UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A

(Amendment No. 1)

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(Mark One)

|☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -------------------------------------------------------------------------------------

For the fiscal year ended: December
31, 2015

OR



|☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | -----------------------------------------------------------------------------------------

Commission file number 814-01108



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Corporate Capital Trust II

(Exact name of registrant as specified in
its charter)



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|                                                                                    |  |                                             
|----------------------------------------------------------------------------------- |  | --------------------------------------------
|Delaware                                                                            |  | 47-1595504                                  
|(State or other jurisdiction
        of incorporation or organization)              |  | (I.R.S. Employer
        Identification No.)
|                                                                                    | 
|CNL Center at City Commons
        450 South Orange Avenue
        Orlando, Florida |  | 32801                                       
|(Address of principal executive offices)                                            |  | (Zip Code)                                  

Registrant’s telephone number,
including area code: (866) 745-3797

Securities registered pursuant to
Section 12(b) of the Act:



|                            |  |                                             
|--------------------------- |  | --------------------------------------------
|Title
        of each class |  | Name
        of exchange on which registered
|None                        |  | Not applicable                              

Securities registered pursuant to
Section 12(g) of the Act:

Common Stock, $0.001 par value per
share

(Title of class)

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Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes  ☐  No ☒

Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes ☐ No ☐

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (229.05 of this chapter) is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large
accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.





|Large accelerated filer |  | ☐                                                   |  | Accelerated filer         |  | ☐
|----------------------- |  | --------------------------------------------------- |  | ------------------------- |  | -
|                        |  |                                                     |  |                           |  |  
|Non-accelerated filer   |  | ☒ (Do not check if a smaller reporting
    company) |  | Smaller reporting company |  | ☐

Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

There is no established market for the Registrant’s
shares of common stock, par value $0.001 per share (the “Shares”). The Registrant is currently conducting an ongoing
public offering of its Shares pursuant to a Registration Statement on Form N-2, which Shares are currently being offered and sold
at $9.75 per Share, with discounts available for certain categories of purchasers, or at a price necessary to ensure that Shares
are not sold at a price, net of sales load, below net asset value per share.

As of January 12, 2017, there were 6,126,424 Shares outstanding.











EXPLANATORY NOTE



Corporate Capital Trust II (the “Company”, “we”,
“us” or “our”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to our Annual
Report on Form 10-K for the fiscal year ended December 31, 2015, originally filed with the Securities and Exchange Commission (the
“SEC”) on March 14, 2016 (the “Original Filing”), for the sole purpose of including the information required
by Part III of Form 10-K. This information was previously omitted from the Original Filing in reliance on General Instruction G(3)
to Form 10-K, which permits the information required by Part III of Form 10-K to be incorporated in the Form 10-K by reference
to our definitive proxy statement. However, because we have decided that we will not hold our first annual meeting until the spring
of 2017, we are filing this Amendment to include Part III information in our Form 10-K. We note that substantially all of the information
included in this Amendment is already publicly available in the Company’s prospectus included as part of our registration
statement on Form N-2 (File No. 333-199018). The reference on the cover of the Original Filing to the incorporation by reference
to portions of our definitive proxy statement into Part III of the Original Filing is hereby deleted.



2







PART III



Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.



Board of Trustees



Our business is managed under the direction
of our board of trustees, or the “Board.” The responsibilities of the Board include the oversight of our investment
activities, quarterly valuations of our assets and corporate governance activities. The Board had as of December 31, 2015 and currently
has an independent trustee committee, an audit committee and a nominating and governance committee, and it may establish additional
committees from time to time as necessary to fulfill its obligations. The Board consists of five members, three of whom are not
“interested persons” as defined in the Investment Company Act of 1940 (the “1940 Act”), which means that
they are not affiliated with either us or CNL Fund Advisers II, LLC (“CNL”) or KKR Credit Advisors (US) LLC (“KKR”
and, together with CNL, our “Advisors”). In this report, we refer to the trustees who are “interested persons”
as interested trustees and the trustees who are not “interested persons” as our independent trustees. Each member of
the Board holds his office until the next annual meeting of the shareholders or until his or her successor is duly elected and
qualified.



Information regarding our Board is set forth below.



