing),
the Adviser shall use commercially reasonable efforts to arrange for such financing on the Company’s behalf, subject to
the oversight and approval of the Board of Trustees. If it is necessary for the Adviser to make investments on behalf of the Company
through a special purpose vehicle, the Adviser shall have authority to create, or arrange for the creation of, such special purpose
vehicle and to make investments through such special purpose vehicle in accordance with applicable law. The Company also grants
to the Adviser power and authority to engage in all activities and transactions (and anything incidental thereto) that the Adviser
deems appropriate, necessary or advisable to carry out its duties pursuant to this Agreement.


 






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(d)          Acceptance
of Appointment. The Adviser hereby accepts such appointment and agrees during the term hereof to render the services described
herein for the compensation provided herein, subject to the limitations contained herein.


 


(e)          Sub-Advisers.
The Adviser is hereby authorized to enter into one or more sub-advisory agreements (each a “Sub-Advisory Agreement”)
with other investment advisers (each a “Sub-Adviser”) pursuant to which the Adviser may obtain the services
of the Sub-Adviser(s) to assist the Adviser in fulfilling its responsibilities hereunder, subject to the oversight of the Adviser
and/or the Company, with the scope of such services and oversight to be set forth in each Sub-Advisory Agreement.


 


		(i)	The
                                         Adviser, and not the Company, shall be responsible for any compensation payable to any
                                         Sub-Adviser; provided, however, that the Adviser shall have the right to direct the Company
                                         to pay directly any Sub-Adviser the amounts due and payable to such Sub-Adviser from
                                         the fees and expenses otherwise payable to the Adviser under this Agreement.



 


		(ii)	Any
                                         Sub-Advisory Agreement entered into by the Adviser shall be in accordance with the requirements
                                         of the 1940 Act and the Advisers Act, including the requirements of the 1940 Act relating
                                         to Board of Trustees and Company shareholder approval thereunder, and other applicable
                                         federal and state law.



 


		(iii)	Any
                                         Sub-Adviser shall be subject to the same fiduciary duties as are imposed on the Adviser
                                         pursuant to this Agreement, the 1940 Act and the Advisers Act, as well as other applicable
                                         federal and state law.



 


(f)           Independent
Contractor Status. The Adviser shall, for all purposes herein provided, be deemed to be an independent contractor and, except
as expressly provided or authorized herein, shall have no authority to act for or represent the Company in any way or otherwise
be deemed an agent of the Company.


 


(g)          Record
Retention. Subject to review by and the overall control of the Board of Trustees, the Adviser shall maintain and keep all
books, accounts and other records of the Adviser that relate to activities performed by the Adviser hereunder as required under
the 1940 Act and the Advisers Act. The Adviser agrees that all records that it maintains and keeps for the Company shall at all
times remain the property of the Company, shall be readily accessible during normal business hours, and shall be promptly surrendered
to the Company upon the termination of this Agreement or otherwise on written request by the Company. The Adviser further agrees
that the records that it maintains and keeps for the Company shall be preserved in the manner and for the periods prescribed by
the 1940 Act, unless any such records are earlier surrendered as provided above. The Adviser shall have the right to retain copies,
or originals where required by Rule 204-2 promulgated under the Advisers Act, of such records to the extent required by applicable
law. The Adviser shall maintain records of the locations where books, accounts and records are maintained among the persons and
entities providing services directly or indirectly to the Adviser or the Company.


 






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		2.	Expenses
                                         Payable by the Company.



 


(a)       Adviser
Personnel. Other than as set forth in Section 2(b)(iii), all investment personnel of the Adviser, when and to the extent engaged
in providing investment advisory services and managerial assistance hereunder, and the compensation and routine overhead expenses
of such personnel allocable to such services, shall be provided and paid for by the Adviser and not by the Company.


