cct-pos8c.htm

Scenario 2 – Subordinated Incentive Fee on Income

Pre-incentive fee net investment income falls between the 1.75% preferred return rate and the catch up of 2.1875%, therefore the incentive fee on pre-incentive fee net investment income is 100% of the pre-incentive fee above the 1.75% preferred return at 0.2%.

Scenario 3 – Subordinated Incentive Fee on Income

Pre-incentive fee net investment income exceeds the 1.75% preferred return and the 2.1875% catch up provision. Therefore the catch up provision is fully satisfied by the 0.4375% of pre-incentive fee net investment income above the 1.75% preferred return rate and there is a 20% incentive fee on pre-incentive fee net investment income above the 2.1875% “catch up.” This provides a 0.56% incentive fee which represents 20% of pre-incentive fee net investment income.

Example – Incentive Fee on Capital Gains

Assumptions

Year 1:	No net realized capital gains or losses
Year 2:	6% realized capital gains and 1% realized capital losses and unrealized capital depreciation; capital gain incentive fee = 20% x (realized capital gains for year computed net of all realized capital losses and unrealized capital depreciation at year end)

Year 1 Incentive Fee on Capital Gains		= 20% x (0)
		= 0
		= No Incentive Fee on Capital Gains

Year 2 Incentive Fee on Capital Gains		= 20% x (6% -1%)
		= 20% x 5%
		= 1%

Indemnification of Our Advisors

The Investment Advisory Agreement provides that each Advisor and its officers, directors, persons associated with each Advisor, shareholders (and owners of the shareholders), controlling persons and agents are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by them in or by reason of any pending, threatened or completed action, suit, investigation or other proceedings arising out of or otherwise based on the performance of any of such Advisor’s duties or obligations under the Investment Advisory Agreement or the Sub-Advisory Agreement, as applicable, or otherwise as our investment adviser, (i) to the extent such damages, liabilities, cost and expenses (A) are not fully reimbursed by insurance and (B) do not arise by reason of willful misfeasance, bad faith, or gross negligence in such Advisor’s performance of such duties or obligations, or such Advisor’s reckless disregard of such duties or obligations, and (ii) otherwise to the fullest extent such indemnification is consistent with the provisions of our articles of incorporation, the 1940 Act, the laws of the State of Maryland and other applicable law.

USE OF PROCEEDS

We will use the net proceeds from this offering to make investments in accordance with the investment objective and strategies described in this prospectus. These proceeds also may be used for working capital. Net proceeds received by us from the sale or liquidation of assets, are expected to be reinvested by us in assets in accordance with our investment objectives and investment strategies.

Based on prevailing market conditions, we anticipate that we will invest the proceeds from each subscription closing generally within 30-90 days. The precise timing will depend on the availability of investment opportunities that are consistent with our investment objective and strategies. Until we are able to find such investment opportunities, we intend to invest the net proceeds of this offering primarily in cash, cash equivalents, U.S. government securities, money market funds and high-quality debt instruments maturing in one year or less from the time of investment. This is consistent with our status as a business development company and our election to be taxed as a RIC. During this time, we may also use a portion of the net proceeds to reduce our borrowings under revolving credit agreements, to pay our operating expenses and fund distributions to shareholders. In addition, during this time, we will pay management fees under the Investment Advisory Agreement as described elsewhere in this prospectus.

The following table sets forth our estimates of how we intend to use the gross proceeds from this offering if we sell: (1) $831 million worth of shares through the remainder of the offering, and (2) the maximum number of shares registered in this offering, or 150,000,000 shares, both at the current offering price of $11.05 per share. The amount of net proceeds may be more or less than the amount depicted in the table below depending on the current public offering price of the common stock and the actual number of shares of common stock, if any, we sell in the offering.

The amounts in the table below assume that the full fees and commissions are paid on all shares of our common stock offered to the public on a best efforts basis. All or a portion of the selling commission and marketing support fee may be reduced or eliminated in connection with certain categories of sales such as sales for which a volume discount applies, sales through investment advisers or banks acting as trustees or fiduciaries, and sales to our affiliates. The reduction in these fees, as appropriate, will be accompanied by a corresponding reduction in the per share purchase price but will not affect the amounts available to us for investments. Because the amounts in the following table are estimates, they may not accurately reflect the actual receipt or use of the offering proceeds.

	$831 Million Capital Raise					Maximum Offering
	Amount		%			Amount		%

Gross proceeds	$	831,578,745		100.0	%	$	1,627,500,000		100.0	%
Less:
Selling commissions	$	58,210,512		7.0		$	116,025,000		7.0
Marketing support fee	$	24,947,362		3.0		$	49,725,000		3.0
Offering expenses	$	9,147,366		1.1		$	14,341,167		0.9

Net Proceeds/Amount Available for Investments	$	739,237,504		88.9	%	$	1,477,408,833		89.1	%

In addition to the sales load, we estimate that we will incur in connection with this offering approximately $9.1 million of expenses (approximately 1.1% of the gross proceeds), assuming gross proceeds of $831 million from an assumed 75,255,995 common shares sold at $11.05 per share; and approximately $14.3 million of expenses (approximately 0.87% of the gross proceeds) if the maximum number of common shares is sold at $11.05 per share.

There can be no assurance that we will be able to sell all of the shares that we are registering. If we sell only a portion of the shares that we are registering, we may be unable to achieve our investment objective.

DISTRIBUTIONS

On June 8, 2011, we began authorizing and paying monthly distributions to our shareholders. We will distribute pro rata to our shareholders funds received by us that we deem unnecessary for us to retain. Any distributions to our shareholders will be declared out of assets legally available for distribution. We expect to continue making monthly distributions unless our results of operations, our general financial condition, general economic conditions, or other factors prohibit us from doing so. From time to time, but not less than quarterly, we will review our accounts to determine whether distributions to our shareholders are appropriate. We have not established any limit on the extent to which we may use borrowings, if any, our equity capital, or proceeds from this offering to fund distributions (which may reduce the amount of capital we ultimately invest in assets). There can be no assurance that we will be able to sustain distributions at any particular level.

The following table presents the total cash distributions declared per share of common stock outstanding during the years ended December 31, 2012, and 2011:

	Cash Distributions Declared Per Share
Quarter	2012		2011
First	$	0.185700	$	—
Second		0.189878		—
Third		0.189878		0.175006
Fourth		0.189878		0.191492
Total	$	0.755334	$	0.366498

Each year a statement on Internal Revenue Service Form 1099-DIV (or such successor form) identifying the source of the distribution is mailed to our shareholders. Our distributions may exceed our earnings, especially during the period before we have substantially invested the proceeds from this offering. As a result, a portion of the distributions we make may represent a return of capital for tax purposes. The tax basis of shares must be reduced by the amount of any return of capital distributions, which will result in an increase in the amount of any taxable gain (or a reduction in any deductible loss) on the sale of shares.

We have elected to be treated, and intend to qualify annually, as a RIC under the Code. To maintain RIC tax treatment, we must distribute at least 90% of our net ordinary taxable income and net short-term capital gains in excess of net long-term capital losses, if any, to our shareholders. A RIC may satisfy the 90% distribution requirement by actually distributing dividends (other than capital gain dividends) during the taxable year. In addition, a RIC may, in certain cases, satisfy the 90% distribution requirement by distributing dividends relating to a taxable year after the close of such taxable year under the “spillover dividend” provisions of sub-chapter M. If a RIC makes a spillover dividend the amounts will be included in the 1099s for the year the spillback distribution is paid (stated differently there is no impact of a spillback distribution to the shareholder).

In order to minimize certain excise taxes imposed on RICs, we currently intend to distribute during each calendar year an amount at least equal to the sum of: (i) 98% of our ordinary income for the calendar year, (ii) 98.2% of our capital gains in excess of capital losses for the one-year period generally ending on October 31 of the calendar year (unless an election is made by us to use our taxable year) and (iii) any ordinary income and net capital gains for preceding years that were not distributed during such years and on which we paid no federal income tax.

We currently intend to distribute net capital gains (i.e., net long-term capital gains in excess of net short-term capital losses), if any, at least annually out of the assets legally available for such distributions. However, we may decide in the future to retain such capital gains for investment and elect to treat such gains as deemed distributions to you. If this happens, you will be treated for U.S. federal income tax purposes as if you had received an actual distribution of the capital gains that we retain and reinvested the net after tax proceeds in us. In this situation, you would be eligible to claim a tax credit (or, in certain circumstances, a tax refund) equal to your allocable share of the tax we paid on the capital gains deemed distributed to you. We can offer no assurance that we will achieve results that will permit the payment of any cash distributions and, if we issue senior securities, we will be prohibited from making distributions if doing so causes us to fail to maintain the asset coverage ratios stipulated by the 1940 Act or if distributions are limited by the terms of any of our borrowings. See “Tax Matters.”

SELECTED FINANCIAL DATA

The following selected financial data for the years ended December 31, 2012 and 2011, and for the period from June 9, 2010, (Inception) to December 31, 2010 is derived from our consolidated financial statements. The following selected financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Financial Statements and Supplementary Data” included elsewhere in this prospectus.

	(U.S. dollar amounts in thousands, except per share data)
							Period from
							June 9, 2010
							(Inception) to
	Year Ended December 31,						December 31,
	2012			2011			2010
Statement of operations data:
Investment income	$	35,582		$	959		$	—
Operating expenses
Total expenses		19,651			1,481			—
Reimbursement of expense support		1,829			—
Advisors’ Expense support		(1,590	)		(1,376	)		—
Net expenses		19,890			106			—
Net investment income		15,692			853			—
Realized and unrealized gain		9,962			529			—
Net increase in net assets resulting from operations	$	25,654		$	1,382		$	—
Per share data:
Net investment income - basic and diluted	$	0.50		$	0.67
Net increase in net assets resulting from operations—basic and diluted	$	0.82		$	1.09
Distributions declared	$	0.76		$	0.37
Balance sheet data:
Total assets	$	850,324		$	116,223		$	200
Credit facility	$	159,620		$	25,340			—
Total net assets	$	611,484		$	65,163		$	200
Other data:
Total investment return-net price(1)		14.2	%		6.5	%		—
Total investment return-net asset value(2)		14.3	%		6.5	%
Number of portfolio companies at period end		126			110			—
Total portfolio investments for the period	$	991,952		$	106,811			—
Investment sales and prepayments for the period	$	410,530		$	482			—

(1)

Total investment return-net price is a measure of total return for shareholders who purchased the Company’s common stock at the beginning of the period, including dividends declared during the period. Total investment return-net price is based on (i) the purchase of one share at the public offering price, net of sales load, on the first day of the period, (ii) the sale at the net asset value per share on the last day of the period, of (A) one share plus (B) any fractional shares issued in connection with the reinvestment of monthly distributions, and (iii) the cash payment for distributions payable, if any, on the last day of the period. The total investment return-net price calculation assumes that (i) monthly cash distributions are reinvested in accordance with the Company’s distribution reinvestment plan and (ii) the fractional shares issued pursuant to the distribution reinvestment plan are issued at the then public offering price, net of sales load, on each monthly distribution payment date. There is no public market for the Company’s shares and the market value at sale is assumed to be equal to net asset value per share on the last day of the period. The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. Investment performance is presented without regard to sales load that may be incurred by our shareholders in the purchase of the Company’s shares of common stock.

(2)

Total investment return-net asset value is a measure of the change in total value for shareholders who held the Company’s common stock at the beginning and end of the period, including dividends declared during the period. Total investment return-net asset value is based on (i) the beginning period net asset value per share on the first day of the period, (ii) the net asset value per share on the last day of the period, of (A) one share plus (B) any fractional shares issued in connection with the reinvestment of monthly distributions, and (iii) the value of distributions payable, if any, on the last day of the period. The total investment return-net asset value calculation assumes that (i) monthly cash distributions are reinvested in accordance with the Company’s distribution reinvestment plan and (ii) the fractional shares issued pursuant to the distribution reinvestment plan are issued at the then public offering price, net of sales load, on each monthly distribution payment date. There is no public market for the Company’s shares. The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. Investment performance is presented without regard to sales load that may be incurred by our shareholders in the purchase of the Company’s shares of common stock.

SENIOR SECURITIES

Revolving Credit Facility

CCT Funding is party to a revolving credit facility with Deutsche Bank and the other lenders from time to time thereto (the “Lenders”). Deutsche Bank serves as administrative agent under the credit facility. The credit facility provides for borrowings by CCT Funding in an aggregate amount up to $340 million on a committed basis. (See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Credit Facility.”)

As of December 31, 2012, approximately $159.62 million was borrowed and outstanding under the revolving credit facility, and, as of March 12, 2013, approximately $219.44 million was borrowed and outstanding under the credit facility.

Total Return Swap

On November 15, 2012, Halifax Funding, our newly-formed, wholly-owned, special purpose financing subsidiary entered into a TRS arrangement with The Bank of Nova Scotia (“BNS”), which consist of a set of agreements that are collectively referred to herein as the TRS Agreements. Pursuant to the terms of the TRS Agreements, Halifax Funding may select a portfolio of single-name corporate loans and bonds with a maximum aggregate notional amount of $500 million. Halifax Funding is required to initially cash collateralize a specified percentage of each loan or bond (generally, at least 40% of the notional amount of such loan or bond) in accordance with margin requirements described in the TRS Agreements.

For purposes of determining our compliance with the asset coverage ratio test applicable to us as a business development company, we regard the TRS total notional amount at the end of the period, less the total amount of cash collateral posted under the TRS, as a senior security for the life of the TRS. (See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Total Return Swaps.”)

As of December 31, 2012, the total notional amount of the portfolio of TRS reference assets was $164.01 million, and the total amount of cash collateral posted under the TRS was $87.97 million, resulting in $76.04 million of deemed senior securities from the TRS arrangement.

All Senior Securities

Information about our senior securities, which includes both borrowings under our credit facility and TRS amount that we regard as senior securities, if any, is shown in the following table below as of December 31, 2011 and December 31, 2012. The information has been derived from our audited consolidated financial statements for each respective period.


Year Ended December 31,	Total Amount Outstanding Exclusive of Treasury Securities(1)		Asset Coverage per Unit(2)		Involuntary Liquidation Preference per Unit(3)		Average Market Value per Unit(4)
2011	$	25,340		3.57		—		N/A
2012	$	235,658		3.59		—		N/A

(1)	Total amount (in thousands) of each class of senior securities outstanding at the end of the period presented.

(2)	Asset coverage per unit is the ratio of the carrying value of our total consolidated assets, less all liabilities and indebtedness not represented by senior securities, in relation to the aggregate amount of senior securities representing indebtedness.

(3)

The amount to which such class of senior security would be entitled upon the voluntary liquidation of the issuer in preference to any security junior to it. The “—” in this column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.

(4)	Not applicable because senior securities are not registered for public trading.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information in this section contains forward-looking statements that involve risks and uncertainties. Please see “Risk Factors” and “Forward-Looking Statements” for a discussion of the uncertainties, risks and assumptions associated with these statements. You should read the following discussion in conjunction with the financial statements and related notes and other financial information appearing elsewhere in the registration statement.

Overview

We are a non-diversified closed-end management investment company that has elected to be treated as a business development company under the 1940 Act. Formed as a Maryland corporation on June 9, 2010, we are externally managed by our Advisors, CNL and KKR. Our Advisors are responsible for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. Both Advisors are registered as investment advisers with the SEC. CNL also provides the administrative services necessary for us to operate.

Investment Objective and Investments

Our investment objective is to provide our shareholders with current income and, to a lesser extent, long-term capital appreciation. We intend to meet our investment objective by investing primarily in the debt of privately owned U.S. companies (also referred to as “portfolio companies”) with a focus on originated transactions sourced through the networks of our Advisors. A substantial portion of our portfolio consists of senior and subordinated debt, which we believe offer opportunities for superior risk-adjusted returns and income generation. Our debt investments may take the form of corporate loans or bonds, may be secured or unsecured and may, in some cases, be accompanied by warrants, options or other forms of equity participation. We may also potentially purchase common or preferred equity interests in portfolio companies.