Biographies of Interested Trustees



Thomas K. Sittema is the Chief Executive
Officer and the Chairman of the Board and also serves on the Investment Committee of CNL. Mr. Sittema also currently serves as
the Chief Executive Officer and Chairman of the Board of Directors of Corporate Capital Trust, Inc. (“CCT”) and is
an Investment Committee member of CCT’s advisor, CNL Fund Advisors Company. Mr. Sittema also currently serves as the Chairman
of the Board of CNL Growth Properties, Inc., is Vice Chairman of the Board of CNL Lifestyle Properties, Inc. and is the Chairman
of the Board of CNL Healthcare Properties, Inc. In addition, Mr. Sittema currently serves as Chief Executive Officer, President
and Director of CNL Financial Group, Inc. (“CFG”) and Director and/or an officer of various affiliates of CNL Financial
Group, LLC (“CNL Financial Group”). Mr. Sittema joined CNL Financial Group in November 2009 and is responsible for
the overall management of investments. From 1982 to October 2009, he served in various roles with Bank of America Corporation and
predecessors including NationsBank, NCNB and affiliate successors, and most recently served as managing director of real estate,
gaming, and lodging investment banking for Bank of America Merrill Lynch. Mr. Sittema joined the real estate investment banking
division of Banc of America Securities at its formation in 1994 and initially assisted in the establishment and build-out of our
securitization/permanent loan programs. He also assumed a corporate finance role with the responsibility for mergers and acquisitions,
or M&A, advisory and equity and debt capital raising for his client base. Throughout his career, Mr. Sittema has led numerous
M&A transactions, equity offerings and debt transactions, including high grade and high-yield offerings, commercial paper and
commercial mortgage-backed security conduit originations and loan syndications. Mr. Sittema currently serves as the 2016 Chairman
of the Investment Program Association. Mr. Sittema received his B.A. in Business Administration from Dordt College, and an M.B.A.
with a concentration in Finance from Indiana University.



Mr. Sittema was selected as one of our two
interested trustees because of his prior investment banking experience, particularly with regard to equity offerings, debt transactions
and loan syndications. His advisory and capital raising experience on behalf of clients is particularly relevant to his trusteeship
and, we believe, provides us with exceptional experience upon which to draw. Mr. Sittema’s experience in this regard provides
value to the board of trustees in its assessment and management of risk. In addition, we believe that Mr. Sittema’s experience
as an investment advisory representative is valuable to the board of trustees in its oversight of regulatory and compliance requirements
as well as its exercise of fiduciary duties to us and our shareholders.



Erik A. Falk serves as a trustee on our Board. In
addition, Mr. Falk also currently serves as a director for CCT. Mr. Falk joined KKR & Co. in 2008. Mr. Falk is a Member of
KKR & Co. Mr. Falk informed us that he plans to retire from KKR & Co. in April of 2017. Prior to joining KKR & Co.,
Mr. Falk was a Managing Director at Deutsche Bank Securities Inc., where he was most recently Global Co-Head of the Securitized
Products Group. In addition to leadership positions in recruiting and sitting on the boards of several of the bank’s companies,
Mr. Falk was a member of the global markets North American management committee and a member of the complex transactions underwriting
committee for the bank. Mr. Falk co-ran a global group focused on principal investing, bond underwriting, direct lending and advisory
business in credit and securitized products. He was also the global head of the special situations group where he launched a global
principal finance business focused on value trading and investing based on financial and asset valuation in both distressed and
performing situations. Prior to that, Mr. Falk worked for Credit Suisse First Boston where he was a director in their asset-backed
securities department. He originated and executed capital market securitizations for banks, auto finance companies, airlines,
student loan originators and CLO issuers. Mr. Falk graduated from Stanford University with an M.S. and B.S. in Chemical Engineering.



3







Mr. Falk was selected as one of our two Interested
Trustees because of his prior experience and familiarity with us. Equally significant is his knowledge and experience with business
development initiatives and with portfolio risk management and analytics, both of which we believe are key qualifications for providing
sound direction and leadership. Mr. Falk also possesses experience in portfolio management across multiple strategies, which we
believe is invaluable to our portfolio investment process.



Biographies of Independent Trustees



James H. Kropp serves as an independent
trustee on our Board. In addition, Mr. Kropp serves as an independent director for CCT. Mr. Kropp currently serves as Chief Investment
Officer of SLKW Investments LLC, successor to i3 Funds, LLC, a position he has held since 2008. He is also Chief Financial Officer
of Microproperties LLC, where he has served in this capacity since 2011. He was the interim Chief Financial Officer of TaxEase
LLC, a property tax lender and tax lien investor from 2010 to February 2012. Since 1998, Mr. Kropp has been a director, Chairman
of the Compensation Committee and Member of the Nominating/Corporate Governance committee of PS Business Parks, Inc., a public
real estate investment trust whose shares are listed on the New York Stock Exchange (“NYSE”). Mr. Kropp became an
Independent Trustee of NYSE-listed American Homes 4 Rent and Chairman of its Audit Committee at its founding in November 2012.
Mr. Kropp received a B.B.A. Finance from St. Francis College and completed the MBA/CPA preparation program from New York University.
Mr. Kropp has, in the past, been licensed to serve in a variety of supervisory positions (including financial, options and compliance
principal) by the National Association of Securities Dealers. He is a member of the American Institute of CPAs.