 


(b)       Company’s
Costs. Subject to the limitations on expense reimbursement of the Adviser as set forth in Sections 2(a) and 2(c), the Company,
either directly or through reimbursement to the Adviser, shall bear all costs and expenses of its investment operations and its
investment transactions, including costs and expenses relating to:


 


		(i)	the
                                         making of investments, including third party fees and expenses with respect to or associated
                                         with identifying, negotiating, evaluating, including due diligence, and investing in,
                                         portfolio companies and securities;



 


		(ii)	monitoring
                                         investments, including expenses and fees payable to third parties with respect to performance,
                                         operational and legal review and compliance and investment oversight and reporting;



 


		(iii)	direct
                                         costs associated with managerial assistance provided or otherwise made available to the
                                         Company’s portfolio companies;



 


		(iv)	valuing
                                         investments, including expenses and fees payable to third parties with respect to the
                                         valuation of the Company’s investments;



 


		(v)	liquidating
                                         investments, including expenses and fees payable to third parties in connection with
                                         identifying and evaluating purchasers, and negotiating and finalizing terms of liquidation;
                                         and



 


		(vi)	portfolio
                                         expenses, including expenses and fees associated with the holding of or investment in
                                         the portfolio company or security.



 


(c)          Portfolio
Company Compensation. In certain circumstances the Adviser, any Sub-Adviser or any of their respective Affiliates, may receive
compensation from a portfolio company in connection with the Company’s investment in such portfolio company. Any compensation
received by the Adviser, Sub-Adviser or any of their respective Affiliates, attributable to the Company’s investment in
any portfolio company, in excess of any of the limitations in, or exemptions granted from, the 1940 Act, any interpretation thereof
by the staff of the SEC, or the conditions set forth in any exemptive relief granted to the Adviser, any Sub-Adviser or the Company
by the SEC, shall be delivered promptly to the Company and the Company will retain such excess compensation for the benefit of
its shareholders, subject to (i) applicable law and (ii) maintaining the Company’s compliance with Subchapter M of the Internal
Revenue Code of 1986, as amended.


 






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(d)         Reimbursement
of Organization and Offering Expenses.


 


		(i)	The
                                         Company shall be obligated to reimburse the Adviser for all current Organization and
                                         Offering Expenses, as defined in the Declaration of Trust, and all prior Organization
                                         and Offering Expenses actually paid by, or incurred on behalf of, the Adviser and not
                                         already reimbursed by the Company (the “Reimbursable O & O Expenses”)
                                         as follows:



 


		(a)	For
                                         the aggregate gross proceeds from the sale of the Company’s securities (the “Offering
                                         Proceeds”) in the initial amount of $2,250,000, the Company shall reimburse
                                         the applicable party for such Reimbursable O & O Expenses up to a maximum of $112,500
                                         under this Agreement.



 


		(b)	After
                                         the Offering Proceeds exceed $2,250,000, then the Company shall reimburse the
                                         applicable party for such Reimbursable O & O Expenses to the extent that the Reimbursable
                                         O & O Expenses, together with all prior Organization and Offering Expenses for which
                                         the applicable parties have received reimbursement, do not exceed an amount greater than
                                         1.5% of the Offering Proceeds. The Adviser shall be responsible for the payment
                                         of the Organization and Offering Expenses to the extent they exceed 1.5% of the Offering
                                         Proceeds, without recourse against or reimbursement by the Company. The Adviser agrees
                                         that it will not seek reimbursement from the Company for Organization and Offering Expenses
                                         in excess of 1.5% of the Offering Proceeds to which the Registration Statement
                                         on Form N-2 as declared effective by the SEC relates.



 


		(c)	The
                                         Company acknowledges that it shall be responsible to ensure that any reimbursement to
                                         any person for deferred Organization and Offering Expenses, including any interest thereon,
                                         if any, shall not exceed the 18% limitation on Front End Fees (as defined and set forth
                                         in the Declaration of Trust), regardless of the source of payment.