The level of our investment activity can and does vary substantially from period to period depending on many factors, including: the amount of equity capital we raise from offering common stock in our company, the amount of capital we may borrow under our revolving credit facility, the investment parameters of our TRS Agreements, the amount of debt and equity capital available at large from various potential capital providers to finance the business activities of portfolio companies, the demand for debt from creditworthy privately owned U.S. companies, the level of merger, acquisition and refinancing activity involving private companies, the availability of credit to finance transactions, the general economic environment, and competitive environment for the types of investments we currently seek and intend to seek in the future.

As a business development company, we are required to comply with certain regulatory requirements. For instance, we may not acquire any assets other than “qualifying assets” specified in the 1940 Act unless, at the time the acquisition is made, at least 70% of our total assets are qualifying assets (with certain limited exceptions). Qualifying assets include investments in “eligible portfolio companies.” Under the relevant SEC rules, the term “eligible portfolio company” includes all private companies, companies whose securities are not listed on a national securities exchange, and certain public companies that have listed their securities on a national securities exchange and have a market capitalization of less than $250 million. These rules also permit us to include as qualifying assets certain follow-on investments in companies that were eligible portfolio companies at the time of initial investment but that no longer meet the definition.

Revenues

We generate revenue primarily in the form of interest on the debt securities of portfolio companies that we acquire and hold for investment purposes. Our investments in debt securities generally have an expected maturity of three to ten years, although we have no lower or upper constraint on maturity, and typically bear interest at fixed or floating rates. Interest on our debt securities is generally payable quarterly or semi-annually. In some cases, our debt investments may partially defer cash interest payments with payment-in-kind provisions. Any outstanding principal amount of our debt securities and any accrued but unpaid interest will generally become due at the maturity date. In addition, we may generate revenue in the form of prepayment fees, commitment fees, origination fees, and fees for providing significant managerial assistance. While the TRS reference assets generate interest income and fees, such amounts, net of the financing amounts we pay quarterly to the TRS counterparty, are recognized as realized gains pursuant to GAAP.

Operating Expenses

Our primary operating expenses include the payment of a base management fee and, depending on our operating results, performance-based incentive fees, reimbursable expenses under the investment advisory agreement, interest expense and financing fees, amortization of deferred offering expenses, fund administrative expenses, and third-party expenses incurred under the administrative services agreement and custody/accounting agreements.

The base management fee and performance-based incentive fees compensate the Advisors for their efforts and resources in identifying, evaluating, negotiating, closing and monitoring our investments. We bear all costs and expenses of our operations and transactions (other than expenses reimbursed by our Advisors under the Expense Support Agreement). See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual Obligations —Expense Support Agreement” for further details about the Expense Support Agreement.

Financial and Operating Highlights

($ in millions except per share data)
Year ended December 31,	2012			2011
Total assets	$	850.32		$	116.22
Adjusted total assets (Total assets net of payable for investments purchased)	$	777.89		$	91.51
Investment in portfolio companies	$	697.67		$	106.59
Borrowings -credit facility	$	159.62		$	25.34
Borrowings - TRS deemed senior securities	$	76.04		$	—
Net assets	$	611.48		$	65.16
Average net assets	$	304.26		$	20.93
Average credit facility borrowings	$	110.07		$	4.08
Net asset value per share	$	9.75		$	9.21
Leverage ratio (Borrowings/Adjusted total assets)		30	%		28	%

Portfolio Activity for the Year Ended December 31,	2012			2011
Cost of investments purchased	$	991.95		$	106.81
Sales, principal payments and other exits	$	410.53		$	0.48
Number of portfolio companies at end of period		126			110
Net investment income	$	15.69		$	0.85
Net realized gains on investments and foreign currency transactions	$	3.04		$	0.01
Net change in unrealized appreciation on investments, derivative instruments and foreign currency translation:	$	6.92		$	0.52
Net increase in net assets from operations	$	25.65		$	1.38
Total distributions declared	$	23.32		$	0.86
Calendar year paid distribution as % of taxable income		97	%		88	%
Net investment income before incentive fees per share	$	0.56		$	0.89
Net investment income per share	$	0.50		$	0.67
Earnings per share	$	0.82		$	1.09
Distributions declared per share outstanding for the entire period	$	0.76		$	0.37

Common Stock Offering Summary for the Year Ended December 31,	2012			2011
Gross proceeds	$	588.37		$	70.90
Net proceeds to Company	$	532.86		$	64.17
Average net proceeds per share	$	9.77		$	9.14
Shares issued in connection with offering		54.52			7.02

Business Environment

The U.S. economy grew at a moderate rate in 2012 of 2.2%, but key indicators of sustainable growth remain under pressure and growth slowed slightly in the fourth quarter of 2012. For example, while unemployment has declined from a high of 10% in October 2009 to 7.8% in December 2012, the unemployment rate remains high compared to its average of less than 5% in 2004-2007 and consumer and business spending continues to be cautious. While the federal debt limit has been temporarily suspended, additional efforts to suspend or increase the debt limit may be required as soon as May 2013. A tightening of U.S. fiscal policy and uncertainty about the resolution of such policy issues may further slow U.S. economic growth and adversely impact the global economy.

Notwithstanding these trends, capital flows into the debt markets in 2012 remained robust and bond and loan issuance and refinancing volumes increased, adding to strong price appreciation among the credit indices. The S&P Leveraged Loan Index, a measure of senior secured debt, saw an increase of 1.45% during the fourth quarter of 2012 and the Merrill Lynch High Yield Master II, a measure of subordinated debt, increased 3.23% over the same period. Overall, both indices recorded relatively strong overall gains in 2012 with total returns of 9.67% and 15.58%, respectively, during that period. Furthermore, interest rates continued their descent in 2012, evidenced by the three-month LIBOR decreasing 5 basis points (“bps”) in the fourth quarter of 2012 and 27 bps for

the year, to finish the year at 0.30%. We also witnessed credit spreads tightening in the high yield debt markets and overall increased appetite for risk from certain investors in the search for yield. These factors, along with others, compressed the yields on U.S. fixed rate bonds to an all-time low and our Advisors believe that in the fourth quarter of 2012, floating rate investments offered favorable risk adjusted returns relative to fixed rate investments. The trend of yield compression has continued into the first quarter of 2013.

As a result, in the fourth quarter of 2012 our Advisors initiated a shift increasing the composition of our floating or variable rate investments from 42.7% as of September 30, 2012 to 57.3% as of December 31, 2012. Floating rate debt investments typically have a shorter duration, contribute lower relative interest rate risk to the investment portfolio as interest rates rise but offer a lower relative yield as compared to high yield, fixed rate corporate bond investments. Debt securities with shorter durations are typically subject to less interest-rate risk and for this reason, portfolios with shorter durations, like ours, are considered less price sensitive to changes in interest rates than those with longer durations.

However, even as realizable yields on debt securities compressed in the fourth quarter of 2012, primarily as a result of the robust levels of liquidity entering the secondary market, our Advisors believe that there remains a long-term market investment opportunity in primary corporate debt issuances and other less liquid transactions. As new banking regulations such as Basel III and Dodd-Frank require financial institutions to meet new increased capital requirements, our Advisors believe the confluence of both legislative and regulatory measures will make it more difficult and inefficient for commercial banks to supply all of the capital to meet the financing needs of growing medium- to large-sized companies. This in our Advisors' view will continue to provide us with an attractive market investment opportunity to deploy capital through primary corporate debt issuance and other less liquid securities to this growing segment of the U.S. economy.

Portfolio and Investment Activity

As of December 31, 2012, our investment program consisted of two main components. First, throughout 2011 and 2012 we have been engaged in the direct purchase of debt securities primarily issued by portfolio companies, and these debt securities were acquired through both secondary market and primary issuance transactions. We refer to this investment component as our investment portfolio in this prospectus. Second, beginning in November 2012, we have been increasing our economic exposure to portfolio companies by entering into a TRS with a commercial bank counterparty and directing the creation of a portfolio of underlying corporate bonds and loans that serve as reference assets under the TRS. We refer to this investment component as our portfolio of TRS reference assets in this prospectus. In the case of our portfolio of TRS reference assets, we receive all: (i) realized income and fees and (ii) realized capital gains generated by TRS reference assets. In return, we must pay quarterly to the TRS counterparty a payment consisting of: (i) realized capital losses and (ii) financing costs that are based on a floating interest rate and the settled notional amount of TRS reference assets. At the end of the TRS contract life, we will receive additional economic benefit if the net value of the portfolio of TRS reference assets appreciates relative to the settlement date TRS notional amount. Correspondingly, we will be required to pay the counterparty the amount, if any, by which the net value of the portfolio of TRS reference assets declines relative to the settlement date TRS notional amount. We do not own, or have physical custody of, the TRS reference assets. The TRS reference assets are not direct investments by us.

Activity for the years ending December 31, 2012 and 2011

Our flexible mandate allows for our Advisors to actively manage yield and risk by re-allocating the portfolio between fixed and floating securities, senior and subordinated securities, as well as between secondary and primary debt issuance transactions. One of the most noticeable evidences of our flexible investment mandate is the shift towards direct and indirect investment participation in primary debt issuance transactions. As of December 31, 2012, we had investment exposure to approximately $290 million of corporate debt securities that were acquired as portfolio investments or as TRS reference assets in transactions featuring the original issuance of these debt securities. See “Financial Statements and Supplementary Data” for a comprehensive list of all investments in portfolio companies that we held in our investment portfolio as of December 31, 2012 and 2011 and TRS reference assets as of December 31. 2012.

During the year ending December 31, 2012, we invested $991.95 million in the securities issued by portfolio companies. These investments were sourced, underwritten and monitored by our Advisors. During the year ended December 31, 2012, we sold investment positions totaling $358.60 million. As of December 31, 2012, our investment portfolio consisted of 165 investment positions in 126 portfolio companies, representing a total fair value of $697.67 million, excluding our short term investments and derivative

instruments. During the year ended December 31, 2012, we added 62 new portfolio companies to our investment portfolio and we exited from our investment positions in 46 portfolio companies that had been held in the investment portfolio at December 31, 2011.

During the year ending December 31, 2011, we invested $106.81 million in portfolio companies. During the year ended December 31, 2011, we sold investment positions totaling $0.48 million. As of December 31, 2011, our investment portfolio consisted of 142 investment positions in 110 portfolio companies, for a total fair value of $106.59 million, excluding our short term investments.

The portfolio of TRS reference assets provides us with economic exposure to 54 debt investment positions represented by 47 portfolio companies with a total value of approximately $164.77 million. There were seven investment positions and 19 portfolio companies represented in both our investment portfolio and our TRS portfolio of reference assets as of December 31, 2012.

The information presented below is for further analysis of our investment portfolio and our portfolio of TRS reference assets, or TRS portfolio. However, our investment program is not managed with any specific investment diversification or dispersion target goals. The following table summarizes the composition of our investment portfolio and our portfolio of TRS reference assets based on fair value as of December 31, 2012, excluding our short term investments: We do not own, or have physical custody of, the TRS reference assets. The reference assets are not direct investments of our Company.

	As of December 31, 2012
Asset Category	Investment Portfolio at Fair Value		Percentage of Investment Portfolio			TRS Reference Assets at Fair Value		Percentage of TRS Portfolio
Senior debt securities	$	522,442,812		74.9	%	$	128,005,782		77.7	%
Subordinated debt securities		169,788,339		24.3			36,762,456		22.3
Total debt securities		692,231,151		99.2			164,768,238		100.0
Common stock		453,397		0.1			—		—
Preferred stock		4,983,883		0.7			—		—
Total equity securities		5,437,280		0.8			—		—
Total	$	697,668,431		100.0	%	$	164,768,238		100.0	%

The following table summarizes the composition of our investment portfolio based on amortized cost and the notional amount of the TRS reference assets as of December 31, 2012:

	As of December 31, 2012
Asset Category	Investment Portfolio at Amortized Cost		Percentage of Investment Portfolio			TRS Reference Assets at Notional Amount		Percentage of TRS Portfolio
Senior debt securities	$	519,196,084		75.1	%	$	127,732,013		77.9	%
Subordinated debt securities		166,981,595		24.1			36,279,761		22.1
Total debt securities		686,177,679		99.2			164,011,774		100.0
Common stock		448,908		0.1			—		—
Preferred stock		4,800,812		0.7			—		—
Total equity securities		5,249,720		0.8			—		—
Total	$	691,427,399		100.0	%	$	164,011,774		100.0	%

The following table summarizes the composition of our investment portfolio at amortized cost and fair value as of December 31, 2011, excluding our short term investments:

	As of December 31, 2011
Asset Category	Investment Portfolio at Amortized Cost		Investment Portfolio at Fair Value		Percentage of Investment Portfolio
Senior debt securities	$	71,398,157	$	71,609,433		67.2	%
Subordinated debt securities		34,613,494		34,877,800		32.7
Total debt securities		106,011,651		106,487,233		99.9
Preferred stock		99,595		102,524		0.1
Total	$	106,111,246	$	106,589,757		100.0	%

The primary investment concentrations include (i) senior debt and (ii) subordinated debt securities. The debt investments in our portfolio were purchased at an average price of 99.4% of par value. The table below presents a summary of statistics for the debt investments in our investment portfolio, as well as for the portfolio of TRS reference assets, as of December 31, 2012 and 2011.

	Portfolio Debt Investments as of December 31,				TRS Reference Assets as of December 31,
Floating interest rate investments:	2012		2011		2012
Percent of portfolio (1)	57.3	%	58.5	%	73.7	%
Percent of floating rate debt investments with interest rate floors (1)	87.3	%	65.2	%	87.0	%
Weighted average interest rate floor	1.4	%	1.5	%	1.2	%
Weighted average coupon spread (2)	595	bps	468	bps	433	bps
Weighted average years to maturity (2)	5.2		4.9		5.8

Fixed interest rate investments:
Percent of portfolio (1)	42.7	%	41.5	%	26.3	%
Weighted average coupon rate (2)	9.5	%	9.3	%	8.3	%
Weighted average years to maturity (2)	5.6		5.3		7.0

(1)	Percentages are based on fair value.

(2)	Weighted average coupon, coupon spreads and weighted average years to maturity are calculated based on par values.

All of our floating interest rate debt investments have index reset frequencies of less than twelve months with the majority resetting at least quarterly. The three-month LIBOR, the most prevalent index employed among our floating interest rate debt investments, ranged between 0.306% and 0.583% during the year ended December 31, 2012, and ranged between 0.245% and 0.581% during the year ended December 31, 2011. As of December 31, 2012, our investment portfolio of 126 portfolio companies was diversified across 23 industry classifications, as compared to our investment portfolio as of December 31, 2011 that consisted of 110 portfolio companies diversified across 24 distinct industry classifications. As of December 31, 2012, the portfolio of TRS reference assets consisted of 47 portfolio companies diversified across 18 distinct industry classifications. The table below presents a diversification summary of our portfolio company investments and portfolio of TRS reference assets arranged by industry classifications at December 31, 2012 and December 31, 2011.