Mr. Kropp was selected
as one of our three independent trustees because of his prior experience on several investment fund committees. We believe Mr.
Kropp’s direct experience with investments as a portfolio manager and registered investment adviser is valuable to the board
of trustees. He also has accounting, auditing and finance expertise which, we believe, is beneficial in providing leadership on
the audit committee.



Mark D. Linsz serves as an independent
trustee on our Board. Mr. Linsz currently serves as co-founder and senior managing partner of My Next Season, an organization designed
to help corporate executives transition from long, successful corporate careers to their next phase of life. Mr. Linsz also held
a series of senior financial positions at Bank of America from 1998 to 2014, most recently serving as CFO Risk Executive from 2013
to 2014 and Corporate Treasurer from 2009 to 2013. Previously, Mr. Linsz served as Bank of America’s Global Markets Risk
Executive from 2007 to 2009 and as Chief Risk Officer for Europe, the Middle East, Africa and Asia from 2005 to 2008. Prior to
2005, Mr. Linsz also served as Bank of America’s Capital Markets Risk Executive and Head of Compliance for the Global Corporate
and Investment Bank. Mr. Linsz began his career with Chicago Research and Trading Group (CRT) in 1987. Prior to being purchased
by NationsBank, he was the head of Market Risk for CRT and continued these responsibilities at NationsBanc-CRT until 1998. Mr.
Linsz previously served on the board of directors of the Deposit Trust and Clearing Corporation from 2013 to 2014 and on the board
of directors of BlackRock Corporation from 2009 to 2011. Mr. Linsz received an undergraduate degree from National Louis University.



Mr. Linsz was selected as one of our three
independent trustees because of his prior board experience and financial expertise.



Thomas W. Morgan serves as an independent
trustee on the Board. Mr. Morgan has been a private equity professional for over 20 years. Mr. Morgan currently is the Co-Founder
and a Managing Director of Hycroft Capital, a private equity firm dedicated to investing in the management companies of mid-market
private equity firms. The firm is the principal investing affiliate of Hycroft Advisors, a boutique investment advisory firm focused
on servicing private equity firms. Prior to Hycroft, Mr. Morgan had been a Managing Director at New Mountain Capital, having joined
New Mountain Capital near inception in 2000 until 2015. In his 15 years with the firm, he held numerous senior investing and administrative
roles including extensive work with New Mountain Capital’s credit platform, a publicly-traded BDC named New Mountain Finance
Corp (NYSE:NMFC). Prior to New Mountain Capital, Mr. Morgan was an investment professional with Bain Capital, Inc. from 1994-2000.
Mr. Morgan began his career as an investment banker at CS First Boston, first in credit structured products and later in mergers
and acquisitions. Mr. Morgan has a B.A. in History and Political Science, magna cum laude, from Williams College and an M.B.A from
Harvard Business School.



Mr. Morgan was selected as one of our three
independent trustees because of his prior leadership experience and financial expertise.



4







Supplemental information regarding our trustees
is set forth below. Unless otherwise noted, the address for each trustee is c/o Corporate Capital Trust II, 450 South Orange Ave.,
Orlando, FL 32801.