 


		(ii)	No
                                         later than five business days following the beginning of each month, the Adviser shall
                                         prepare a reasonably detailed statement documenting the Reimbursable O & O Expenses
                                         incurred during the immediately preceding month and the calculation of the reimbursement
                                         thereof and shall deliver such statement to the Company’s administrator prior to
                                         full reimbursement. Such statement shall also include instructions from the Adviser with
                                         respect to its election to defer any portion of such reimbursement. The Adviser, by written
                                         instruction to the Company’s administrator in accordance with paragraph (iii) or
                                         (iv) of this Section 2(d), shall have the right to elect to waive or defer all or a portion
                                         of the reimbursement of the Reimbursable O & O Expenses that would otherwise be payable
                                         to it. Any such reimbursement which the Adviser has not elected to waive or defer shall
                                         be made in cash within thirty (30) calendar days following the Adviser’s delivery
                                         to the Company of such statement;



 






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		(iii)	Waiver
                                         of reimbursement of Reimbursable O & O Expenses - No later than five business days
                                         following the beginning of each month, the Adviser shall notify the Company’s administrator
                                         in writing that it is electing to waive a portion or all of the reimbursement of the
                                         Reimbursable O & O Expenses that it would otherwise be payable to it;



 


		(iv)	Deferral
                                         of reimbursement of Reimbursable O & O Expenses - Any portion of a reimbursement
                                         of the Reimbursable O & O Expenses otherwise payable to the Adviser and not paid
                                         over to the Adviser with respect to any month pursuant to a deferral election made by
                                         the Adviser under this paragraph shall be so deferred without interest and may be paid
                                         over on any specified later date as the Adviser may determine. If the Adviser so determines
                                         to have such deferred reimbursements paid over on such specified date, it shall provide
                                         the Company’s administrator with written notice of such determination at least
                                         thirty (30) days, but no more than sixty (60) days, prior to such specified date.



 


		3.	Compensation
                                         of the Adviser.



 


The
Company agrees to pay, and the Adviser agrees to accept, as compensation for the services provided by the Adviser hereunder, a
management fee (“Management Fee”) and an incentive fee (“Incentive Fee”) as hereinafter
set forth. Any of the fees payable to the Adviser under this Agreement for any partial month or calendar quarter shall be appropriately
prorated. The fees payable to the Adviser as set forth in this Agreement shall be calculated using a detailed calculation policy
and procedures approved by the Adviser and the Board of Trustees, including a majority of the Company’s trustees who are
not parties to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19) of the 1940 Act)
of any such party (“Independent Trustees”), and shall be consistent with the calculation of such fees as set
forth in this Section. Modifications of the detailed calculation policy and procedures may be approved by both the Adviser and
the Board of Trustees, including a majority of the Independent Trustees, without requiring shareholder approval, provided the
modifications do not increase the Management Fee or Incentive Fee.


 


For
purposes of computing Incentive Fee, the detailed calculation policy and procedures will look through derivatives or swaps, as
if the Company owned the assets directly.


 


(a)          Management
Fee. The Management Fee is calculated at an annual rate of 1.5% of the Company’s average gross assets, is payable monthly
in arrears and is calculated based on the average value of the Company’s gross assets at the end of the two most recently
completed calendar months. The determination of gross assets will reflect changes in the fair market value of portfolio investments
reflecting both realized and unrealized capital appreciation. For purposes of computing the Management Fee, cash and cash equivalents
are excluded from the definition of gross assets.


 






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(b)          Incentive
Fee.


 


The
Incentive Fee is divided into two parts: (1) a subordinated incentive fee on income, and (2) an incentive fee on capital gains.


 


The
subordinated incentive fee on income is earned on pre-incentive fee net investment income and shall be determined and payable
in arrears as of the end of each calendar quarter during which this Agreement is in effect. In the case of a liquidation or if
this Agreement is terminated, the fee will also become payable as of the effective date of the event.


 


The
subordinated incentive fee on income for each calendar quarter will be calculated as follows:


 


●     No
subordinated incentive fee on income will be payable in any calendar quarter in which the pre-incentive fee net investment income
does not exceed a quarterly return to shareholders of 1.75% on average adjusted capital (the “quarterly preferred return.”)


 


●     100%
of the pre-incentive fee net investment income, if any, that exceeds the quarterly preferred return, but is less than or equal
to 2.1875% of average adjusted capital in any quarter, will be payable to the Adviser.


 


●     For
any quarter in which pre-incentive fee net investment income exceeds 2.1875% of average adjusted capital, the subordinated incentive
fee on income shall equal 20% of pre-incentive fee net investment income.