	Portfolio Investments as of December 31,						TRS Reference Assets as of December 31,
Industry Classification	2012			2011			2012
Capital Goods		13.7	%		3.4	%		15.0	%
Media		11.0			8.1			13.8
Materials		9.9			3.4			3.7
Retailing		9.2			12.6			—
Software & Services		9.1			14.6			15.6
Technology Hardware & Equipment		7.8			4.6			2.4
Insurance		6.2			2.4			1.8
Health Care Equipment & Services		6.2			6.9			7.7
Telecommunication Services		4.1			9.0			8.2
Consumer Services		3.7			4.9			5.4
Commercial & Professional Services		3.4			3.2			—
Remaining Industries		15.7			26.9			26.4
Total		100.0	%		100.0	%		100.0	%

Our investment portfolio may contain loans that are in the form of lines of credit, unfunded delayed draw loan commitments or revolving credit facilities, which require us to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements. As of December 31, 2012, we held two unfunded delayed draw loan commitments that amounted to $1,012,317. As of December 31, 2011, we held one delayed draw line of credit investment position; however, this investment was fully funded and does not represent an unfunded loan commitment with recourse to us. We maintain sufficient cash on hand to fund such unfunded loan commitments should the need arise.

We neither “control” nor are we an “affiliated person” (each as defined in the 1940 Act) of any of our portfolio companies. Under the 1940 Act, we generally would be presumed to “control” a portfolio company if we own beneficially, either directly or through one or more controlled companies, 25% or more of its voting securities; and generally would be an “affiliated person” of a portfolio company if we directly or indirectly own or otherwise control 5% or more of its voting securities.

Liquidity and Capital Resources

Offering of Common Stock

On June 23, 2010, we filed our Registration Statement with the SEC to register the Offering. The Offering, which relates to the offer and sale on a continuous basis of up to 150 million of shares of common stock, commenced on April 4, 2011 when the Registration Statement was declared effective. We raised net proceeds of $544.70 million during the year ending December 31, 2012 and $64.44 million during the year ending December 31, 2011, including the reinvestment of distributions into shares of our common stock. Nearly all of this equity capital has been applied to acquire investment positions in portfolio companies.

Credit Facility

We borrow funds to invest alongside the equity capital proceeds of this offering to increase our investment positions in portfolio companies and to further diversify the number of portfolio company investment positions. In 2011, our wholly-owned special purpose financing subsidiary CCT Funding entered into a revolving credit facility agreement as amended, the “Credit Agreement”) with Deutsche Bank. At the time CCT Funding initially entered into the Credit Agreement, Deutsche Bank was the sole initial lender. CCT Funding has appointed us to manage its investment portfolio pursuant to the terms of an investment management agreement. CCT Funding’s obligations to the lenders under the Credit Agreement are secured by a first priority security interest in substantially all of the assets of CCT Funding, including its investment portfolio. The obligations of CCT Funding under the revolving credit facility are non-recourse to us. Approximately 88% of our total investment portfolio, including money market investments, was held as collateral at CCT Funding under the credit facility as of December 31, 2012.

As of December 31, 2012, the Credit Agreement provided for borrowings in an aggregate amount up to $240.00 million, including $175.00 million on a committed basis and $65.00 million on an uncommitted basis. As of December 31, 2012, we have incurred costs of $0.30 million in connection with arranging and amending the Credit Agreement, primarily consisting of legal fees. We have recorded these costs as deferred financing costs on our consolidated balance sheets and amortize to interest expense over the life of the credit facility. As of December 31, 2012, $0.11 million of such deferred financing costs had yet to be amortized to interest expense.

As of December 31, 2012, $75.00 million was borrowed and outstanding as Tranche A Loans and $84.62 million was borrowed and outstanding as Tranche B Loans. The unused commitment balance was $15.38 million under the Tranche B Loans commitment. On February 11, 2013, CCT Funding entered into an amendment (the “Third Amendment”) under the Credit Agreement. The Third Amendment amended the Credit Agreement by providing for, among other things, the extension of a new tranche of loan commitments (the “Tranche D Loans”) permitting additional borrowings in an aggregate amount of up to $100.00 million. The Third Amendment reclassified the prior Tranche B Loans as the “Tranche B2 Loans” and the prior Tranche C Loans as the “Tranche B1 Loans.” As amended, loans under the Credit Agreement will generally bear interest based on a three-month adjusted LIBOR (“Adjusted LIBOR”) for the relevant interest period (except with respect to the Tranche A Loans, which bear interest based on one-month Adjusted LIBOR), plus a spread of (a) 1.70% per annum with respect to the Tranche A Loans, (b) 1.50% per annum with respect to the Tranche B1 Loans, (c) 2.325% per annum with respect to the Tranche B2 Loans and (d) 2.325% per annum with respect to the Tranche D Loans. Interest is payable monthly in arrears. Any amounts borrowed under the Credit Agreement are scheduled to mature, and all accrued and unpaid interest thereunder will be due and payable, (x) on August 22, 2013, with respect to the Tranche A Loans, (y) on February 11, 2014, with respect to the Tranche B1 Loans and (z) on February 11, 2015, with respect to each of the Tranche B2 Loans and the Tranche D Loans. Upfront fees and unfunded commitment fees were also incurred with respect to the Tranche B1 Loans, Tranche B2 Loans and Tranche D Loans.

As of December 31, 2012, the ratio of credit facility borrowings-to-adjusted total assets was 21%. (Adjusted total assets is equal to total assets excluding payable for investments purchased.) For the years ending December 31, 2012 and 2011, our all-in cost of financing for this credit facility, including fees and expenses, was 2.60% and 3.94%, respectively. We will continue to draw on the revolving credit facility and combine borrowed funds with equity capital to increase and expand our investment positions in portfolio companies. Additionally, we may further increase the aggregate maximum credit commitment in the future beyond the current amount of $340.00 million.

Total Return Swaps

On November 15, 2012, Halifax Funding, our newly-formed, wholly-owned, special purpose financing subsidiary entered into a TRS arrangement with BNS. Our TRS arrangement with BNS consists of a set of agreements (namely, an ISDA 2002 Master Agreement, together with the Schedule thereto and Credit Support Annex to such Schedule, by and between Halifax Funding and BNS, and a Confirmation Letter Agreement by and between Halifax Funding and BNS, and the BNS custodian agreement, each dated

as of November 15, 2012), and are collectively referred to herein as the TRS Agreements. Under the terms of the TRS Agreements, each reference asset in the TRS portfolio constitutes a separate total return swap transaction, although all calculations, payments and transfers required to be made under the TRS are calculated and treated on an aggregate basis, based upon all such transactions.

Pursuant to the terms of the TRS Agreements, Halifax Funding may select a portfolio of single-name corporate loans and bonds with a maximum aggregate notional amount of $500 million. Halifax Funding is required to initially cash collateralize a specified percentage of each loan or bond (generally, at least 40% of the notional amount of such loan or bond) in accordance with margin requirements described in the TRS Agreements.

Pursuant to Halifax Funding’s limited liability company operating agreement, we act as the manager of Halifax Funding and exercise Halifax Funding’s rights under the TRS, including selecting the specific loans or bonds to be included in, or deleted from, the portfolio of TRS reference assets. Accordingly, the loans and/or bonds selected by Halifax Funding for purposes of the TRS are selected by us in accordance with our investment objective. Each individual loan or bond, and the portfolio of loans and bonds taken as a whole, must meet criteria described in the TRS Agreements. BNS, as calculation agent, determines whether each loan or bond complies with the TRS portfolio criteria. Halifax Funding receives quarterly from BNS all interest and fees payable related to the portfolio of TRS reference assets. Halifax Funding pays to BNS interest at a rate equal to the three-month LIBOR+0.80% per annum if the initial investment amount (i.e., posted cash collateral) equals or exceeds 50% of the trade basis notional amount, or three-month LIBOR+1.00% if the initial investment amount is less than 50% of the trade basis notional amount. In addition, upon the termination or repayment of any reference asset subject to the TRS, Halifax Funding will either receive from BNS the realized gain in the value of such reference asset relative to notional amount,or pay to BNS any realized loss in the value of reference asset relative to notional amount.

Under the terms of the TRS, Halifax Funding may be required to post additional cash collateral, on a dollar-for-dollar basis, in the event of depreciation in the value of the TRS reference assets after such value decreases below a specified amount. The minimum additional collateral that Halifax Funding is required to post pursuant to the TRS Agreement is equal to the amount required to ensure that the value of the TRS credit support is equal to 25% of the value of the portfolio of TRS reference assets.

The obligations of Halifax Funding under the TRS Agreements are non-recourse to us and our exposure under the TRS Agreements is limited to the value of our investment in Halifax Funding, which generally equals the value of cash collateral provided by Halifax Funding under the TRS Agreements net of unrealized appreciation and depreciation on the portfolio of TRS reference assets. We have no contractual obligation to post any cash collateral or to make any payments on behalf of Halifax Funding to BNS. We may, but are not obligated to, increase our equity investment in Halifax Funding for the purpose of funding any additional cash collateral or payment obligations for which Halifax Funding may become obligated during the term of the TRS Agreements. If we do not make any such additional investment in Halifax Funding and Halifax Funding fails to meet its obligations under the TRS Agreements, then BNS will have the right to terminate the TRS and seize the cash collateral posted by Halifax Funding. In the event of an early termination of the TRS, Halifax Funding would be required to pay an early termination fee.

All cash collateral required to be posted under the TRS is held in the custody of The Bank of Nova Scotia Trust Company of New York, as custodian (the “TRS Custodian”). The TRS Custodian will maintain and perform certain custodial services with respect to the cash collateral pursuant to a custodial agreement (the “BNS Custodian Agreement”) among us, Halifax Funding, BNS, and the TRS Custodian. The BNS Custodian Agreement and the obligations of the TRS Custodian will continue until BNS has notified the TRS Custodian in writing that all obligations of the Halifax Funding under the TRS Agreements have been satisfied.

In connection with the TRS Agreements, Halifax Funding has made customary representations and warranties and is required to comply with various covenants, financial reporting requirements and other customary requirements for similar facilities. In addition to customary events of default and termination events, the TRS Agreements contain the following additional termination events, among others: (a) the occurrence of an event that materially and adversely affects us and that BNS reasonably believes could also materially impair Halifax Funding’s ability to perform its obligations under the TRS Agreements; (b) a regulatory or judicial authority’s initiation of a proceeding for financial fraud or criminal wrongdoing against us that is reasonably likely to adversely impact the risk profile of an investment in or loan to Halifax Funding; (c) specified material reductions in Halifax Funding’s net asset value, including if, at any time, such net asset value declines to less than 50% of its net asset value in effect either as of the last day of the preceding calendar year or as of the date of the TRS Agreements; (d) Halifax Funding’s material amendment to, or material failure to comply with, its investment strategies or restrictions, to the extent that, in light of such amendment or non-compliance, BNS reasonably expects Halifax Funding to be unable to observe its obligations under the TRS Agreements; and (e) if, at any time, out of a group of seven specifically identified key KKR personnel, fewer than four continue to be partners, members, directors or employees of KKR or serve investment or risk assessment roles in respect of KKR.

For purposes of the asset coverage ratio test applicable to us as a business development company, we treat the difference between (i) TRS trade basis notional amount, and (ii) the actual amount of cash collateral posted by Halifax Funding under the TRS, as a senior security for the life of the TRS. Further, for purposes of determining our compliance with the 70% qualifying asset

requirement of Section 55(a) under the 1940 Act, we treat TRS reference assets as a qualifying assets if the obligor associated with the TRS reference assets is an eligible portfolio company and as non-qualifying assets if the obligor is not an eligible portfolio company.

Distributions Paid and Declared

We pay our monthly distributions in the form of cash. Shareholders may elect to reinvest their ordinary monthly distributions and/or long-term capital gains distributions as additional shares of our common stock under our distribution reinvestment plan. Any distributions reinvested under our distribution reinvestment plan remain taxable to the U.S. shareholder.

We declared our first distribution on June 8, 2011. The following table reflects the cash distributions per share and the total amount of distributions that we have declared on our common stock during the years ended December 31, 2011 and 2012:

For the Year Ended December 31,	Per Share		Amount
2011	$	0.366498	$	855,670
2012	$	0.755374	$	23,321,854

Approximately 50% and 58% of the distributions we declared in the years ended December 31, 2012 and 2011, respectively, were reinvested in shares of our common stock at the prevailing net price per share at the time of distribution payments and represent an additional source of capital for the Company to invest in portfolio companies. See Note 8 to the consolidated financial statements for a discussion of the sources of distributions on a GAAP basis. The performance-based incentive fees as of December 31, 2012 included only the incentive fee on capital gains. The performance-based incentive fees as of December 31, 2011 included an earned subordinated incentive fee on income of $176,847 and an unearned incentive fee on capital gains of $105,723. The unearned incentive fee on capital gains payable to the Advisors as of December 31, 2012 and 2011, represents a non-cash expense, and is considered an additional source of distributions. Accordingly, the net investment income before unearned incentive fees was $17.67 million and $0.96 million for the years ended December 31, 2012 and 2011, respectively, and represented 76% and 112%, respectively of declared distributions over the same period.

Results of Operations

Set forth below are our results of operations for the years ended December 31, 2012 and 2011. Our portfolio investment activity commenced on July 1, 2011 and our investment portfolio growth since July 1, 2011 is primarily due to growth in equity and borrowed capital, and this rise in both capital available for investment and investment activity primarily accounted for the significant increases in investment income, operating expenses, net investment income and net assets between the comparative periods, as discussed below.

Investment income

We generated investment income of $35.58 million and $0.10 million for the years ended December 31, 2012 and 2011, respectively. Our investment income primarily consists of interest earned on senior and subordinated debt investments held in our investment portfolio. This comparative increase in investment income is due to the growth of our investment portfolio since commencing investment operations in July 2011. The level of interest income we receive is directly related to (i) our rate of investing equity capital and borrowed funds into the investment securities of portfolio companies, (ii) the weighted average balance of interest-bearing investments throughout the period, and (iii) the weighted average yield of our investments. The interest earned by the TRS reference assets is not recorded as investment income, but rather included in the value of the TRS, and eventually recorded as part of realized gain or loss on derivative instruments in connection with quarterly TRS settlement dates.

Operating expenses

Our total operating expenses were $19.65 million and $1.48 million for the years ended December 31, 2012 and 2011, respectively. Our operating expenses included $9.19 million and $0.35 million in base management fees attributed to the investment advisory services of CNL and KKR for the years ended December 31, 2012 and 2011, respectively. Our operating expenses also include administrative services expenses attributed to CNL of $0.75 million and $0.16 million for the years ended December 31, 2012 and 2011, respectively.

Our Advisors are eligible to receive incentive fees based on performance. We recorded incentive fee expense of $1.98 million and $0.28 million for the years ended December 31, 2012 and 2011, respectively. A significant portion of incentive fees on capital gains is accrued with respect to net unrealized appreciation in our investment portfolio, although no such incentive fee is actually payable by us with respect to such net unrealized appreciation unless and until the net unrealized appreciation is actually realized in a cumulative amount that exceeds any unrealized depreciation in our investment portfolio. The actual amount due and payable to the Advisors is determined at the end of the calendar year. As of December 31, 2012 and 2011, the cumulative realized gains were $3.05

million and $0.01 million, respectively, and the unrealized depreciation in our investment portfolio was $8.76 million and $0.49 million, respectively, therefore the Advisors have not received, nor earned, any payment of incentive fees on capital gains since the inception of the Company.

We recorded interest expense of $2.87 million and $0.09 million for the years ended December 31, 2012 and 2011, respectively, in connection with borrowing under our revolving credit facility which became effective on August 23, 2011. Professional services expenses, primarily consisting of audit and legal fees, grew to $1.09 million during the year ended December 31, 2012 as compared to $0.23 million during the year ended December 31, 2011, reflecting (i) an increase in routine external audit services and (ii) legal services in connection with our SEC exemptive relief application and (iii) other corporate legal services.