|Name and Age of Trustee |  | Position(s) Heldwith Company                                                                                                               |  | Term of Office-Length ofTime Served |  | Principal OccupationPast Five Years                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | Other DirectorshipsHeld by TrusteeDuring the PastFive Years                                                                                                                                                                                                                         
|----------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------ |  | ----------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                        |  |                                                                                                                                            |  |                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                     
|Interested Trustees     |  |                                                                                                                                            |  |                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                     
|                        |  |                                                                                                                                            |  |                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                     
|Thomas K. Sittema, 57   |  | Chairman, Chief Executive Officer                                                                                                          |  | Appointed
        August 2014       |  | Chief Executive Officer (1/2011-present) and President (8/2013-present) of CFG.; Chairman and Chief Executive Officer of the Company (8/2014- present); Director (6/2010-present) and Chief Executive Officer (9/2014-present) of CCT; Investment Committee Member (6/2011-present) of CNL Fund Advisors Company; Chief Executive Officer (10/2009–present) of CNL Real Estate Group, Inc.; Chief Executive Officer and President (9/2014–12/2015) of Global Income Trust, Inc.; Chief Executive Officer and President (9/2014–present) of CNL Growth Properties, Inc. |  | Director, CFG; Director and Chairman, CCT; Director and Vice Chairman, CNL Lifestyle Properties, Inc.; Director, CNL Healthcare Properties, Inc.; Director and Chairman, CNL Growth Properties, Inc.; Director, World Serve Ministries, Dallas TX; Director, Crescent Resources, LLC
|                        |  |                                                                                                                                            |  |                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                     
|Erik A. Falk, 46        |  | Trustee                                                                                                                                    |  | Appointed
August 2014               |  | Global Head of KKR & Co.’s Private Credit Team (3/2015-Present); Co-Head of KKR & Co.’s Leveraged Credit Team (9/2008-3/2015); Member of Portfolio Management Committee of KKR; Leveraged Credit Investment Committee; Private Credit Investment Committee.                                                                                                                                                                                                                                                                                                            |  | Director, CCT ;  Director, Home Partners of America and Director, Loan Syndications and Trading Association                                                                                                                                                                         
|                        |  |                                                                                                                                            |  |                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                     
|Independent Trustees    |  |                                                                                                                                            |  |                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                     
|                        |  |                                                                                                                                            |  |                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                     
|James H. Kropp, 67      |  | Trustee; Chairman of the Audit Committee; Member of the Nominating and Governance Committee; Member of the Independent Committee.          |  | Appointed
June 2015                 |  | Chief Investment Officer, SLKW Investments LLC, successor to i3 Funds, LLC (12/2008-present); Manager, Chief Financial Officer, Microproperties LLC, (2011-present); Interim Chief Financial Officer, TaxEase, LLC (2/2009-2/2012).                                                                                                                                                                                                                                                                                                                                    |  | Director, CCT; Director, Chairman of the Compensation Committee, Member of the Nominating/Corporate Governance Committee, PS Business Parks, Inc., Glendale CA;  Trustee and Chairman of Audit Committee, American Homes 4 Rent                                                     
|                        |  |                                                                                                                                            |  |                                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                                                                                                                                                                                                                                                                     
|Mark D. Linsz, 52       |  | Trustee; Chairman of the Independent Committee; Member of the Audit
        Committee; Member of the Nominating and Governance Committee . |  | Appointed
        May 2016          |  | Co-Founder & Senior Managing Partner, My Next Season (2014-present); CFO Risk Executive, Bank of America (2013-2014); Corporate Treasurer, Bank of America (2009-2013).                                                                                                                                                                                                                                                                                                                                                                                                |  | Director, Deposit Trust & Clearing Corporation (2012-2014); BlackRock Corporation (2009-2011).                                                                                                                                                                                      
|Thomas W. Morgan, 47    |  | Trustee; Chairman of the Nominating and Governance Committee; Member of the Audit Committee; Member of the Independent Committee.          |  | Appointed
        May 2016          |  | Managing Partner, Hycroft Capital LLC (2015-present); Managing Director, New Mountain Capital LLC (2000-2015)                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | —                                                                                                                                                                                                                                                                                   



5







Executive Officers



The following persons serve as the Company’s
executive officers in the following capacities.



Thomas K. Sittema, 57, serves as our
Chief Executive Officer. Mr. Sittema’s biographical information is set forth above under the header “Board of Trustees.”



Chirag J. Bhavsar, 48, serves as our
Chief Operating Officer and Chief Financial Officer. In addition, Mr. Bhavsar serves as Chief Operating Officer and Chief Financial
Officer for CCT. Mr. Bhavsar has spent most of the past 15 years of his career with entities affiliated with CNL Financial Group.
Mr. Bhavsar has served in the roles of Executive Vice President, Chief Operating Officer, and Chief Financial Officer for Valley
National Bank’s Florida Division, from 2015 to 2016, and as the Executive Vice President and Chief Financial Officer of its
predecessor, CNLBancshares, Inc., from 2002 to 2015. Mr. Bhavsar is an independent director at Currency Exchange International
Corp., which is a publicly traded company on the Toronto Stock Exchange, where he is Lead Independent Director and Audit Committee
Chairman. Mr. Bhavsar received his Bachelor of Science in Accounting from the University of Florida in 1990, and received a Master
of Science in Accounting from the University of Florida in 1991. Mr. Bhavsar also graduated from University of Virginia’s
Banking School in 1993. He is a certified public accountant.