 


●     “Pre-incentive
fee net investment income” is defined as investment income and any other income accrued during the calendar quarter,
minus operating expenses for the quarter, including the Management Fee under this Agreement, expenses payable under this Agreement,
and the Administrative Services Agreement between the Company and the Adviser, any interest expense and dividends paid on any
issued and outstanding preferred stock, but excluding the Incentive Fee under this Agreement. Pre-incentive fee net investment
income does not include any expense support payments and/or any reimbursement by the Company of expense support payments (as defined
in the Expense Support and Conditional Reimbursement Agreement) nor any realized capital gains, realized capital losses or unrealized
capital appreciation or depreciation, except for net investment income associated with derivatives or swaps, as provided herein.


 


●     Adjusted
capital is defined as (a) cumulative proceeds generated from sales of common stock, including proceeds from the distribution reinvestment
plan, net of sales loads (sales commissions and dealer manager fees) and (b) reduced for (i) distributions paid to shareholders
that represent return of capital on a tax basis and (ii) amounts paid for share repurchases pursuant to the share repurchase program,
if any.


 


The
incentive fee on capital gains will be earned on liquidated investments and shall be determined and payable in arrears as of the
end of each calendar year during which this Agreement is in effect. In the case of a liquidation, or if this Agreement is terminated,
the fee will also become payable as of the effective date of such event. The annual fee will equal (i) 20% of realized capital
gains on a cumulative basis from inception, net of all realized capital losses on a cumulative basis from inception and unrealized
depreciation, less (ii) the aggregate amount, if any, previously paid incentive fees on capital gains.


 






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The
incentive fee on capital gains will disregard any net investment income associated with derivatives or swaps that is treated as
capital gains pursuant to generally accepted accounting principles but included in pre-incentive fee net investment income for
purposes of the calculation of subordinated incentive fee on income.


 


(c)          Waiver
or Deferral of Fees.


 


The
Adviser shall have the right to elect to waive or defer all or a portion of the Management Fee and/or Incentive Fee that would
otherwise be paid to it. Prior to the payment of any fee to the Adviser, the Company shall obtain written instructions from the
Adviser with respect to any waiver or deferral of any portion of such fees. Any portion of a deferred fee payable to the Adviser
and not paid over to the Adviser with respect to any month, calendar quarter or year shall be deferred without interest and may
be paid over in any such other month prior to the termination of this Agreement, as the Adviser may determine upon written notice
to the Company.


 


		4.	Covenant
                                         of the Adviser.



 


The
Adviser is registered as an investment adviser under the Advisers Act on the effective date of this Agreement as set forth in
Section 10, and shall maintain such registration, until the expiration or termination of this Agreement. The Adviser agrees that
its activities shall at all times comply in all material respects with all applicable federal and state laws governing its operations
and investments. The Adviser agrees to observe and comply with applicable provisions of the code of ethics adopted by the Company
pursuant to Rule 17j-1 under the 1940 Act, as such code of ethics may be amended from time to time.


 


		5.	Brokerage
                                         Commissions.



 


The
Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the Company to pay a member of
a national securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the
amount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the
Adviser determines in good faith, taking into account factors, including price (including the applicable brokerage commission
or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and
skill in positioning blocks of securities, that such amount of commission is reasonable in relation to the value of the brokerage
and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its
overall responsibilities with respect to the Company’s portfolio, and is consistent with the Adviser’s duty to seek
the best execution on behalf of the Company. Notwithstanding the foregoing, with regard to transactions with or for the benefit
of the Company, the Adviser may not pay any commission or receive any rebates or give-ups, nor participate in any business arrangements
which would circumvent this restriction.


 






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		6.	Other
                                         Activities of the Adviser.



 


The
services of the Adviser to the Company are not exclusive, and the Adviser may engage in any other business or render similar or
different services to others including the direct or indirect sponsorship or management of other investment-based accounts or
commingled pools of capital, however structured, having investment objectives similar to or different from those of the Company,
and nothing in this Agreement shall limit or restrict the right of any officer, director, shareholder (and their shareholders
or members, including the owners of their shareholders or members), officer or employee of the Adviser to engage in any other
business or to devote his or her time and attention in part to any other business, whether of a similar or dissimilar nature,
or to receive any fees or compensation in connection therewith (including fees for serving as a director of, or providing consulting
services to, one or more of the Company’s portfolio companies, subject to applicable law). The Adviser assumes no responsibility
under this Agreement other than to render the services set forth herein.