As our asset base and number of investors have grown, our general and administrative expenses have increased accordingly, but at a slower rate compared to the growth rate in the asset base. We expect certain variable operating expenses to continue to increase because of the anticipated growth in the size of our asset base and the number of open shareholder accounts. During the year ended December 31, 2012, the ratio of core operating expenses (excluding investment advisory fees, interest expense and reimbursement of organization and offering expenses, and including net expense support) to average net assets was 1.23%. All operating expenses for the year ended December 31, 2011, with the exception of unearned incentive fees on capital gains in the amount of $105,723, were offset by the Advisors’ Expense Support Payments (as defined and discussed under “—Contractual Obligations —Expense Support Agreement”). We generally expect core operating expenses to decline as a percentage of our net assets during periods of asset growth over the next several calendar quarters. Incentive fees and interest expense, among other things, may also increase or decrease our overall operating expenses and our overall expense ratios relative to comparative periods depending on portfolio performance and changes in benchmark interest rates such as LIBOR, among other factors.

Expense Support Payments and Reimbursement Payments - Expense Support Payments from the Advisors were $1.59 million and $1.38 million for the year ended December 31, 2012 and for the period from July 1, 2011 (commencement of operations) to December 31, 2011, respectively. The provisions of the Expense Support Agreement that provide for Expense Support Payments from the Advisors to us were not extended beyond June 30, 2012. Additionally, we accrued $1.83 million as probable Reimbursement Payment obligation relative to the cumulative Expense Support Payments of $3.0 million as of December 31, 2012. (See “—Contractual Obligations —Expense Support Agreement,” below for further details about the Expense Support Agreement. Also see “Note 6. Agreements and Related Party Transactions” included within our consolidated financial statements for additional disclosures regarding the Expense Support Payments and Reimbursement Payments.)

Net investment income

Our net investment income totaled $15.69 million ($0.50 per share) and $0.85 million ($0.67 per share) for the years ended December 31, 2012 and 2011, respectively. The higher net investment income per share in 2011 as compared to 2012 is primarily due to nearly 100% expense support from our Advisors during the year ended December 31, 2011, and partially offset by a significant increase in total investment income per share during the year ended December 31, 2012. Additionally, the portfolio of TRS reference assets is not a source of investment income or a contributor to net investment income. The interest earned by the TRS reference assets is included in the value of the TRS, and eventually recorded as part of realized gain or loss on derivative instruments in connection with quarterly TRS settlement dates.

Net realized gain

We sold investments and received principal payments of $358.60 million and $51.93 million, respectively, during the year ended December 31, 2012, from which we realized net gains of $3.48 million. Our net realized loss on derivative instruments of $0.43 million for the year ended December 31, 2012 was comprised entirely of losses on foreign currency forward contracts. The net realized loss on foreign currency transactions was an additional $0.01 million. We sold investments of $0.48 million during the year ended December 31, 2011, from which we realized a net gain of $0.01 million. The quarterly TRS settlement payments that begin in January 2013 will be recorded as net realized gains and losses on derivative instruments.

Net unrealized appreciation or depreciation

For the year ended December 31, 2012, the net change in unrealized appreciation on investments totaled $5.76 million, the net change in unrealized appreciation on derivative instruments totaled $1.20 million and the net change in unrealized depreciation on foreign currency translation totaled $0.04 million. The change in unrealized appreciation on investments was primarily driven by the appreciation in fair values, including tighter credit spreads, as recorded in several investment positions held in our investment portfolio. The net change in unrealized appreciation on derivative instruments consisted of net unrealized appreciation on the TRS of $1.35 million and net unrealized depreciation on foreign currency forward contracts of $0.15 million. The net change in unrealized appreciation on the TRS consisted of spread interest income of $0.94 million, realized losses of $0.35 million on the TRS reference assets and an unrealized gain on the TRS reference assets of $0.76 million. For the year ended December 31, 2011, the net change in

unrealized depreciation on investments was $0.48 million and the net change in unrealized appreciation on foreign currency translation was $0.04 million.

Net increase in net assets resulting from operations

For the year ended December 31, 2012 and 2011, the net increase in net assets resulting from operations was $25.65 million and $1.38 million, respectively.

Net Assets, Net Asset Value per Share, Annual Investment Return and Total Return since Inception

Net assets increased $546.32 million during the year ended December 31, 2012. The most significant increase in net assets during the year ended December 31, 2012 was attributable to the new issuance of shares of common stock and reinvestment of distributions, net of share repurchases, in the combined amount of $543.99 million. Net investment income contributed $15.69 million to the growth in net assets during the year ended December 31, 2012. Other increases in net assets were attributable to (i) unrealized appreciation on investments, derivative instruments and foreign currency translation of $6.92 million and (ii) net realized gains of $3.04 million. Distributions to shareholders in the amount of $23.32 million contributed to a reduction in net assets during the year ended December 31, 2012.

Net assets increased $64.96 million during the year ended December 31, 2011. The most significant increase in net assets during the year ended December 31, 2011 was attributable to the new issuance of shares of common stock and reinvestment of distributions in the combined amount of $64.44 million. Net investment income contributed $0.85 million to the growth in net assets during the year ended December 31, 2011. Other increases in net assets were attributable to (i) unrealized appreciation on investments and foreign currency translation of $0.52 million and (ii) net realized gains of $0.01 million. Distributions to shareholders in the amount of $0.86 million contributed to a reduction in net assets during the year ended December 31, 2011.

Our net asset value per share was $9.75 and $9.21 on December 31, 2012 and 2011, respectively. After considering (i) the overall changes in net asset value per share, (ii) paid distributions of approximately $0.76 per share during the year ended December 31, 2012, and (iii) the assumed reinvestment of those distributions at 90% of the prevailing offering price per share, then the total investment return was 14.3% for shareholders who held our shares over the entire twelve-month period ending December 31, 2012.

Initial shareholders who subscribed to the Offering in June 2011 with an initial investment of $10,000 and an initial purchase price equal to $9.00 per share (public offering price net of sales load) have seen the value of their investment grow by 21.8% (see chart below), or an annualized return of 13.6%. Initial shareholders who subscribed to the Offering in June 2011 with an initial investment of $10,000 and an initial purchase price equal to $10.00 per share (the initial public offering price) have registered a total investment return of 9.6%, or an annualized return of 6.1%. Over the same time period the S&P/LSTA Leveraged Loan Index, a primary measure of senior debt covering the U.S. leveraged loan market which currently consists of approximately 1,100 credit facilities throughout numerous industries, and the Merrill Lynch US High Yield Master II Index, a primary measure of subordinated debt consisting of approximately 2,000 high yield corporate bonds, had total returns of approximately 8.6% and 15.5% respectively.

Source: Bloomberg

The calculations for the Growth of $10,000 Initial Investment are based upon (i) an initial investment of $10,000 in our common stock at the beginning of the period, at a share price of $10.00 per share (including sales load) and $9.00 per share (excluding sales load), (ii) assumes reinvestment of monthly distributions in accordance with our distribution reinvestment plan (iii) the sale of the entire investment position at the net asset value per share on the last day of the period; and (iv) the cash payment for distributions payable to shareholders, if any, on the last day of the period.

Our shares are illiquid investments for which there is not a secondary market, and we do not expect a secondary market in our shares to develop in the future. You should not expect to be able to resell your shares regardless of how we perform. If you are able to sell your shares, you will likely receive less than your purchase price. Our net asset value and annualized returns — which are based in part upon determinations of fair value of Level 3 investments by our board of directors, not active market quotations — are inherently uncertain. Past performance is not a guarantee of future results.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements as of December 31, 2012.

Contractual Obligations

Investment Advisory Agreements –We have entered into the Investment Advisory Agreement with CNL for the overall management of our investment activities. We and CNL have also entered into the Sub-Advisory Agreement with KKR, under which KKR is responsible for the day-to-day management of our investment portfolio. Pursuant to the Investment Advisory Agreement, CNL earns a management fee equal to an annual rate of 2% of our average gross assets (including assets purchased with borrowed funds and unsettled trades, unrealized appreciation or depreciation on total return swaps and cash collateral on deposit with custodian, but excluding deferred offering expense), and an incentive fee based on our performance. The incentive fee is comprised of the following two parts: (i) a subordinated incentive fee on pre-incentive fees net investment income, and (ii) an incentive fee on capital gains. CNL compensates KKR for advisory services that it provides to us with 50% of the fees that CNL receives under the Investment Advisory Agreement.

Advisors waived our requirement to reimburse them for organization and offering expenses for the period from June 17, 2011 through January 31, 2012. The waiver of the reimbursement requirements did not reduce the amount of organization and offering expenses incurred by the Advisors that are eligible for reimbursement in future periods. Beginning February 1, 2012, we implemented an expense reimbursement rate equal to 0.75% of gross offering proceeds to initiate the reimbursement of organization and offering expenses incurred by the Advisors. As of December 31, 2012, the Advisors have been reimbursed in the amounts of $0.90 million for organization expenses and $2.92 million for offering expenses. As of December 31, 2012, the Advisors carried a balance of approximately $4.00 million for offering expenses incurred on our behalf, net of (i) incremental offering expenses incurred by the Advisors on our behalf and (ii) our reimbursement payments to the Advisors and any payable balances for reimbursement of offering expenses.

On March 1, 2013 the reimbursement rate was increased to 1.0% of gross proceeds. We will continue to reimburse the Advisors for offering expenses in connection with gross proceeds raised under the Offering only to the extent that the reimbursement payments would not cause the total organization and offering expenses borne by us to exceed 5% of the aggregate gross proceeds from this offering. The Advisors continue to be responsible for the payment of our offering expenses to the extent they exceed 5% of the aggregate gross proceeds from the Offering, without recourse against or reimbursement by us.

See “Note 6 Agreements and Related Party Transactions” in our consolidated financial statements for expanded discussion of the Investment Advisory Agreements.

Expense Support Agreement -We are party to an Expense Support and Conditional Reimbursement Agreement with CNL and KKR (as amended, the “Expense Support Agreement”) pursuant to which CNL and KKR jointly and severally agreed to reimburse us for a specified percentage of our operating expenses (an “Expense Support Payment”) during the Expense Support Payment Period beginning on June 17, 2011. On March 16, 2012, we and the Advisors entered into an amendment and restatement of the Expense Support Agreement, effective April 1, 2012, that extended the terminal date of the Expense Support Payment Period to June 30, 2012 and reduced the operating expense reimbursement ratio from 65% to 25%. As of December 31, 2012, the Advisors had incurred $3.0 million of Expense Support Payments. The Advisors’ commitment to make Expense Support Payments was not extended beyond June 30, 2012.

During the term of the Expense Support Agreement, the Advisors are entitled to an annual year-end reimbursement payment by us for unreimbursed Expense Support Payments made under the Agreement (a “Reimbursement Payment”), but such Reimbursement Payments may only be made within three years after the calendar year in which such Expense Support Payments are made. No Reimbursement Payment may be paid by us to the extent that it would cause our Other Operating Expenses (Other Operating Expenses is equal to Operating Expenses, but excluding base advisory fees and including a Reimbursement Payment) to exceed 1.75% of average net assets attributable to common shares as of the calendar year-end (the “Reimbursement Limit Percentage”). Pursuant to the Expense Support Agreement we were not required to make any Reimbursement Payment prior to January 1, 2013. As of December 31, 2012 we have accrued $1.83 million for probable Reimbursement Payment obligation. The Company records the liability for the Reimbursement Payments based on a hypothetical liquidation of its investment portfolio at the end of each reporting period. Management believes that additional liabilities for Reimbursement Payments are not probable as of December 31, 2012. Management continues to periodically assess the likelihood of whether additional Reimbursement Payments are probable.

The Expense Support Agreement will automatically terminate in the event of (a) the termination by us of either our Investment Advisory Agreement or our Sub-Advisory Agreement, or (b) our dissolution or liquidation. If the Expense Support Agreement is terminated due to termination of the Investment Advisory Agreement or the Sub-Advisory Agreement, then we must make a Reimbursement Payment to the Advisors, pro rata based on the aggregate unreimbursed Expense Support Payments made by each Advisor.

Revolving Credit Facility –As discussed above under “Liquidity and Capital Resources – Credit Facility,” CCT Funding has entered into a revolving credit facility with Deutsche Bank. As of December 31, 2012, the credit facility provides for borrowings in an aggregate amount up to $240 million on a committed basis and $159.62 million was borrowed and outstanding under the credit facility. (See “— Liquidity and Capital Resources — Credit Facility” and “Note 11. Revolving Credit Facility and Borrowings” in our consolidated financial statements for expanded discussion of the revolving credit facility.)

A summary of our significant contractual payment obligations for the repayment of outstanding borrowings and interest expense and other fees related to the credit facility at December 31, 2012 is as follows:

	Total		< 1 year		1-3 years		3-5 years		After 5 years
Revolving Credit Facility (1)	$	159.62	$	159.62	$	—	$	—	$	—
Interest and Credit Facility Fees Payable		0.25		0.25		—		—		—
Total		159.87		159.87		—		—		—

(1)	At December 31, 2012, $15.38 million was the unused commitment amount of Tranche B Loans under the revolving credit facility.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets and any other parameters used in determining such estimates could cause actual results to differ.

Our critical accounting policies are described in the notes to the consolidated financial statements. Accordingly, see Note 2 to the consolidated financial statements for a description of critical accounting policies. We consider these accounting policies critical because they involve management judgments and assumptions, require estimates about matters that are inherently uncertain and because they are important for understanding and evaluating our reported financial results. These judgments will affect the reported amounts of assets and liabilities and our disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. With different estimates or assumptions, materially different amounts could be reported in our financial statements.

Recent Accounting Pronouncements

See Note 2 to the consolidated financial statements for a description of recently issued accounting pronouncements. We do not believe that any recently issued but not yet effective accounting pronouncements, if adopted, would have a material effect on our consolidated financial statements.

Quantitative and Qualitative Disclosures About Market Risk

We are subject to financial market risks, in particular changes in interest rates. Future changes in interest rates will likely have effects on the interest income we earn on our portfolio investments, the interest rates and interest expenses associates with the money we borrow for investment purposes, the fair value of our fixed interest rate debt investments, and the fair value of loan balances.

Subject to the requirements of the 1940 Act, we may hedge against interest rate fluctuations by using standard hedging instruments such as futures, options and forward contracts. Although hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in the benefits of lower interest rates. During the years ended December 31, 2012 and 2011, we did not engage in interest rate hedging activities.

As of December 31, 2012, approximately 57.3% of our portfolio of debt investments, or approximately $396.39 million measured at fair value, featured floating or variable interest rates. The variable interest rate debt investments are usually based on three-month LIBOR (the base rate) and typically have durations of three months after which the base rates are reset to then prevailing three-month LIBOR. At December 31, 2012, approximately 87.3% of our portfolio of variable interest rate debt investments, or approximately $346.21 million measured at fair value, featured minimum base rates, or base rate floors, and the weighted average base rate floor for such investments was 1.35%. Variable interest rate investments that feature a base rate floor generally reset to the then prevailing three-month LIBOR only if the reset base rate exceeds the base rate floor on the applicable interest rate reset date, in which cases we may benefit through an increase in interest income from such interest rate adjustments. At December 31, 2012, we held an aggregate investment position of $50.18 million at fair value in variable interest rate debt investments that featured variable interest rates without any minimum base rates, or approximately 12.7% of our portfolio of variable interest rate debt investments. In the case of these “no base rate floor” variable interest debt investments held in our portfolio, we may benefit from increases in the base rates that may subsequently result in an increase in interest income from such interest rate adjustments.