Kirk A. Montgomery, 60, serves as our
Chief Compliance Officer, General Counsel and Secretary. Mr. Montgomery also serves as the Chief Compliance Officer, General Counsel,
Senior Vice President and Secretary for CCT. In addition, Mr. Montgomery currently serves as Head of Regulatory Affairs for CNL
Financial Group Investment Management, LLC and General Counsel for CNL Capital Markets Corp. In this role, he oversees the compliance
functions for CNL Financial Group. Prior to joining CNL Financial Group, Mr. Montgomery served as the Chief Legal Officer for Wells
Real Estate Funds from October 2002 to March 2013 and has more than 25 years of experience with investment and securities legal,
compliance, and regulatory matters. Mr. Montgomery has also served as Corporate Counsel for Federated Investors Mutual Funds and
served as Assistant General Counsel for Prudential Investments Corporation where he advised multiple business units on securities
distribution, sales practice compliance, litigation matters and related supervisory risk issues. Mr. Montgomery received his Juris
Doctor from Cumberland School of Law and his Masters of Business Administration in Finance from Samford University. He has been
a member of the Georgia and American Bar Associations since 1983.



Robert M. Campbell, 36, joined CFG in
2004 and is currently a Senior Vice President on CNL Financial Group’s Fund Management platform. Mr. Campbell currently serves
as Vice President of Investments of our advisor and at CNL Fund Advisors, CCT’s advisor and is a member of the investment
committee. Previously, Mr. Campbell served as a Director of Finance on a private equity team at CFG and actively participated in
the management of various CFG partnerships in the restaurant and oil & gas industries and served on the pricing committee for
an open-end global real estate mutual fund sponsored by CFG. Mr. Campbell holds his Series 65 license, received his B.A. from the
University of Florida, an M.B.A. from the University of Central Florida and currently serves as the Chairman for the Audit Committee
for the City of Orlando.



Code of Ethics



We have adopted a code of ethics pursuant to
Rule 17j-1 under the 1940 Act, which applies to our trustees and employees, including our principal executive officers. Our code
of ethics establishes procedures for personal investments and restricts certain personal securities transactions. Persons subject
to this code may invest in securities for their personal investment accounts, including securities that may be purchased or held
by us, so long as such investments are made in accordance with the code’s requirements. Our code of ethics is incorporated
by reference as an exhibit to our annual report on Form 10-K. A copy of our code of ethics is also available on our website: www.corporatecapitaltrustII.com.
You may also read and copy our code of ethics at the SEC’s Public Reference Room located at 100 F Street, NE, Washington,
DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition,
our code of ethics is available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov. You may also obtain
copies of our code of ethics, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov,
or by writing the SEC’s Public Reference Section, 100 F Street, NE, Washington, DC 20549.



6







Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”) requires our officers, trustees and persons who beneficially own more than
ten percent of our common stock to file reports of ownership and changes in ownership with the SEC. These reporting persons are
also required to furnish us with copies of all Section 16(a) forms they file. Based solely on our review of such forms furnished
to us and written representations from certain reporting persons, we believe that all of our officers, trustees and persons who
beneficially own more than ten percent of our common stock timely filed such forms during the fiscal year ended December 31, 2015.



Audit Committee



Our audit committee consists of all of our independent
trustees each of whom meets the independence standards established by the SEC for audit committees and is not an “interested
person” for purposes of the 1940 Act. James H. Kropp serves as chairman of the audit committee. Our board of trustees has
determined James H. Kropp is an “audit committee financial expert” as that term is defined under Item 407 of Regulation
S-K of the Exchange Act. The audit committee operates pursuant to a written charter and meets periodically as necessary. A copy
of the audit committee’s charter is available on our website: www.corporatecapitaltrustII.com.The audit committee
is responsible for selecting, engaging and discharging our independent accountants, reviewing the plans, scope and results of the
audit engagement with our independent accountants, approving professional services provided by our independent accountants (including
compensation therefor), reviewing the independence of our independent accountants and reviewing the adequacy of our internal controls
over financial reporting.



Item 11. EXECUTIVE COMPENSATION.



Compensation of Executive Officers



As an externally managed business development
company, the Company relies on the services of CNL as investment advisor under the Investment Advisory Agreement and the services
of KKR as investment advisor under the Sub-Advisory Agreement. CNL also provides administrative services to the Company under the
Administrative Services Agreement. In connection with its services, CNL has agreed to provide the Company with personnel to serve
as the Company’s appointed officers. The Company’s appointed officers (who, while associated with CNL, serve on behalf
of the Company) consist of the Company’s chief executive officer, chief financial officer, chief operating officer, secretary,
general counsel, chief compliance officer, deputy chief compliance officer, and vice president of investments. The Company does
not pay any compensation to any of the Company’s officers.