 


During
the term of this Agreement and for a period of one year following any termination or nonrenewal of this Agreement for any reason,
the Company shall not, directly or indirectly on behalf of itself or any other person or entity: (a) solicit the employment of
or employ any partners, shareholders, trustees, officers, employees, consultants and/or associated persons (each, an “Associate”)
of the Adviser, any Sub-Adviser or any of their respective Affiliates (collectively, “Adviser Persons”) or
any person or entity who was an Associate of an Adviser Person during the one-year period preceding such proposed solicitation
or employment, or (b) induce, persuade or attempt to induce or persuade the discontinuation of, or in any way interfere or attempt
to interfere with, the relationship between an Adviser Person and any Associate of such Adviser Person or any person or entity
who was an Associate of such Adviser Person during the one-year period preceding such proposed inducement, persuasion or interference
or attempted inducement, persuasion or interference. The parties intend that any provision of this Section 6 held invalid, illegal
or unenforceable only in part or degree because of the duration or geographic scope thereof shall remain in full force to the
extent not held invalid, illegal or unenforceable.


 


For
purposes of this Agreement, “Affiliate” or “Affiliated” or any derivation thereof means
with respect to any individual, corporation, partnership, trust, joint venture, limited liability company or other entity or association
(“Person”): (a) any Person directly or indirectly owning, controlling, or holding, with the power to vote,
10% or more of the outstanding voting securities of such other Person; (b) any Person 10% or more of whose outstanding voting
securities are directly or indirectly owned, controlled or held, with the power to vote, by such other Person; (c) any Person
directly or indirectly controlling, controlled by or under common control with such other Person; (d) any executive officer, director,
trustee or general partner of such other Person; or (e) any legal entity for which such Person acts as an executive officer, director,
trustee or general partner.


 


		7.	Responsibility
                                         of Dual Trustees, Officers and/or Employees.



 


If
any person who is a director, officer, shareholder or employee of the Adviser is or becomes a trustee, officer, shareholder and/or
employee of the Company and acts as such in any business of the Company, then such trustee, officer, shareholder and/or employee
of the Adviser shall be deemed to be acting in such capacity solely for the Company, and not as a trustee, officer, shareholder
or employee of the Adviser or under the control or direction of the Adviser, even if paid by the Adviser.


 






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		8.	Indemnification.



 


(a)       Indemnification.
Subject to Section 9, the Adviser, any Sub-Adviser, each of their trustees, officers, shareholders or members (and their shareholders
or members, including the owners of their shareholders or members), agents, employees, controlling persons (as determined under
the 1940 Act (“Controlling Persons”)) and any other person or entity Affiliated with, or acting on behalf of,
the Adviser or Sub-Adviser (each an “Indemnified Party” and, collectively, the “Indemnified Parties”)
shall not be liable to the Company for any action taken or omitted to be taken by any such Indemnified Party in connection with
the performance of any of its duties or obligations under this Agreement or otherwise as an investment adviser of the Company
(except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with
respect to the receipt of compensation for services), and the Company shall indemnify, defend and protect the Indemnified Parties
(each of whom shall be deemed a third party beneficiary hereof) and hold them harmless from and against all losses, damages, liabilities,
costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) (“Losses”)
incurred by the Indemnified Parties in or by reason of any pending, threatened or completed action, suit, investigation or other
proceeding (including an action or suit by or in the right of the Company or its security holders) arising out of or otherwise
based upon the performance of any of the Indemnified Parties’ duties or obligations under this Agreement, any Sub-Advisory
Agreement, or otherwise as an investment adviser of the Company to the extent such Losses are not fully reimbursed by insurance
and otherwise to the fullest extent such indemnification would not be inconsistent with the Declaration of Trust, the 1940 Act,
the laws of the State of Delaware and other applicable law.