Because we borrow money to make investments, our net investment income is partially dependent upon the difference between the interest rate at which we invest borrowed funds and the interest rate at which we borrow funds. In periods of rising interest rates and when we have borrowed capital with floating interest rates, then our interest expense would increase, which could increase our financing costs and reduce our net investment income, especially to the extent we continue to acquire and hold fixed-rate debt investments. As a result, there can be no assurance that a significant change in market interest rates will not have a material adverse effect on our net investment income. Pursuant to the amended terms of our revolving credit facility agreement as discussed above (see “— Liquidity and Capital Resources — Credit Facility”), CCT Funding borrows at a floating base rate of (i) one-month LIBOR plus 1.70% for Tranche A Loans ($75.00 million loan balance outstanding), (ii) three-month LIBOR plus 1.50% for Tranche B1 Loans ($65.00 million unused commitment), (iii) three-month LIBOR plus 2.325% for Tranche B2 Loans ($84.62 million loan balance outstanding and $15.38 million unused commitment) and (iv) three-month LIBOR plus 2.325% for Tranche D Loans ($100.00 million unused commitment). Therefore, if we were to completely draw down the unused Trance B2 Loans commitment and the maximum Tranche B1 and D Loans amounts, we expect that our weighted average direct interest cost will increase by approximately 2 bps, as compared to our current weighted average direct interest cost for borrowed funds. We expect that any further expansion of the current revolving credit facility, or any future credit facilities that we or any subsidiary may enter into, will also be based on a floating base rate. As a result, we are subject to continuous risks relating to changes in market interest rates.

Under the terms of the TRS Agreements between Halifax Funding and BNS, Halifax Funding pays interest to BNS at a floating rate based on three-month LIBOR in exchange for the right to receive the economic benefits of a portfolio of TRS reference assets having a maximum aggregate notional amount of $500 million.

Assuming that the consolidated schedule of investments as of December 31, 2012 was to remain constant with regards to the investment portfolio and no actions were taken to alter the existing interest rate sensitivity or investment portfolio allocations, the upper section of the table below presents an estimated and hypothetical increase in interest income due to an immediate and persistent 12-month increase in the base rates associated with our debt investments featuring variable interest rates.

The middle section of the table below also presents sensitivity analysis for a persistent 12-month increase in the base interest rates that apply to our floating rate credit facility and the associated increase in interest expense, as well as the net effect of change in interest rates on the TRS unrealized appreciation (depreciation). For persistent LIBOR increases of less than 100 basis points, the increase in interest expense eclipses the hypothetical increase in interest income associated with our floating rate debt investments; for a persistent LIBOR increase greater than 150 basis points, the hypothetical increase in interest income associated with our floating rate debt investments begins to provide a positive contribution to net interest income and to exceed the increase in interest expense related to our credit facility, in both cases assuming that the consolidated schedule of investments as of December 31, 2012 was to remain constant with regards to the investment portfolio and no actions were taken to alter the existing interest rate sensitivity or investment portfolio allocations.

					($ amounts in millions except per share data)
	Par Amount		Weighted Avg. Floor		Increases in LIBOR
					+50 bps			+100 bps					+150 bps			+200 bps

No base rate floor	$	50.57			$	0.225			$	0.451		$		0.676		$	0.901
Base rate floor	$	348.96		1.35%		0.000				0.120				1.399			2.911
Increase in Floating Rate Interest Income						0.225				0.571				2.075			3.812

			LIBOR + Spread
Tranche A Loans	$	75.00		L(30) + 170 bps	$	(0.375	)		$	(0.750	)	$		(1.125	)	$	(1.500	)
Tranche B (B2) Loans	$	84.62		L(90) + 235 bps		(0.423	)			(0.846	)			(1.269	)		(1.692	)
Increase to Floating Rate Interest Expense						(0.798	)			(1.596	)			(2.394	)		(3.192	)
Change in Floating Rate Net Interest Income, before TRS						(0.573	)			(1.025	)			(0.319	)		0.620
Net change in TRS unrealized appreciation (depreciation) (1)						(0.751	)			(1.417	)			(1.723	)		(2.020	)
Overall Change in Floating Rate Net Interest Income, including TRS					$	(1.324	)		$	(2.442	)	$		(2.042	)	$	(1.400	)
Change in Floating Rate Net Interest Income Per Share Outstanding as of December 31, 2012					$	(0.02	)		$	(0.04	)	$		(0.03	)	$	(0.02	)

(1)

Pursuant to the TRS Agreements, Halifax Funding receives from BNS all collected interest and fees derived from the TRS reference assets and pays to BNS interest at a rate equal to three-month LIBOR+80 bps per annum on the settled notional amount of TRS reference assets. As of December 31, 2012, 73.7% of the TRS reference assets, or approximately $121.46 million measured at market value, featured floating or variable interest rates. At December 31, 2012, approximately 87.0% of the TRS reference assets with variable interest rates featured minimum base rate floors, or approximately $105.70 million measured at fair value, and the weighted average base rate floor for such TRS reference assets was 1.22%. As of December 31, 2012, the total notional amount of the portfolio of TRS reference assets was $164.01 million, and the settled notional amount was $105.36 million. For the purpose of presenting this net interest sensitivity analysis, we have assumed that all TRS reference assets are settled as of January 1, 2013 and that the settled notional amount would equal $164.01 million upon which the financing payments are based.

The interest rate sensitivity analysis presented above does not consider the potential impact of the changes in value of our debt investments and the net asset value of our common stock in the event of sudden increases in interest rates associated with high yield corporate bonds. Approximately 47% of our debt investment portfolio is invested in fixed interest rate, high yield corporate debt investments. Rising market interest rates will most likely lead to falling prices for high yield corporate bonds, while declining market interest rates will most likely lead to rising bond prices.

DESCRIPTION OF OUR CAPITAL STOCK

General

Under the terms of our articles of incorporation, our authorized capital stock consists solely of 1,000,000,000 shares of common stock, par value $0.001 per share, of which 22,222.22 and 7,073,166.077 shares were outstanding as of December 31, 2010 and December 31, 2011, respectively. As of March 12, 2013, there were 76,357,864 shares of our common stock outstanding. There is currently no market for our common stock, and we can offer no assurances that a market for our shares will develop in the future. We do not intend for the shares offered under this prospectus to be listed on any national securities exchange during the offering period. There are no outstanding options or warrants to purchase our stock. No stock has been authorized for issuance under any equity compensation plans. Under Maryland law, our shareholders generally are not personally liable for our debts or obligations.

All provisions of our articles of incorporation shall be equally applicable to each shareholder, including but not limited to those pertaining to liquidation, conversion and redemption rights. None of our shares are subject to further calls or to assessments, sinking fund provisions, obligations of the company or potential liabilities associated with ownership of the security (not including investment risks).

Outstanding Securities

(1) Title of Class

(2) Amount

Authorized

(3) Amount Held by

our Company

or for its Account

(4) Amount Outstanding Exclusive of

Amount Shown Under (3)

As of December 31, 2012

Common

1,000,000,000

-0-

62,728,439

Common Stock

Under the terms of our articles of incorporation and bylaws, holders of our shares of common stock are entitled to:

●

one vote for each share held on all matters submitted to a vote of shareholders, with no cumulative voting rights and with a plurality of the votes cast being subject to elect all of the directors standing for election; and

●

receive ratably our net assets available after the payment of all of our debts and other liabilities upon our liquidation, dissolution or winding up.

All shares of our common stock, when issued, will be duly authorized, validly issued, fully paid and non-assessable. Under the terms of our articles of incorporation, holders of our common stock are not entitled to preemptive, appraisal, subscription, redemption, sinking fund, or conversion rights. Shares of our common stock are freely transferable, except where their transfer is restricted by federal and state securities laws or by contract. Under the terms of our articles of incorporation, holders of our common stock will not be subject to further calls or assessments. The rights, preferences and privileges of holders of our common stock are subject to the rights of the holders of any series of our preferred stock which we may designate and issue in the future.

The following actions may not be taken without a vote of the following specified proportions of the outstanding shares of our common stock:

●

at least 50%:

appointing a new investment adviser

changing the nature of our business so that we cease to be, or withdraw our election to be treated as a business development company

●

more than 50%:

modifying our articles of incorporation (except as otherwise described herein) or modifying our bylaws to materially adversely affect the rights of the shareholders

selling our assets to either of the Advisors or any of their respective affiliates

selling all or substantially all of our assets other than in the ordinary course of our business

causing the merger or other reorganization of us

●

at least two-thirds:

amending our articles of incorporation to make our common stock a “redeemable security”

amending our articles of incorporation to convert us, whether by merger or otherwise, from a “closed-end company” to an “open-end company” (as such terms are defined in the 1940 Act)

amending the provisions of our articles of incorporation relating to (i) shareholder voting, (ii) director removal and (iii) the amendment of our articles of incorporation and bylaws

removal of one or more directors, except such removal may be only for cause, as is defined in our articles of incorporation.

Preferred Stock

This offering does not include an offering of preferred stock. However, under the terms of our articles of incorporation, our board of directors is authorized to issue shares of preferred stock in one or more series without shareholder approval. The board has discretion to determine the rights, preferences, privileges, and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges, and liquidation preferences of each series of preferred stock. The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a shareholder vote on specific issuances. In the event we issue preferred stock, we will supplement this prospectus accordingly. We will not offer preferred stock to our Advisors or their affiliates except on the same terms as offered to all other shareholders.

Preferred stock could be issued with rights and preferences that would adversely affect the holders of common stock. Preferred stock could also be used as an anti-takeover device. Every issuance of preferred stock will be required to comply with the requirements of the 1940 Act. The 1940 Act requires that: (1) immediately after issuance and before any distribution is made with respect to our common stock and before any purchase of common stock is made, such preferred stock together with all other senior securities must not exceed an amount equal to 50% of our total assets after deducting the amount of such distribution or purchase price, as the case may be, and (2) the holders of shares of preferred stock, if any are issued, must be entitled as a class to elect two directors at all times and to elect a majority of the directors if distributions on such preferred stock are in arrears by two years or more. Certain matters under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred stock. We believe that the availability for issuance of preferred stock will provide us with increased flexibility in structuring future financings and acquisitions.

Limitation on Liability and Indemnification

Our articles of incorporation, subject to the conditions set forth under Maryland law, eliminate the personal liability of our shareholders, directors and officers for monetary damages and requires us to indemnify and hold harmless our officers, directors, employees, controlling persons and agents. Notwithstanding the foregoing, our articles of incorporation prohibit us from indemnifying an officer, director, employee and controlling person and any other person or entity acting as our agent (which would include, without limitation, our advisor and its affiliates) unless each of the following conditions are met: (i) the party seeking indemnification has determined, in good faith, that the course of conduct that caused the loss or liability was in our best interest; (ii) the party seeking indemnification was acting or performing services on our behalf; (iii) such liability or loss was not the result of (A) negligence or misconduct, in the case that the party seeking indemnification is a director (other than an independent director), or (B) gross negligence or willful misconduct, in the case that the party seeking indemnification is an independent director; and (iv) such indemnification is recoverable only out of our net assets and not from our shareholders.

Our articles of incorporation also contain limits on indemnifying against liability arising under the securities laws. Specifically, the SEC takes the position that indemnification against liabilities arising under the Securities Act is contrary to public policy and unenforceable. Indemnification of our directors, officers, employees, controlling persons and agents, including our advisor or its affiliates, will not be allowed for liabilities arising from or out of a violation of state or federal securities laws, unless one or more of the following conditions are met:

●

there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the indemnitee;

●

such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the indemnitee; or

●

a court of competent jurisdiction approves a settlement of the claims against the indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which the securities were offered as to indemnification for violations of securities laws.

We will pay or reimburse funds to an indemnitee, including our advisor or an affiliate of our advisor, for reasonable legal expenses and other costs incurred in advance of the final disposition of a proceeding if all of the following are satisfied:

●

the proceeding relates to acts or omissions with respect to the performance of duties or services on our behalf;

●

the party seeking such advancement has provided us with written affirmation of such party’s good faith belief that such party has met the standard of conduct necessary for indemnification;

●

the legal action is initiated by a third party who is not a shareholder or the legal action is initiated by a shareholder acting in his capacity as such and a court of competent jurisdiction specifically approves such advancement; and

●

the party seeking indemnification undertakes to repay the advanced funds to us, together with the applicable legal rate of interest thereon, in cases in which such party is found not to be entitled to indemnification.

Provisions of the Maryland General Corporation Law

The Maryland Business Combination Act, subject to limitations, prohibits certain business combinations between a Maryland corporation (like we are) and an interested shareholder (defined generally as any person who beneficially owns 10% or more of the voting power of our outstanding voting stock after we had 100 or more beneficial owners or is our affiliate or associate and was the beneficial owner, directly or indirectly, of 10% or more of the voting power of our then outstanding stock at any time within the two-year period immediately prior to the date in question and after we had 100 or more beneficial owners of our stock) or an affiliate of any interested shareholder, for five years following the most recent date on which the shareholder became an interested shareholder, and thereafter imposes special appraisal rights and supermajority shareholder voting requirements on these combinations. The Maryland Control Share Acquisition Act provides that “control shares” of a Maryland corporation (defined as shares which, when aggregated with other shares controlled by the shareholder, entitle the shareholder to exercise, or direct the exercise of, one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of “control shares”) have no voting rights except to the extent approved by the corporation’s shareholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

The provisions of these two statutes generally apply to a Maryland corporation unless the corporation’s charter or bylaws exempt the corporation from such provisions. Our articles of incorporation contain provisions that expressly exempt us from the Maryland Business Combination Act and our bylaws contain provisions that expressly exempt us from the Maryland Control Share Acquisition Act.

Classified board of directors

Our board of directors is divided into three classes of directors serving staggered three-year terms. At each annual meeting of our shareholders, the successors to the class of directors whose term expires at such meeting will be elected to hold office for a term expiring at the annual meeting of shareholders held in the third year following the year of their election. Each director holds office for the term to which he or she is elected and until his or her successor is duly elected and qualifies. We believe that the longer time required to elect a majority of a classified board of directors will help to ensure the continuity and stability of our management and policies.

Election of directors

Our bylaws provide that a plurality of all votes cast at a meeting of shareholders duly called and at which a quorum is present shall be sufficient to elect a director. Each share may be voted for as many individuals as there are directors to be elected and for whose election the share is entitled to be voted. Pursuant to our articles of incorporation, our board of directors may amend the bylaws to alter the vote required to elect directors.

Number of directors; vacancies; removal

Our articles of incorporation provide that the number of directors will be five (5), which number may be increased or decreased from time to time only by the board of directors in accordance with our bylaws, but shall never be less than the minimum number required by the Maryland General Corporation Law. Our bylaws provide that a majority of our entire board of directors may at any time increase or decrease the number of directors. However, unless our bylaws are amended, the number of directors may never be less than one, which is the minimum number required by the Maryland General Corporation Law, nor more than 11. Any vacancies caused by an increase in the size of the board of directors, or by the death, resignation, or removal of a director may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is elected and qualifies, subject to any applicable requirements of the 1940 Act.

Our articles of incorporation provide that a director may be removed only for cause, as defined in our articles of incorporation, and then only by the affirmative vote of at least two-thirds of the votes entitled to be cast generally in the election of directors.

Conflict with 1940 Act

Our bylaws provide that, if and to the extent any provision of the Maryland General Corporation Law or any provision of our articles of incorporation or bylaws conflicts with any provision of the 1940 Act, the applicable provision of the 1940 Act will control.

Transfer Agent

Upon commencement of our operations, Boston Financial Data Services, Inc. was our transfer agent, processing agent, reinvestment agent, paying agent and registrar. Effective September 1, 2011, our transfer agent agreement with Boston Financial Data Services, Inc. was assigned to its affiliated entity, DST Systems, Inc. The principal business address of DST Systems, Inc. is 430 W. 7th Street, Ste. 219001, Kansas City, Missouri 64105 and its telephone number is 866-650-0650.