Compensation of Trustees



Prior to meeting our minimum offering requirement,
our trustees were not entitled to compensation. Since meeting our minimum offering requirement on March 1, 2016, the independent
trustees are entitled to receive annual compensation of $60,000. In addition, the independent trustees are reimbursed for reasonable
out-of-pocket expenses incurred in connection with attending board and committee meetings. Each independent trustee serves as chairman
of one of the separate committees of the Board. There are no pension or retirement benefits being offered to our trustees at this
time.



7







The table below sets forth the compensation
received by each person that was a trustee as of December 31, 2015 from the Company for the fiscal year ended December 31, 2015.



|Name of Trustee       |  | Fees Earned orPaid in Cash |  | Stock Awards |  | Option Awards |  | Non-EquityIncentive PlanCompensation |  | Change inPension Valueand Non-QualifiedDeferredCompensationEarnings |  | All OtherCompensation |  | TotalCompensation | 
|--------------------- |  | -------------------------- |  | ------------ |  | ------------- |  | ------------------------------------ |  | ------------------------------------------------------------------- |  | --------------------- |  | ----------------- | 
|Interested Trustees:  |  |                            |  |              |  |               |  |                                      |  |                                                                     |  |                       |  |                   | 
|                      |  |                            |  |              |  |               |  |                                      |  |                                                                     |  |                       |  |                   | 
|Thomas K. Sittema     |  | —                          |  | —            |  | —             |  | —                                    |  | —                                                                   |  | —                     |  | —                 | 
|                      |  |                            |  |              |  |               |  |                                      |  |                                                                     |  |                       |  |                   | 
|Erik A. Falk          |  | —                          |  | —            |  | —             |  | —                                    |  | —                                                                   |  | —                     |  | —                 | 
|                      |  |                            |  |              |  |               |  |                                      |  |                                                                     |  |                       |  |                   | 
|Independent Trustees: |  |                            |  |              |  |               |  |                                      |  |                                                                     |  |                       |  |                   | 
|                      |  |                            |  |              |  |               |  |                                      |  |                                                                     |  |                       |  |                   | 
|Frederick Arnold(1)   |  | —                          |  | —            |  | —             |  | —                                    |  | —                                                                   |  | —                     |  | —                 | 
|                      |  |                            |  |              |  |               |  |                                      |  |                                                                     |  |                       |  |                   | 
|James H. Kropp        |  | —                          |  | —            |  | —             |  | —                                    |  | —                                                                   |  | —                     |  | —                 | 
|                      |  |                            |  |              |  |               |  |                                      |  |                                                                     |  |                       |  |                   | 
|Kenneth C. Wright(1)  |  | —                          |  | —            |  | —             |  | —                                    |  | —                                                                   |  | —                     |  | —                 | 



| | (1) | On May 16, 2016, Mr. Arnold and Mr. Wright resigned from the Board. The Board appointed Mr. Linsz and Mr. Morgan as new independent
trustees, effective as of May 16, 2016.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS.



The following table shows certain information
as of January 12, 2017 with respect to the beneficial ownership of the Shares by (i) each trustee, (ii) each executive officer
and (iii) all of the Company’s trustees and executive officers as a group. As of January 12, 2017, there were 6,126,424 Shares
issued and outstanding.



Beneficial ownership has been determined in
accordance with Rule 13d-3 under the Exchange Act and includes voting or investment power with respect to the Shares. There are
no Shares subject to options that are currently exercisable or exercisable within 60 days of the date of this filing.



Unless otherwise indicated, to the Company’s
knowledge, all persons named in the table below have sole voting power and sole investment power with respect to the Shares indicated
as beneficially owned. In addition, unless otherwise indicated, the address for each person named below is c/o Corporate Capital
Trust II, CNL Center at City Commons, Tower I, 450 South Orange Avenue, Orlando, Florida, 32801.



|Name of Beneficial Owner (1):                              |  | Number of Shares Beneficially Owned |        | Percentage of
Class (2)
|---------------------------------------------------------- |  | ----------------------------------- | ------ | -----------------------
|Interested Trustees:                                       |  |                                     |        |                        
|Thomas
    K. Sittema                                      |  |                                     | —      |                        
|Erik
    A. Falk                                           |  |                                     | —      |                        
|                                                           |  |                                     |        |                        
|Independent
    Trustees:                                  |  |                                     |        |                        
|Mark
    D. Linsz                                          |  |                                     | —      |                        
|Thomas
    W. Morgan                                       |  |                                     | —      |                        
|James
    H. Kropp                                         |  |                                     | 11,395 |                        
|                                                           |  |                                     |        |                        
|Executive
    Officers:                                    |  |                                     |        |                        
|Thomas
    K. Sittema                                      |  |                                     | —      |                        
|Chirag
    J. Bhavsar                                      |  |                                     | 32,644 | (3)                    
|Kirk
    A. Montgomery                                     |  |                                     | 8,287  | (3)                    
|Robert
    M. Campbell                                     |  |                                     | 16,575 | (3)                    
|Executive
    Officers and Trustees as a group (8 persons) |  |                                     | 68,901 |                        



*

Less
than one percent.