 


(b)          Advancement
of Funds. The Company shall be permitted to advance funds to the Indemnified Parties for legal expenses and other costs incurred
as a result of any legal action for which indemnification is being sought only if all of the following conditions are met:


 


		(i)	the
                                         legal action relates to acts or omissions with respect to the performance of duties or
                                         services on behalf of the Company;



 


		(ii)	the
                                         Indemnified Party provides the Company with written affirmation of the Indemnified Party’s
                                         good faith belief that the Indemnified Party has met the standard of conduct necessary
                                         for indemnification by the Company;



 


		(iii)	the
                                         legal action is initiated by a third party who is not a Company stockholder, or the legal
                                         action is initiated by a Company stockholder and a court of competent jurisdiction specifically
                                         approves such advancement; and



 


		(iv)	the
                                         Indemnified Party undertakes to repay the advanced funds to the Company, allocated as
                                         advanced, together with the applicable legal rate of interest thereon, in cases in which
                                         the Indemnified Party is not found to be entitled to indemnification pursuant to a final,
                                         non-appealable decision of a court of competent jurisdiction.



 






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(c)          The
Adviser shall indemnify the Company, and its Affiliates and Controlling Persons, for any Losses that the Company or its Affiliates
and Controlling Persons may sustain as a result of the Adviser’s willful misfeasance, bad faith, gross negligence, reckless
disregard of its duties hereunder or violation of applicable law, including the federal and state securities laws.


 


		9.	Limitation
                                         on Indemnification.



 


Notwithstanding
Section 8(a) to the contrary, nothing contained herein shall protect or be deemed to protect any of the Indemnified Parties against
or entitle or be deemed to entitle any of the Indemnified Parties to indemnification in respect of, any Losses to the Company
or its security holders to which the Indemnified Parties would otherwise be subject by reason of willful misfeasance, bad faith
or gross negligence in the performance of the Adviser’s or Sub-Adviser’s duties or by reason of the reckless disregard
of the Adviser’s or Sub-Adviser’s duties and obligations under this Agreement or any Sub-Advisory Agreement (to the
extent applicable, as the same shall be determined in accordance with the 1940 Act and any interpretations or guidance by the
SEC or its staff thereunder).


 


In
addition, notwithstanding any of the foregoing to the contrary, the provisions of Section 8 and this Section 9 shall not be construed
so as to provide for the indemnification of any Indemnified Party for any liability (including liability under federal securities
laws which, under certain circumstances, impose liability even on persons that act in good faith), to the extent (but only to
the extent) that such indemnification would be in violation of applicable law, but shall be construed so as to effectuate the
provisions of Section 8 and this Section 9 to the fullest extent permitted by law.


 


		10.	Effectiveness,
                                         Duration and Termination of Agreement.



 


(a)           Term
and Effectiveness. This Agreement shall become effective as of the first date written above. Once effective, this Agreement
shall remain in effect for two years, and thereafter shall continue automatically for successive one-year periods, provided that
such continuance is specifically approved at least annually by: (i) the vote of the Board of Trustees, or by the vote of a majority
of the outstanding voting securities of the Company, and (ii) the vote of a majority of the Independent Trustees, in accordance
with the requirements of the 1940 Act.


 


(b)          Termination.
This Agreement may be terminated at any time, without the payment of any penalty: (i) by the Company upon 60 days’ prior
written notice to the Adviser upon: (A) the vote of a majority of the outstanding voting securities of the Company (as “majority”
is defined in Section 2(a)(42) of the 1940 Act), or (B) the vote of the Board of Trustees; or (ii) by the Adviser upon not less
than 120 days’ prior written notice to the Company. This Agreement shall automatically terminate in the event of its “assignment”
(as such term is defined for purposes of construing Section 15(a)(4) of the 1940 Act). The provisions of Sections 8 and 9 shall
remain in full force and effect, and the Adviser shall remain entitled to the benefits thereof, notwithstanding any termination
of this Agreement. Further, notwithstanding the termination or expiration of this Agreement as aforesaid, the Adviser shall be
entitled to any amounts owed to it under Section 3 through the date of termination or expiration and Sections 8 and 9 shall continue
in force and effect and apply to the Adviser and its representatives as and to the extent applicable.


 






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(c)          Payments
to Adviser Upon Termination.