Custodians

Our securities are held under a custodian agreement between us and State Street Bank and Trust Company. The address of the custodian is One Lincoln Street, Boston, Massachusetts 02111, and our custodian’s telephone number is 617-786-3000. Pursuant to a custodial agreement among us, CCT Funding, Deutsche Bank and Deutsche Bank Trust Company Americas, the custodian for CCT Funding is Deutsche Bank Trust Company Americas. The address for CCT Funding’s custodian is 1761 East St. Andrew Place, Santa Ana, CA 92705. Pursuant to a custodial agreement among us, Halifax Funding, The Bank of Novia Scotia and The Bank of Novia Scotia Trust Company of New York, the custodian for our TRS collateral account is The Bank of Novia Scotia Trust Company of New York. The address for this custodian is One Liberty Plaza, New York, NY 10006.

Escrow Agent

UMB Bank, N.A. is our escrow agent. The principal business address of our escrow agent is 1010 Grand Blvd, 4th Floor, Kansas City, Missouri 64106 and our escrow agent’s telephone number is 816-860-3017.

DETERMINATION OF NET ASSET VALUE

Relevance of Our Net Asset Value

Our net asset value will:

●

be disclosed in our quarterly and annual financial statements;

●

be used to determine the price per share that is paid to shareholder participants in our quarterly share repurchase program, and the price per share paid by participants in our distribution reinvestment plan after the conclusion of this offering;

●

be an input in the computation of fees earned by our Advisors and other service providers whose fees are linked, directly or indirectly, in whole or part to the value of our gross assets; and

●

be evaluated alongside the net proceeds per share to us from this offering to ensure the amount of net proceeds per share at each subscription closing date is greater than, or equal to, net asset value per share.

Allocation of Responsibilities for Determination of Our Net Asset Value

Our board of directors – with the assistance of our Advisors, officers and, through them, independent valuation agents – is responsible for the periodic determination of our net asset value. Prior to such determination, our Advisors and officers will calculate, and provide to the audit committee of our board of directors, an estimate of our net asset value. This information will be presented to our audit committee at its quarterly meetings and any other time when a determination of our net asset value is required. Our audit committee will review, and recommend to our board of directors for adoption, our quarterly and annual financial statements for inclusion in our periodic reports on Forms 10-Q and 10-K, and such financial statements will include a determination of our net asset value and net asset value per share as of the last day of each calendar quarter. These financial statements will, in turn, be reviewed and approved by our full board of directors.

Allocation of Responsibilities for Determination of Fair Value of Our Portfolio Investments

Our board of directors – with the assistance of our Advisors, officers and, through them, independent valuation agents – is responsible for determining in good faith the fair value of our portfolio investments for which market quotations are not readily available. Our board of directors will make this determination on a quarterly basis and any other time when a decision is required regarding the fair value of our portfolio investments for which market quotations are not available. A determination of fair value involves subjective judgments and estimates. The notes to our financial statements will refer to the uncertainty with respect to our fair value estimates and any change in such fair value estimates. We expect that each determination of the fair value of our portfolio investments will be made upon the recommendation of our audit committee.

Our board of directors and our audit committee will review and approve our pricing and valuation policies and procedures that will be implemented and followed by our Advisors and officers. In addition, we expect that our board of directors will retain one or more independent valuation agents to work with our Advisors and officers to provide additional inputs for consideration by our audit committee and to work directly with our full board of directors, at the board of directors’ request, with respect to the fair value of our portfolio investments.

In addition, our board of directors:

●

Meets at least quarterly with our:

Chief Compliance Officer and reviews the Chief Compliance Officer’s surveillance findings in general, and the Chief Compliance Officer’s findings in particular with regard to our Advisors’ and our officers’ implementation of the valuation procedures;

Advisors and officers to ensure that we have taken appropriate remedial action to cure deficiencies, if any, related to our internal control over financial reporting, which may impact the valuation policies and procedures adopted by our board of directors; and

●

Reviews any changes in ASC 820 against our approved valuation policies and procedures to ensure that such valuation policies and procedures are modified and approved, as appropriate, in light of current accounting guidance;

Because our board of directors has the ultimate responsibility for determining, in good faith, the fair value of our portfolio investments, our board of directors will have direct access to all entities and all persons, including any independent valuation agents, that are involved in assisting with the valuation of our portfolio investments in order to discuss with them the valuation methodologies they have utilized. We believe this will enable our board of directors to fulfill its responsibilities despite any conflicts of interest that may exist.

Determination of Our Net Asset Value

The board of directors will determine the net asset value per share of our outstanding shares of common stock quarterly by dividing the value of total assets minus liabilities by the total number of shares of our common stock outstanding at the time of determination.

Fair Value of Financial Instruments

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, we base fair value on observable market prices or parameters, or derive fair value from such prices or parameters. Where observable prices or inputs are not available, we apply valuation models. These valuation techniques used in our valuation models involve some level of estimation and judgment, the degree of which depends on price transparency for the instruments or market and the financial instruments’ complexity. We categorize assets and liabilities recorded at fair value in our financial statements based upon the level of judgment associated with the inputs used to measure their value. Hierarchical levels, as defined under GAAP, are directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities, and are as follows:

Level 1: Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. The types of assets carried at level 1 fair value generally consist of equity securities that are listed on active security exchanges.

Level 2: Inputs, other than quoted prices included in level 1, are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar instruments in active markets, and inputs other than quoted prices that are observable for the asset or liability.

Level 3: Inputs are unobservable inputs for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the asset.

A significant decrease in the volume and level of activity for an asset or liability is an indication that transactions or quoted prices may not be representative of fair value because, in such market conditions, there may be increased instances of transactions that are not orderly. In those circumstances, we believe further analysis of transactions or quoted prices is needed, and a significant adjustment to the transactions or quoted prices may be necessary to estimate fair value.

The availability of observable inputs can vary depending on the financial asset or liability and is affected by a wide variety of factors, including, for example, the type of financial instrument, whether the financial instrument is new, whether the financial instrument is traded on an active exchange or in the secondary market, and current market conditions. To the extent that we base valuation upon models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised by us in determining fair value is greatest for instruments categorized in level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. The variability of the observable inputs affected by the factors described above may cause instruments to be reallocated between levels 1, 2, and/or 3, which we will recognize at the end of the reporting period.

Many financial assets and liabilities have bid and ask prices that can be observed in the marketplace. Bid prices reflect the highest price that we and others are willing to pay for an asset. Ask prices represent the lowest price that we and others are willing to accept for an asset. For financial assets and liabilities whose inputs are based on bid-ask prices, we will not require that fair value always be a predetermined point in the bid-ask range. Our policy is to allow for mid-market pricing and adjusting to the point within the bid-ask range that meets our best estimate of fair value.

Depending on the relative liquidity in the markets for certain assets, we may transfer assets to level 3 if we determine that observable quoted prices, obtained directly or indirectly, are not available.

We will record the TRS at fair value. The fair value of the TRS will be primarily based (i) the increase or decrease in the value of the TRS reference assets relative to the notional amounts, together with (ii) accrued interest income and fee income, (iii) TRS swap financing costs on the TRS settled trade notional amount, and (iv) certain other expenses incurred under the TRS. The TRS reference assets are valued pursuant to the valuation algorithm specified in each TRS Agreement, including reliance on indicative bid prices provided by independent third-party pricing services. Bid prices reflect the highest price that market participants may be willing to pay. On a quarterly basis, the Company’s management reviews, tests and compares (i) the indicative bid prices assigned to each TRS reference asset by the TRS counterparty, based on the inputs provided to TRS counterparty by third-party pricing services with (ii) third-party service provider pricing inputs that are independently sourced by the Company’s management and/or its Advisors. To the extent the Company’s management has any questions or concerns regarding the valuation of the TRS reference assets, such valuations are discussed or challenged with the TRS counterparty pursuant to the terms of the TRS Agreements. Additionally, the Company’s

management reviews the calculations of both collected and accrued interest, total return swap financing costs, and realized gains and losses that also determine the aggregate fair value of the TRS. For additional disclosures on the TRS, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Liquidity and Capital Resources—Total Return Swaps.”

Value Determinations in Connection with this Continuous Offering

Our initial offering price per share was $10.00. However, this price has changed to the current public offering price to ensure that shares are not sold at a price, after deduction of selling commissions and marketing support fees, that is not below the then current net asset value. To the extent that the net asset value per share increases subsequent to the last weekly closing, the price per share may increase. Therefore, persons who subscribe for shares of our common stock in this offering must submit subscriptions for a certain dollar amount, rather than a number of shares of common stock and, as a result, may receive fractional shares of our common stock.

In connection with each subscription closing on the sale of shares of our common stock offered pursuant to the prospectus on a continuous basis, we expect that our board of directors may delegate to our officers the authority to test that the net proceeds per share from the sale of shares are equal to, or greater than, our current net asset value per share on the date of each weekly subscription closing. Our officers may consult with our board of directors or audit committee members to confirm their determination that we are not selling shares of our common stock at a price which, after deducting selling commissions and marketing support fees, is below our then current net asset value. We expect that our officers, acting under delegated authority from our board of directors, will consider the following factors, among others, in making such determination:

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the net asset value of our common stock as disclosed in our most recent periodic report filed with the SEC;

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our Advisors’ and officers’ assessment of whether any material change in net asset value has occurred (including through any realization of net gains from the sale of a portfolio investment), or any material change in the fair value of portfolio investments has occurred, in each case, from the period beginning on the date of the most recently disclosed net asset value to the period ending two days prior to the date of the weekly subscription closing of our common stock; and

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the magnitude of the difference between the net asset value disclosed in the most recent periodic report we filed with the SEC and our officers’ assessment of any material change in the net asset value since the date of the most recently disclosed net asset value, and the offering price of the shares of our common stock at the date of the weekly subscription closing.

Importantly, this determination does not require that we calculate and disclose net asset value in connection with each weekly closing and sale of shares of our common stock, but instead it involves the determination by our Advisors and officers, or by our board of directors, that we are not selling shares of our common stock at a price which, after deducting selling commissions and marketing support fees, is below the then current net asset value on the date of sale.

Moreover, to the extent that there is more than a remote possibility that we may: (i) issue shares of our common stock at a price which, after deducting selling commissions and marketing support fees, is below the then current net asset value of our common stock on the date of sale or (ii) trigger the undertaking provided herein to suspend the offering of shares of our common stock pursuant to the prospectus if the net asset value fluctuates by certain amounts in certain circumstances until the prospectus is amended, the board of directors or a committee thereof will elect, in the case of clause (i) above, either to postpone the weekly closing until such time that there is no longer the possibility of the occurrence of such event or to undertake to determine net asset value within two days prior to any such sale to ensure that such sale will not be made at a price which, after deducting selling commissions and marketing support fees, is below our then current net asset value, and, in the case of clause (ii) above, to comply with such undertaking or to undertake to determine net asset value to ensure that such undertaking has not been triggered.

These valuation processes and procedures are part of our compliance program. Records will be made contemporaneously with all determinations described in this section and these records will be maintained with other records we are required to maintain under the 1940 Act. Promptly following any adjustment to the offering price per share of our common stock offered pursuant to the prospectus, we intend to update the prospectus by filing a prospectus supplement with the SEC. We also intend to make updated information available via our website: www.corporatecapitaltrust.com.

SUITABILITY STANDARDS

Shares of our common stock offered through this prospectus are suitable only as a long-term investment for persons of adequate financial means such that they do not have a need for liquidity in this investment. We have established financial suitability standards for initial shareholders in this offering which require that a purchaser of shares have either:

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a gross annual income of at least $70,000 and a net worth of at least $70,000, or

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a net worth of at least $250,000.

For purposes of determining the suitability of an investor, net worth in all cases should be calculated excluding the value of an investor’s home, home furnishings and automobiles. In the case of sales to fiduciary accounts, these minimum standards must be met by the beneficiary, the fiduciary account or the donor or grantor who directly or indirectly supplies the funds to purchase the shares if the donor or grantor is the fiduciary.

Those selling shares on our behalf and participating broker-dealers and registered investment advisers recommending the purchase of shares in this offering are required to make every reasonable effort to determine that the purchase of shares in this offering is a suitable and appropriate investment for each investor based on information provided by the investor regarding the investor’s financial situation and investment objectives and must maintain records for at least six years of the information used to determine that an investment in the shares is suitable and appropriate for each investor. In making this determination, your participating broker-dealer, authorized representative or other person selling shares on our behalf will, based on a review of the information provided by you, consider whether you:

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meet the minimum income and net worth standards established in your state;

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can reasonably benefit from an investment in our common stock based on your overall investment objectives and portfolio structure;

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are able to bear the economic risk of the investment based on your overall financial situation, including the risk that you may lose your entire investment; and

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have an apparent understanding of the following:

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the fundamental risks of your investment;

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the lack of liquidity of your shares;

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the restrictions on transferability of your shares;

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the background and qualification of our Advisors; and

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the tax consequences of your investment.

In purchasing shares, custodians or trustees of employee pension benefit plans or IRAs may be subject to the fiduciary duties imposed by ERISA, or other applicable laws and to the prohibited transaction rules prescribed by ERISA and related provisions of the Code. In addition, prior to purchasing shares, the trustee or custodian of an employee pension benefit plan or an IRA should determine that such an investment would be permissible under the governing instruments of such plan or account and applicable law.

California – A California investor’s total investment in us shall not exceed 10% of his or her net worth.

Alabama – Alabama residents may not invest more than 10% of their liquid net worth in us and in other business development companies.

Idaho – An investment in us is limited to Idaho investors who have either (i) a gross annual income of at least $85,000 and a liquid net worth of at least $85,000 or (ii) a liquid net worth of at least $300,000. Additionally, an Idaho investor’s total investment in us shall not exceed 10% of his or her liquid net worth. (“Liquid net worth” shall include only cash plus cash equivalents. “Cash equivalents” includes assets which may be convertible to cash within one year).

Iowa – Investors are advised to limit their investment in the shares in us and similar business development companies to no more than 10% of their liquid net worth, such net worth being defined as “that portion of the purchaser’s total net worth that is comprised of cash, cash equivalents or readily available marketable securities.”

Kansas – It is recommended by the Office of the Kansas Securities Commissioner that Kansas investors not invest, in the aggregate, more than 10% of their liquid net worth in this investment and other non-traded business development companies. Liquid net worth is defined as that portion of net worth which consists of cash, cash equivalents and readily marketable securities.

Maine – An investment in us is limited to Maine investors who have either (i) a gross annual income of at least $70,000 and a net worth of at least $70,000 or (ii) a net worth of at least $250,000. In addition, a Maine investor may not invest more than 10% of his or her net worth in us and our affiliates.

Massachusetts – In addition to the general suitability standards, Massachusetts residents must not invest, in the aggregate, more than 10% of their net worth in us, our affiliates and similar investments.

Michigan – It is recommended by the Michigan Office of Financial and Insurance Regulation that Michigan citizens not invest more than 10% of their liquid net worth in us. Liquid net worth is defined as that portion of net worth that consists of cash, cash equivalents and readily marketable securities that may be converted into cash within one year.

Nebraska – Nebraska residents purchasing shares may not invest more than 10% of their net worth in us. For Nebraska residents, “net worth” does not include the value of one’s home, home furnishings or automobiles.

Ohio – In addition to the general suitability standards, Ohio residents must not invest, in the aggregate, more than 10% of their net worth in us, our affiliates and similar investments.

Oklahoma – In addition to the general suitability standards, Oklahoma residents must not invest, in the aggregate, more than 10% of their net worth (not including home, home furnishings and automobiles) in us.

Tennessee – An investment in us is limited to Tennessee investors who have either (i) a gross annual income of at least $100,000 and a net worth of at least $100,000 or (ii) a net worth of at least $500,000. In addition, a Tennessee investor may not invest more than 10% of his or her net worth in this offering. Net worth shall exclude home, home furnishings and personal automobiles.

Texas – Texas residents purchasing shares (i) must have either (a) an annual gross income of at least $100,000 and a net worth of at least $100,000, or (b) a net worth of at least $250,000; and (ii) may not invest more than 10% of their net worth in us. For Texas residents, “net worth” does not include the value of one’s home, home furnishings or automobiles.