(1)

Beneficial
ownership has been determined in accordance with Rule 13d-3 under the Exchange Act.



(2)

Based
on 6,126,424 Shares issued and outstanding as of January 12, 2017.



(3)

Consists
of restricted stock units that have not yet vested.



8







Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.



The Company is subject to certain regulatory
requirements that restrict the Company’s ability to engage in certain related-party transactions. The Company has policies
and procedures in place for the review, approval and monitoring of transactions involving the Company and certain persons related
to it, to ensure that it does not enter into any prohibited transactions. For example, the Company’s compliance policies
provide that, among other things, the Company may not engage in certain transactions with CNL or a trustee of the Company or an
affiliate thereof unless (a) such transaction complies with all applicable law and (b) a majority of the Company’s trustees
(including a majority of the independent trustees) not otherwise interested in such transaction approve such transaction as fair
and reasonable to the Company and on terms and conditions not less favorable to the Company than those available from non-affiliated
third parties. In addition, the Independent Trustee Committee evaluates transactions between the Company and its affiliates that
are subject to restrictions under Section 57 of the 1940 Act. The following is a description of transactions since the beginning
of the Company’s last fiscal year and any currently proposed transaction in which the amount exceeds $120,000 and in which
any related person had or will have a direct or indirect material interest.



As disclosed in the Original Filing, the Company
is a party to certain contractual agreements with its Advisors and certain of their affiliates, including the Managing Dealer Agreement,
Investment Advisory Agreement, Investment Sub-Advisory Agreement, Administrative Services Agreement and Expense Support Agreement.
The material terms of these agreement as of December 31, 2015 are disclosed in the Original Filing. The descriptions of such contractual
arrangements in the Original Filing are incorporated by reference herein. In addition, since the Original Filing, the Expense Support
Agreement was amended to extend the “Expense Support Payment Period” through December 31, 2016. The Company’s
obligation to reimburse each Expense Support Payment will terminate three years from the date on which such Expense Support Payment
was paid or waived. Management believes that Reimbursement Payments are not probable as of September 30, 2016. As of September
30, 2016, the amount of Expense Support Payment obligation paid or payable by the Advisors is $1,447,589, representing all of the
Company’s operating expenses, excluding distribution and shareholder servicing fees and performance based incentive fees,
incurred between March 1, 2016 (commencement of operations) and September 30, 2016.



Payments to Related Parties



Related party fees, expenses and reimbursement
of expenses incurred by the Company for the years ended December 31, 2014 and 2015 and for the period ended September 30, 2016,
respectively, are summarized below:





|Related Party        |  | Source Agreement & Description                       |  | 2014 |   | 2015 |  | Nine Months Ended
September 30, 2016
|-------------------- |  | ---------------------------------------------------- |  | ---- | - | ---- |  | ------------------------------------
|CNL Securities Corp. |  | Managing Dealer Agreement:                           |  |      |   |      |  |                                     
|                     |  | Up-front selling commissions and dealer manager fees |  | $    | ― |      |  | $                                   
|                     |  | Distribution and shareholder servicing fees          |  |      | ― |      |  |                                     
|CNL and KKR          |  | Investment Advisory Agreement:                       |  |      |   |      |  |                                     
|                     |  | Base management fees (investment advisory fees)      |  |      | ― |      |  |                                     
|                     |  | Incentive fee on capital gains (1)                   |  |      | ― |      |  |                                     
|KKR                  |  | Investment Sub-Advisory Agreement:                   |  |      |   |      |  |                                     
|                     |  | Investment expenses reimbursement                    |  |      | ― |      |  |                                     
|CNL                  |  | Administrative Services Agreement:                   |  |      |   |      |  |                                     
|                     |  | Administrative and compliance services               |  |      | ― |      |  |                                     



















| | (1) | Incentive fees on capital gains are included in performance-based incentive fees in the condensed statement of operations.
The following table provides additional details for the incentive fee on capital gains for the nine months ended September 30,
2016:
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



9









|Incentive fee on Capital Gains                                                                       |  | Nine Months Ended
September 30, 2016
|---------------------------------------------------------------------------------------------------- |  | ------------------------------------
|Accrued incentive fee as of beginning of period,                                                     |  | $                                   
|Incentive fee on capital gains during the nine months ended September 30,                            |  |                                     
|Less: Incentive fee on capital gains paid to the Advisors during the nine months ended September 30, |  |                                     
|Accrued incentive fee as of September 30,                                                            |  |                                     
|Less: Accrued incentive fee on capital gains attributable to unrealized gains as of September 30,    |  |                                     
|Incentive fee on capital gains earned by and payable to the advisors as of September 30,             |  | $                                   





Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.