 


		(i)	After
                                         the termination of this Agreement, the Adviser shall not be entitled to compensation
                                         for further services provided hereunder except that it shall be entitled to receive from
                                         the Company within 30 days after the effective date of such termination all unpaid reimbursements
                                         and all earned but unpaid fees payable to the Adviser prior to termination of this Agreement,
                                         including any deferred fees.



 


		(ii)	In
                                         the event of a termination by the Adviser pursuant to Section 10(b)(ii), above, the Adviser
                                         shall pay all direct expenses incurred as a direct result of its withdrawal up to but
                                         not exceeding $250,000.



 


		(iii)	Duties
                                         of Adviser Upon Termination. The Adviser shall promptly upon termination:



 


		(a)	deliver
                                         to the Board of Trustees a full accounting, including a statement showing all payments
                                         collected by it and a statement of all money held by it, covering the period following
                                         the date of the last accounting furnished to the Board of Trustees;



 


		(b)	deliver
                                         to the Board of Trustees all assets and documents of the Company then in custody of the
                                         Adviser; and



 


		(c)	cooperate
                                         with the Company to provide an orderly transition of services.



 


The
following provision in this Section 10 shall apply for only so long as the shares of the Company are not listed on a national
securities exchange.


 


(d)
            Other Matters. Upon termination of the Adviser, the Company
may terminate the Adviser’s interest in the Company’s revenues, expenses, income, losses, distributions and capital
by payment of an amount equal to the then present fair market value of the terminated Adviser’s interest, determined by
agreement of the terminated Adviser, any Sub-Adviser and the Company. If the Company, any Sub-Adviser and the Adviser cannot agree
upon such amount, then such amount will be determined in accordance with the then current rules of the American Arbitration Association.
The expenses of such arbitration shall be borne equally by the terminated Adviser and the Company. The Company shall also pay
to the Adviser any remaining unreimbursed Reimbursable O & O Expenses to the extent that such Reimbursable O & O Expenses,
together with all past Organization and Offering Expenses for which the Adviser has received reimbursement, do not exceed 1.5%
of the Offering Proceeds. The method of payment to the terminated Adviser shall be fair and shall protect the solvency and liquidity
of the Company.


 






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		11.	Proxy
                                         Voting.



 


The
Adviser will exercise voting rights on any assets held in the portfolio securities of portfolio companies. The Adviser is obligated
to furnish to the Company, in a timely manner, a record of all proxies voted in such form and format that complies with applicable
federal statutes and regulations.


 


		12.	Notices.



 


Any
notice under this Agreement shall be given in writing, addressed and delivered or mailed, postage prepaid, to the other party
at the address listed below or at such other address for a party as shall be specified in a notice given in accordance with this
Section 12.


 


		13.	Amendments.



 


This
Agreement may be amended by mutual written consent of the parties; provided that the consent of the Company is required to be
obtained in conformity with the requirements of the 1940 Act.


 


		14.	Severability.



 


If
any provision of this Agreement shall be declared illegal, invalid, or unenforceable in any jurisdiction, then such provision
shall be deemed to be severable from this Agreement (to the extent permitted by law) and in any event such illegality, invalidity
or unenforceability shall not affect the remainder hereof.


 


		15.	Counterparts.



 


This
Agreement may be executed in counterparts, each of which shall be deemed to be an original copy and all of which together shall
constitute one and the same instrument binding on all parties hereto, notwithstanding that all parties shall not have signed the
same counterpart.


 


		16.	Governing
                                         Law.



 


Notwithstanding
the place where this Agreement may be executed by any of the parties hereto and the provisions of Sections 8 and 9, this Agreement
shall be construed in accordance with the laws of the State of New York, without giving effect to any conflicts of laws principles
thereof. For so long as the Company is regulated as a BDC under the 1940 Act, this Agreement shall also be construed in accordance
with the applicable provisions of the 1940 Act and the Advisers Act. In such case, to the extent the applicable laws of the State
of New York or any of the provisions herein conflict with the provisions of the 1940 Act or the Advisers Act, the 1940 Act and
the Advisers Act shall control.