In addition to investors who meet the minimum income and net worth requirements set forth above, our shares may be sold to financial institutions that qualify as “institutional investors” under the state securities laws of the state in which they reside. “Institutional investor” is generally defined to include banks, insurance companies, investment companies as defined in the 1940 Act, pension or profit sharing trusts and certain other financial institutions. A financial institution that desires to purchase shares will be required to confirm that it is an “institutional investor” under applicable state securities laws.

PLAN OF DISTRIBUTION

We are offering a maximum of 150,000,000 shares of our common stock to the public at a current offering price of $11.05 per share, except as provided below. Our Managing Dealer is CNL Securities Corp. The shares are being offered on a “best efforts” basis, which means generally that the Managing Dealer is required to use only its best efforts to sell the shares and it has no firm commitment or obligation to purchase any of the shares. We intend that the shares of common stock offered pursuant to this prospectus will not be listed on any national securities exchange during the offering period, and neither our Managing Dealer nor the participating broker-dealers intend to act as market-makers with respect to our common stock. This prospectus also relates to the shares that we will offer under our distribution reinvestment plan. See “Distribution Reinvestment Plan.”

Under applicable SEC rules, generally, an issuer may offer and sell securities in a continuous offering, like this offering, only until the third anniversary of the initial effective date of the registration statement under which the securities are being offered and sold. However, if, in accordance with SEC rules, a new registration statement is filed by the issuer before the end of that three-year period, then the continuous offering of securities covered by the prior registration statement (provided such continuous offering had commenced within three years of the initial effective date) may continue until the effective date of the new registration statement, if so permitted under the new registration statement. In such a circumstance, the issuer may also choose to enlarge the continuous offering by including on such new registration statement a further amount of securities, in addition to any unsold securities covered by the earlier registration statement. Because our registration statement for this offering was initially declared effective on April 4, 2011, this offering will end on April 4, 2014, unless we choose to extend the offering by filing another registration statement for that purpose before April 4, 2014. Currently, we do not expect the offering to terminate before April 3, 2014.

This offering must be registered in every state in which we offer or sell shares. Generally, such registrations are for a period of one year. Thus, we may have to stop selling shares in any state in which our registration is not renewed or otherwise extended annually. We reserve the right to terminate this offering at any time prior to the stated termination date.

Managing Dealer

Our Managing Dealer is CNL Securities Corp., which is an affiliate of CNL and a member of FINRA and the SIPC. The Managing Dealer is headquartered at 450 S. Orange Avenue, Orlando Florida. Our Managing Dealer will act as a distributor of our shares of common stock offered by this prospectus.

Subject to certain reductions described below, our Managing Dealer will receive selling commissions of up to 7% of the gross proceeds of shares sold in the offering. The Managing Dealer will also receive a marketing support fee of up to 3% of the gross offering proceeds for marketing support fees. The term “marketing support fees” refers to a portion of the sales load available to participating broker-dealers for assistance in selling and marketing our shares.

Our Managing Dealer will engage unrelated, third-party participating broker-dealers in connection with the offering of shares. As used in this prospectus, the term participating broker-dealers includes the Managing Dealer, other members of FINRA, and entities exempt from broker-dealer registration. In connection with the sale of shares by participating broker-dealers, our Managing Dealer may reallow to such participating broker-dealers all or any portion of its selling commissions or marketing support fees attributable to such participating broker-dealers’ respective sales.

The Managing Dealer may reallow all or any portion of the marketing support fees for each share sold by a participating broker, provided that the participating broker agrees to comply with one or more of the following conditions:

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To have and use internal marketing support personnel (such as telemarketers or a marketing director) to assist the managing dealer’s marketing team;

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To have and use marketing communications vehicles such as newsletters, conference calls, interactive CD-ROMS and mail to promote our company and this Offering;

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To answer investors’ inquiries concerning quarterly statements, valuations, distribution rates, tax information, annual reports, reinvestment and redemption rights and procedures, and the Fund’s financial status;

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To assist investors with reinvestments and redemptions;

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To maintain the technology necessary to adequately service our investors as otherwise associated with the Offering; or

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To provide other services as requested by investors from time to time.

See “Special Discounts” for a description of the circumstances under which a selling commission and/or marketing support fee may be reduced or eliminated in connection with certain purchases. Selling commissions and marketing support fees will not be paid in connection with the purchase of shares pursuant to our distribution reinvestment plan. We will also reimburse the Managing Dealer for reasonable out-of-pocket due diligence expenses that are incurred by the Managing Dealer and/or participating broker-dealers, provided that such expenses are detailed on itemized invoices.

In addition, we and, to a lesser extent, our affiliates may reimburse our Managing Dealer and their associated persons and affiliates for other expenses incurred, including expenses related to bona fide training and education meetings, sales seminars, wholesaling activities and legal expenses. Amounts paid by us to our Managing Dealer may be paid by our Managing Dealer to any participating brokers. We may also reimburse the participating brokers for certain expenses incurred in connection with this offering. Expenses that we may pay to participating brokers, or those expenses our Managing Dealer reallows to participating brokers, include reimbursements for costs and expenses related to investor and broker/dealer sales and training meetings, broker/dealer bona fide training and education meetings for such meetings conducted by us, our Managing Dealer or participating brokers and including costs of technology associated with the offering and other costs and expenses related to such technology costs.

We, or our affiliates, may provide permissible forms of non-cash compensation to registered representatives of our Managing Dealer and the participating broker-dealers, the value of which may not exceed an aggregate of $100 per sales person, per year. In the event other incentives are provided to registered representatives of the Managing Dealer or the participating broker-dealers, those incentives will be paid only in cash, and such payments will be made only to the Managing Dealer, not to participating broker-dealers or to their registered representatives. Sales incentive programs offered to the Managing Dealer or to participating broker-dealers must first have been submitted for review by FINRA and must comply with Rule 5110 or Rule 2310, as applicable. Costs incurred in connection with such sales incentive programs, if any, will be considered underwriting compensation. Under applicable FINRA rules, the maximum compensation payable to FINRA members participating in this offering may not exceed 10% of our gross offering proceeds, excluding proceeds from our distribution reinvestment plan.

To the extent permitted under applicable law and our articles of incorporation and bylaws, we have agreed to indemnify the Managing Dealer, participating broker-dealers, and selected registered investment advisers against certain liabilities arising under the Securities Act and liabilities arising from breaches of our representations and warranties contained in the Managing Dealer Agreement.

The Managing Dealer and participating broker-dealers are required to deliver a copy of the prospectus to each potential investor. We may make this prospectus, our subscription agreement, certain offering documents, administrative and transfer forms, as well as certain marketing materials, available electronically to the Managing Dealer and participating broker-dealers as an alternative to paper copies when possible. As a result, if the Managing Dealer or a participating broker-dealer chooses, with an investor’s prior consent, it may provide an investor with the option of receiving the prospectus, a subscription agreement, offering documents, administrative and transfer forms, as well as marketing materials, electronically. If the Managing Dealer or a participating broker-dealer chooses to offer electronic delivery of these documents to an investor, it will comply with all applicable requirements of the SEC and FINRA and any laws or regulations related to the electronic delivery of documents. In any case, an investor may always receive a paper copy of these documents upon request to the Managing Dealer or the participating broker-dealer.

Share Distribution Channels

We expect our Managing Dealer to use multiple distribution channels to sell our shares. These channels may have different selling commissions, and consequently, a different purchase price for the shares. Our Managing Dealer is expected to engage participating broker-dealers in connection with the sale of the shares of this offering in accordance with participating broker agreements. No participating broker-dealers had entered into a participating broker agreement related to this offering prior to the effective date of our registration statement. Except as otherwise described, selling commissions and marketing support fees will be paid by us to our Managing Dealer in connection with such sales.

As previously reported, on July 29, 2011, we, the Managing Dealer, and certain affiliated entities entered into a selected dealer agreement with Ameriprise Financial Services, Inc. pursuant to which Ameriprise Financial Services, Inc. has been appointed as a participating broker-dealer to solicit subscriptions for our sales of shares in this offering. To date there are 75 participating broker-dealers soliciting subscriptions for our sales of shares in this offering.

We may pay reduced selling commissions to our Managing Dealer in connection with the sale of shares of our common stock to investors whose contracts for investment advisory and related brokerage services include a fixed or “wrap” fee feature. Investors may agree with their participating brokers that no selling commissions will be payable with respect to the purchase of their shares: (1) if the investor has engaged the services of a registered investment adviser or other financial advisor who will be paid compensation for investment advisory services or other financial or investment advice or (2) if the investor is investing through a bank trust account with respect to which the investor has delegated the decision-making authority for investments made through the account to a bank trust department. The net proceeds to us will not be affected by reducing the selling commissions payable in connection with such transaction. Neither our Managing Dealer nor its affiliates are expected to directly or indirectly compensate any person engaged as an investment adviser or a bank trust department by a potential investor to induce such investment adviser or bank trust department to advise favorably for an investment in shares of our common stock. See “— Special Discounts.”

We also expect to deliver our shares through independent investment advisers (affiliated with registered broker-dealers) and through banks and other entities exempt from broker-dealer registration and acting as trustees or fiduciaries.

Subject to compliance with applicable regulations, we may sell shares directly to certain institutional investors in negotiated transactions in which no party is acting as an underwriter, dealer or agent. We will determine the per share price through negotiations with these institutional investors.

Special Discounts

We may waive or reduce certain fees and expenses in connection with the sale of our shares that will represent a discount to the price at which our securities are offered to the public. However, the amount of net proceeds to us is not expected to be affected by these discounts.

Our executive officers and directors and their immediate family members, as well as officers and persons associated with our Advisors and its members and their affiliates and their immediate family members (including spouses, parents, grandparents, children and siblings) and other individuals designated by our management, and, if approved by our board of directors, joint venture partners, consultants and other service providers, may purchase shares of our common stock in this offering and may be charged a reduced rate for certain fees and expenses in respect of such purchases. We expect that a limited number of shares of our common stock will be sold to individuals designated by our management, net of all selling commissions and marketing support fees, shortly after the commencement of the offering. However, except for certain share ownership and transfer restrictions contained in our articles of incorporation, there is no limit on the number of shares of our common stock that may be sold to such persons.

In addition, the selling commission and the marketing support fee may be reduced or waived in connection with certain categories of sales, such as sales for which a volume discount applies, distribution reinvestment plan sales, sales to certain institutional investors, sales through investment advisers or banks acting as trustees or fiduciaries, sales to our affiliates, sales to employees of selected participating broker-dealers, sales made by certain selected participating brokers at the discretion of the Managing Dealer, sales in wrap accounts managed by participating brokers or their affiliates, and sales in managed accounts that are managed by participating brokers or their affiliates. We may also make certain sales directly to these groups designated by our management without a broker-dealer intermediary. For such direct sales, all selling commissions and marketing support fees will be waived. We may also sell shares at a discount to the public offering price in the event that the investor:

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pays a broker a fixed fee, e.g., a percentage of assets under management, for investment advisory and broker services, which is referred to as a “wrap fee,” except that, with regard to certain participating broker arrangements, if the wrap fee arrangement is with a federally registered investment adviser that is dually registered as a broker-dealer and provides financial planning services, then the investor may pay both selling commissions and the reallowed marketing support fee,

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has engaged the services of a registered investment adviser with whom the investor has agreed to pay compensation for investment advisory services or other financial or investment advice (other than a registered investment adviser that is also registered as a broker-dealer who does not have a fixed or “wrap fee” feature or other asset fee arrangement with the investor); or

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is investing through a bank or other entity exempt from broker-dealer registration acting as trustee or fiduciary.

If an investor purchases shares through one of these channels in this offering, we will sell the shares at a negotiated discount of 7%, 7.5%, 8%, or 8.5% from the public offering price, reflecting that selling commissions, and in some cases a portion of the marketing support fee, will not be paid in connection with such purchases. We expect to receive substantially the same net proceeds for sales of shares through these channels. Neither our Managing Dealer nor its affiliates are expected to compensate any person engaged as a financial advisor by a potential investor to induce such financial advisor to advise favorably for an investment in us.

We are also offering volume discounts to investors who purchase more than $500,000 of shares of our common stock through the same selected broker-dealer in our offering. The net proceeds to us from a sale eligible for a volume discount will be the same, but the selling commissions payable to the selected broker-dealer will be reduced. The following table shows the discounted price per share and the reduced selling commissions payable for volume sales of our shares; the marketing support fee of 3% will still be applied at all volume levels.

Dollar Amount of Shares Purchased	Purchase Price per Incremental Share in Volume Discount Range(1)		Reduced Selling Commission Rate
$1 – $500,000	$	11.05		7.0	%
$500,001 – $750,000	$	10.94		6.0	%
$750,001 – $1,000,000	$	10.83		5.0	%
$1,000,001 – $2,500,000	$	10.72		4.0	%
$2,500,001 – $5,000,000	$	10.61		3.0	%
Over $5,000,000	$	10.50		2.0	%

(1)

Assumes a $11.05 per share offering price, which is the current public offering price. Discounts will be adjusted appropriately for changes in the public offering price.

We will apply the reduced selling price per share and selling commissions to the incremental shares within the indicated range only. Thus, for example, a total subscription amount of $1,250,000 would result in the purchase of 114,505.707 shares at a weighted average purchase price of $10.916 per share as shown below:

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$500,000 at $11.05 per share=45,248.868 shares (7% selling commission + 3% marketing support fee);

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$250,000 at $10.94 per share=22,851.919 shares (6% selling commission + 3% marketing support fee);

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$250,000 at $10.83 per share=23,084.025 shares (5% selling commission + 3% marketing support fee); and

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$250,000 at $10.72 per share=23,320.895 shares (4% selling commission + 3% marketing support fee).

To qualify for a volume discount in connection with multiple purchases of our shares you must use the same participating broker-dealer for each purchase and you must mark the “Additional Investment” space on the subscription agreement. We are not responsible for failing to combine purchases if you fail to mark the “Additional Investment” space. Once you qualify for a volume discount, you will be eligible to receive the benefit of such discount for subsequent purchases of shares in our offering through the same participating broker-dealer. To the extent requested in writing by an investor as described above, our volume discount is cumulative. To the extent an investor’s cumulative purchases qualify for a volume discount, such investor’s purchases will qualify for a volume discount equal to: (i) the volume discount for the applicable purchase or (ii) to the extent the subsequent purchase, when aggregated with the prior purchase(s), qualifies for a greater volume discount, the volume discount for such aggregated purchases.

To the extent purchased through the same participating broker-dealer, the following persons may combine their purchases as a “single purchaser” for the purpose of qualifying for a volume discount:

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an individual, his or her spouse, their children under the age of 21, and all pension or trust funds established by each such individual;

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a corporation, partnership, association, joint-stock company, trust fund, or any organized group of persons, whether incorporated or not;

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an employees’ trust, pension, profit-sharing, or other employee benefit plan qualified under Section 401(a) of the Code; and

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all pensions, trusts, or other funds maintained by a given bank.

In the event that a person wishes to have his or her order combined with orders made by others for the purposes of being treated as a “single purchaser,” that person must request such treatment in writing at the time of subscription, setting forth the basis for the discount and identifying the orders to be combined. Any request will be subject to verification that the orders to be combined may be treated as purchases made by a single purchaser. If the subscription agreements for the combined orders of persons wishing to be treated as a single purchaser are submitted at the same time, then the commissions payable and discounted share price will be allocated pro rata among the combined orders on the basis of the respective amounts of each order. If the subscription agreements are not submitted at the same time, the volume discount provisions will apply only to the order that qualifies the single purchaser for the volume discount and the subsequent orders of that single purchaser.