Fees to Auditors



The following table shows the audit fees and
non-audit related fees accrued or paid to Deloitte & Touche LLP for professional services performed for the Company’s
fiscal year ended December 31, 2015 and 2014.







|Fiscal Year/Period |  | Audit Fees |        | Audit-Related Fees (1) |  | Tax Fees (2) |        | All Other Fees (3)
|------------------ |  | ---------- | ------ | ---------------------- |  | ------------ | ------ | ------------------
|2015               |  | $          | 46,500 |                        |  | $            | 11,000 |                   
|2014               |  | $          | —      |                        |  | $            | —      |                   







|(1) | “Audit-Related Fees” are those fees billed to the Company
        relating to audit services provided by Deloitte & Touche LLP, including those in connection with the provision of comfort letters
        submitted by Deloitte & Touche LLP related to the Company’s registration statements and broker-dealer activity pursuant
        to the offering of shares pursuant to the Company’s Registration Statement on Form N-2.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(2) | “Tax Fees” are those fees billed to the Company in connection
        with tax consulting services performed by Deloitte & Touche LLP, including primarily the review of the Company’s income
        tax returns.                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                    
|(3) | “All Other Fees” are those fees billed to the Company in connection with permitted non-audit services performed by Deloitte & Touche LLP.                                                                                                                                                                                                                                                                                          



Policy on Audit Committee Pre-Approval of Audit and Non-Audit
Services Performed by the Independent Registered Public Accounting Firm



The Company maintains an auditor independence
policy that, among other things, mandates that the Audit Committee review, negotiate and approve in advance the scope of work,
any related engagement letter and the fees to be charged by the independent registered public accounting firm for audit services
and permissible non-audit services for the Company, and for permissible non-audit services for the Company’s investment advisers
and any affiliates thereof that provide services to the Company, if such non-audit services have a direct impact on the operations
or financial reporting of the Company. All of the audit and non-audit services described above for which fees were incurred by
the Company for the fiscal years ended December 31, 2015 and 2014 were pre-approved by the Audit Committee in accordance with its
pre-approval policy.



10







PART IV



Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.



Exhibits



The following exhibits are filed with this Amendment:



|Number |  | Description of Exhibit                                                                             |  | Method of Filing
|------ |  | -------------------------------------------------------------------------------------------------- |  | ----------------
|31.1   |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 |  | Filed herewith. 
|       |  |                                                                                                    |  |                 
|31.2   |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002 |  | Filed herewith. 



11







SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 20th day of January 2017.



|. |                           
|- | --------------------------
|  | CORPORATE CAPITAL TRUST II
|  |                           
|  | By:                       
|  |                           
|  |                           
|  |                           
|  | By:                       
|  |                           
|  |                           
|  |                           



Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.





|Signature             |  | Title                                               |  | Date            
|--------------------- |  | --------------------------------------------------- |  | ----------------
|                      |  |                                                     |  |                 
|/s/ Thomas K. Sittema |  | Chairman of the Board and Chief Executive Officer   |  | January 20, 2017
|Thomas K. Sittema     |  | (Principal Executive Officer)                       |  |                 
|                      |  |                                                     |  |                 
|/s/ Erik A. Falk      |  | Trustee                                             |  | January 20, 2017
|Erik A. Falk          |  |                                                     |  |                 
|                      |  |                                                     |  |                 
|/s/ Mark D. Linsz     |  | Independent Trustee                                 |  | January 20, 2017
|Mark D. Linsz         |  |                                                     |  |                 
|                      |  |                                                     |  |                 
|/s/ James H. Kropp    |  | Independent Trustee                                 |  | January 20, 2017
|James H. Kropp        |  |                                                     |  |                 
|                      |  |                                                     |  |                 
|/s/ Thomas W. Morgan  |  | Independent Trustee                                 |  | January 20, 2017
|Thomas W. Morgan      |  |                                                     |  |                 
|                      |  |                                                     |  |                 
|/s/ Chirag J. Bhavsar |  | Chief Financial Officer and Chief Operating Officer |  | January 20, 2017
|Chirag J. Bhavsar     |  | (Principal Financial and Accounting Officer)        |  |                 





12