 


		17.	Third
                                         Party Beneficiaries.



 


Except
for any Sub-Adviser (with respect to Sections 6, 8 and 10(d)) and any Indemnified Party, such Sub-Adviser and the Indemnified
Parties each being an intended beneficiary of this Agreement, this Agreement is for the sole benefit of the parties hereto and
their permitted assigns and nothing herein express or implied shall give or be construed to give to any person, other than the
parties hereto and such assigns, any legal or equitable rights hereunder.


 






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		18.	Entire
                                         Agreement.



 


This
Agreement contains the entire agreement of the parties and supersedes all prior agreements, understandings and arrangements with
respect to the subject matter hereof.


 


		19.	Survival.



 


The
provisions of Sections 2(c), 2(d), 8, 9, 10, 16, 17 and this Section 19 shall survive termination of this Agreement.


 


		20.	Insurance.



 


The
Company shall acquire and maintain a directors and officers liability insurance policy or similar insurance policy, which may
name the Adviser and any Sub-Adviser each as an additional insured party (each an “Additional Insured Party”
and collectively, the “Additional Insured Parties”). Such insurance policy shall include reasonable coverage
from a reputable insurer. The Company shall make all premium payments required to maintain such policy in full force and effect;
provided, however, each Additional Insured Party, if any, shall pay to the Company, in advance of the due date of such premium,
its allocated share of the premium. Irrespective of whether the Adviser and any Sub-Adviser is a named Additional Insured Party
on such policy, the Company shall provide the Adviser and any Sub-Adviser with written notice upon receipt of any notice of: (a)
any default under such policy; (b) any pending or threatened termination, cancellation or non-renewal of such policy or (c) any
coverage limitation or reduction with respect to such policy. The foregoing provisions of this Section 20 notwithstanding, the
Company shall not be required to acquire or maintain any insurance policy to the extent that the same is not available upon commercially
reasonable pricing terms or at all, as determined in good faith by the required majority (as defined in Section 57(o) of the 1940
Act) of the Board of Trustees.


 


		21.	Brand
                                         Usage.



 


The
Adviser conducts its investment advisory business under, and owns all rights to, the trademark “FS/KKR Advisor” and
the “FS/KKR Advisor” design (collectively, the “Brand”). In connection with the Company’s
(a) public filings; (b) requests for information from state and federal regulators; (c) offering materials and advertising materials;
and (d) investor communications, the Company may state in such materials that investment advisory services are being provided
by the Adviser to the Company under the terms of this Agreement. The Adviser hereby grants a non-exclusive, non-transferable,
non-sublicensable and royalty-free license (the “License”) to the Company for the use of the Brand solely as
permitted in the foregoing sentence. Prior to using the Brand in any manner, the Company shall submit all proposed uses to the
Adviser for prior written approval solely to the extent the Company’s use of the Brand or any combination or derivation
thereof has materially changed from the Company’s use of the Brand previously approved by the Adviser. The Adviser reserves
the right to terminate the License immediately upon written notice for any reason, including if the usage is not in compliance
with its standards and policies. Notwithstanding the foregoing, the term of the License granted under this Section 21 shall be
for the term of this Agreement only, including renewals and extensions, and the right to use the Brand as provided herein shall
terminate immediately upon the termination of this Agreement. The Company agrees that the Adviser is the sole owner of the Brand,
and any and all goodwill in the Brand arising from the Company’s use shall inure solely to the benefit of the Adviser. Without
limiting the foregoing, the License shall have no effect on the Company’s ownership rights of the works within which the
Brand shall be used.


 


[Remainder
of Page Intentionally Blank]


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.


 





	 	CORPORATE
    CAPITAL TRUST II
	 	a Delaware statutory trust 

555 California
    Street, 50th Floor 

San Francisco, California 94104
	 	 	 
	 	By:	/s/ Todd
    C. Builione
	 	Name:  Todd C. Builione
	 	Title:    President
	 	 	 
	 	 	 
	 	FS/KKR ADVISOR, LLC
	 	a
    Delaware limited liability company     
 201 Rouse Boulevard
  Philadelphia, Pennsylvania 19112
	 	 	 
	 	By:	/s/ Todd
    C. Builione
	 	Name:  Todd C. Builione
	 	Title:    President







 





[Signature
Page to Investment Advisory Agreement]