Only shares of our common stock purchased in this offering pursuant to this prospectus are eligible for volume discounts. Shares of our common stock purchased through our distribution reinvestment plan will not be eligible for a volume discount nor will such shares count toward the threshold limits listed above that qualify individuals for the various discount levels.

Other Discounts

Notwithstanding the above, the Managing Dealer may, in its sole discretion, enter into an agreement with a participating broker-dealer whereby such participating broker-dealer may aggregate subscriptions as part of a combined order for the purpose of offering investors reduced aggregate selling commissions and marketing support fees, provided that any such aggregate group of subscriptions must be received from such participating broker-dealer. Additionally, the Managing Dealer may, in its sole discretion, aggregate subscriptions as part of a combined order for the purpose of offering investors reduced aggregate selling commissions and marketing support fees, provided that any such aggregate group of subscriptions must be received from the Managing Dealer. Any reduction in selling commissions and marketing support fees would be prorated among the separate subscribers.

SUBSCRIPTION PROCESS

You must have a bona fide U.S. taxpayer identification number (social security number or employer identification number) to subscribe to this offering. Investors who meet our suitability standards may subscribe for shares of our common stock as follows:

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Review this entire prospectus and any appendices and supplements accompanying this prospectus.

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Complete and execute a subscription agreement and submit the completed subscription agreement to a selected broker-dealer.

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Your investment funds for the full purchase price of the shares of our common stock must be submitted with your subscription agreement. Your initial subscription amount must be at least $5,000 (or $4,000 for qualified plans). Any purchases thereafter must be at least $500.

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Direct a funds wire to UMB Bank, N.A. as EA for Corporate Capital Trust, ABA Routing #101000695, Account #987 191 7118, FBO (Investor’s Name); or

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Make the check payable to “UMB Bank, N.A., as EA for Corporate Capital Trust, Inc.” or if purchasing for a qualified plan or brokerage account, the custodian of record.

Subscriptions will be effective only upon our acceptance, and we reserve the right to reject any subscription in whole or in part. We are expecting to close subscriptions on a weekly basis, however there is no assurance that your subscription will close on the next succeeding week following your subscription date. We are not permitted to accept a subscription for shares of our common stock until at least five business days after the date you receive this prospectus. Subscriptions will be accepted or rejected within 30 calendar days of receipt by us. If your subscription is rejected, all subscription funds will be returned to you, without deduction for any expenses, within 10 business days from the date the subscription is rejected.

DISTRIBUTION REINVESTMENT PLAN

Any investor who purchases shares of our common stock in this offering may elect to participate in our distribution reinvestment plan by making a written election to participate in such plan on his or her subscription agreement at the time he or she subscribes for shares.

We have adopted an “opt-in” distribution reinvestment plan pursuant to which you may elect to have the full amount of your cash distributions reinvested in additional shares of our common stock. There will be no selling commissions, marketing support fees or other sales charges to you if you elect to participate in the distribution reinvestment plan. We will pay the reinvestment agent’s fees under the plan.

Participation in the Distribution Reinvestment Plan will commence with the next distribution paid after receipt of an investor’s written election to participate in the plan and to all other calendar months thereafter, provided such election is received at least 15 business days prior to the last day of the calendar month.

Any purchases of our stock pursuant to our distribution reinvestment plan are dependent on the continued registration of our securities or the availability of an exemption from registration in the recipient’s home state. Participants in our distribution reinvestment plan are free to elect or revoke reinstatement in the distribution plan within a reasonable time as specified in the plan. If you do not elect to participate in the plan you will automatically receive any distributions we declare in cash. For example, if our board of directors authorizes, and we declare, a cash distribution, then if you have “opted in” to our distribution reinvestment plan you will have your cash distributions reinvested in additional shares of our common stock, rather than receiving the cash distributions.

Your distribution amount will purchase shares at a per share price equivalent to the net asset value per share at the reinvestment date (90% of the public offering price) pursuant to the effective registration statement at the time of purchase. In the event that this offering is suspended or terminated, then the reinvestment purchase price will be the net asset value per share. Shares issued pursuant to our distribution reinvestment plan will have the same voting rights as our shares of common stock offered pursuant to this prospectus.

If you wish to receive your distribution in cash, no action will be required on your part to do so. If you are a registered shareholder, you may elect to have your entire distribution reinvested in shares of additional stock by notifying DST Systems, Inc., the reinvestment agent and our transfer agent and registrar, in writing so that such notice is received by the reinvestment agent no later than the record date for distributions to shareholders. If you elect to reinvest your distributions in additional shares of stock, the reinvestment agent will set up an account for shares you acquire through the plan and will hold such shares in non-certificated form. If your shares are held by a broker or other financial intermediary, you may “opt-in” to our distribution reinvestment plan by notifying your broker or other financial intermediary of your election.

During each quarter, but in no event later than 30 days after the end of each calendar quarter, our transfer agent or another designated agent will mail and/or make electronically available to each participant in the distribution reinvestment plan, a statement of account describing, as to such participant, the distributions received during such quarter, the number of shares of our common stock purchased during such quarter, and the per share purchase price for such shares. At least annually, we will include tax information for income earned on shares under the distribution reinvestment plan on a Form 1099-DIV that is mailed to you. We reserve the right to amend, suspend or terminate the distribution reinvestment plan. Any distributions reinvested through the issuance of shares through our distribution reinvestment plan will increase our gross assets on which the management fee and the incentive fee are determined and paid under our Investment Advisory Agreement.

For additional discussion regarding the tax implications of participation in the distribution reinvestment plan, see “Tax Matters.” Additional information about the distribution reinvestment plan may be obtained by contacting shareholder services for Corporate Capital Trust, Inc. at 866-650-0650.

SHARE REPURCHASE PROGRAM

During the term of this offering, we do not intend to list our shares on a securities exchange and we do not expect there to be a public market for our shares. As a result, if you purchase shares of our common stock, your ability to sell your shares will be limited.

We commenced our share repurchase program in July 2012 and the first repurchase of shares occurred in August 2012. We conduct quarterly tender offers on approximately 10% of our weighted average number of outstanding shares in any 12-month period, in accordance with the requirements of Rule 13e-4 under the Exchange Act and the 1940 Act, to allow our shareholders to tender their shares at a price based upon our net asset value per share as of the relevant pricing date under the share repurchase program (which we expect will be the end of our most recent fiscal quarter prior to the date of repurchase). Our share repurchase program includes numerous restrictions that limit your ability to sell your shares.

We limit the number of shares to be repurchased during any calendar year to the number of shares we can repurchase with the proceeds we receive from the sale of shares of our common stock under our distribution reinvestment plan. See “Distribution Reinvestment Plan.” At the sole discretion of our board of directors, we may also use cash on hand, cash available from borrowings and cash from liquidation of investments as of the end of the applicable period to repurchase shares. In addition, we will limit repurchases in each quarter to 2.5% of the weighted average number of shares of our common stock outstanding in the prior four calendar quarters. You may tender all of the shares of our common stock that you own. There will be no priority for a shareholder under the circumstances of death or disability of such shareholder.

To the extent that the number of shares of our common stock tendered to us for repurchase exceeds the number of shares that we are able to purchase, we will repurchase shares on a pro rata basis. Further, we will have no obligation to repurchase shares if the repurchase would violate the restrictions on distributions under federal law or Maryland law, which prohibit distributions that would cause a corporation to fail to meet statutory tests of solvency. The limitations and restriction described above may prevent us from accommodating all repurchase requests made in any year. Our share repurchase program has many limitations, including the limitations described above, and should not in any way be viewed as the equivalent of a secondary market.

We offer to repurchase shares on such terms as may be determined by our board of directors in its complete and absolute discretion unless, in the judgment of our independent directors, such repurchases would not be in the best interests of our shareholders or would violate applicable law. There is no assurance that our board will exercise its discretion to continue to offer to repurchase shares or that there will be sufficient funds available to accommodate all of our shareholders’ requests for repurchase. As a result, we may repurchase less than the full amount of shares that you request to have repurchased. If we do not repurchase the full amount of your shares that you have requested to be repurchased, or we determine not to make repurchases of our shares, you will likely not be able to dispose of your shares, even if we under-perform. Any periodic repurchase offers will be subject in part to our available cash and compliance with the RIC qualification and diversification rules and the 1940 Act. Shareholders will not pay a fee in connection with our repurchase of shares under the share repurchase program.

The table below provides information concerning our repurchases of shares of our common stock during the quarter ended December 31, 2012 pursuant to our tender offer dated October 9, 2012.

The following table is a summary of the share repurchases completed during the year ended December 31, 2012:

Repurchase Date	Total Number of Tender Offer Shares		Total Number of Shares Purchased		No. of Shares Purchased/ Tender Offer Shares			Price Paid per Share		Total Consideration
August 15, 2012		236,604		47,481		20	%	$	9.64	$	457,720
November 15, 2012		470,031		25,405		5	%	$	9.79	$	248,716
Total		706,635		72,886		10	%			$	706,436

ADDITIONAL INFORMATION

Registration Statement and Statement of Additional Information

We have filed a registration statement under the Securities Act with the SEC on Form N-2, together with all amendments and related exhibits. The registration statement includes this prospectus along with additional information about us and our shares of common stock being offered by this prospectus, including an SAI. The SAI is incorporated by reference herein to this prospectus. For your reference, the Table of Contents of the SAI is as follows:


TABLE OF CONTENTS	SAI-1
INVESTMENT OBJECTIVE AND POLICIES	SAI-2
MANAGEMENT	SAI-6
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS	SAI-12
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	SAI-13
BROKERAGE ALLOCATION AND OTHER PRACTICES	SAI-14
REGULATION	SAI-14

Supplemental Sales Material

In addition to this prospectus, we intend to use supplemental sales material in connection with the offering of our shares, but only in permitted jurisdictions and only when accompanied by or preceded by the delivery of this prospectus, as supplemented. We will submit all supplemental sales materials to the SEC, or with FINRA as permitted by regulation, for review prior to distributing such materials. The supplemental sales material does not contain all of the information material to an investment decision and should only be reviewed after reading our prospectus. The sales materials expected to be used in permitted jurisdictions include:

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investor sales promotion brochures;

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cover letters transmitting the prospectus;

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brochures containing a summary description of the offering;

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fact sheets describing the general nature of our business and our investment objective;

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flyers describing our recent investments;

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broker updates;

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online investor presentations;

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third-party article reprints;

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website material;

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electronic media presentations; and

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client seminars and seminar advertisements and invitations.

All of the foregoing material will be prepared by CNL or its affiliates with the exception of any third-party article reprints. In certain jurisdictions, some or all of such sales materials may not be available. In addition, the sales material may contain certain quotes from various publications without obtaining the consent of the author or the publication for use of the quoted material in such sales materials.

We are offering shares in this offering only by means of this prospectus. Although we do not expect that the information contained in our supplemental sales materials will conflict with any of the information contained in this prospectus, as supplemented, the supplemental materials do not purport to be complete and should not be considered a part of or as incorporated by reference in the prospectus or the registration statement of which this prospectus is a part.

Reports to Shareholders

Within 45 days after the end of each fiscal quarter, we are required to file our quarterly report on Form 10-Q. Within 90 days after the end of each fiscal year, we are required to file our annual report on Form 10-K and then we will provide a copy of our annual report on Form 10-K to all shareholders of record as of the end of each fiscal year shortly after filing it with the SEC. We will also file with or submit to the SEC current reports on Form 8-K, proxy statements and other information meeting the informational requirements of the Exchange Act. These reports, including communications with shareholders, should not be considered a part of or as incorporated by reference in the prospectus, or the registration statement of which this prospectus is a part. You may inspect and copy these reports, proxy statements and other information, as well as the registration statement and related exhibits and schedules, at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549-0102. You may obtain information on the operation of the Public Reference Room by calling the SEC at (202) 551-8090. We maintain a website at www.corporatecapitaltrust.com and

intend to make all of our annual, quarterly and current reports, proxy statements and other publicly filed information available, free of charge, on or through our website. Information contained on our website is not incorporated into this prospectus, and you should not consider information on our website to be part of this prospectus. You may also obtain such information by contacting us in writing at Shareholder Services, Corporate Capital Trust, Inc., 450 S. Orange Ave., Orlando, FL 32801. The SEC maintains a website that contains reports, proxy and information statements and other information we file with the SEC at www.sec.gov. Copies of these reports, proxy and information statements and other information may also be obtained, 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 20549-0102.

Subject to availability, you may authorize us to provide prospectuses, prospectus supplements, annual reports and other information electronically by registering your attention at www.corporatecapitaltrust.com/gopaperless. Unless you elect to receive such documents and information electronically, they will be provided in paper form by U.S. mail. You must have Internet access to use electronic delivery. While we impose no additional charge for this service, there could be costs associated with electronic delivery, such as on-line access charges. In addition, all such documents and information may be accessed and printed from our website. As documents and information become available, if we have your e-mail address on record, we will notify you by sending you an e-mail message, which will include instructions on how to retrieve the document. If our e-mail notification is returned to us as “undeliverable,” we will contact you to obtain your updated e-mail address. If we are unable to obtain a valid e-mail address for you, we will resume sending paper copies by regular U.S. mail to your address of record. You may revoke your consent for electronic delivery at any time and we will resume sending you paper copies of all documents that we are required to provide to you. However, in order for us to be properly notified, your revocation must be given to us within a reasonable time before electronic delivery has commenced. We will provide you with paper copies at any time upon request. Such request will not constitute revocation of your consent to receive required documents electronically.

TAX MATTERS

The following is a summary of certain U.S. federal income tax consequences to a shareholder who purchases our common stock pursuant to this offering. This summary is subject to change by legislative or administrative action, and any change may be retroactive. The discussion does not purport to deal with all of the U.S. federal income tax consequences applicable to us, or which may be important to particular shareholders in light of their individual investment circumstances or to some types of shareholders subject to special tax rules, such as financial institutions, broker-dealers, insurance companies, tax-exempt organizations, partnerships or other pass-through entities, persons holding our common shares in connection with a hedging, straddle, conversion or other integrated transactions, persons engaged in a trade or business in the United States or persons who have ceased to be U.S. citizens or to be taxed as resident aliens or shareholders who contribute assets to us in exchange for our shares. This discussion assumes that the shareholders hold their common shares as capital assets for U.S. federal income tax purposes (generally, assets held for investment). No attempt is made to present a detailed explanation of all U.S. federal income tax aspects affecting us and our shareholders, and the discussion set forth herein does not constitute tax advice. No ruling has been or will be sought from the Internal Revenue Service, or the IRS, regarding any matter discussed herein. Tax counsel has not rendered any legal opinion regarding any tax consequences relating to us or our shareholders. Shareholders are urged to consult their own tax advisers to determine the U.S. federal, state, local, and foreign tax consequences of investing in our shares.

Taxation of our Company

Beginning with our taxable year ending December 31, 2011, we elected to be treated, and we intend to qualify annually, as a RIC under Subchapter M of the Code. To qualify as a RIC, we must: (a) derive in each taxable year at least 90% of our gross income from dividends, interest (including tax-exempt interest), payments with respect to certain securities loans, gains from the sale or other disposition of stock, securities or foreign currencies, other income (including but not limited to gain from options, futures and forward contracts) derived with respect to our business of investing in stock, securities or currencies, or net income derived from an interest in a “qualified publicly traded partnership,” or QPTP; and (b) diversify our holdings so that, at the end of each quarter of each taxable year: (i) at least 50% of the market value of our total assets is represented by cash and cash items, U.S. Government securities, the securities of other regulated investment companies, and other securities, with other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of our total assets and not more than 10% of the outstanding voting securities of such issuer (subject to the exception described below), and (ii) not more than 25% of the market value of our total assets is invested in the securities of any issuer (other than U.S. Government securities and the securities of other regulated investment companies), the securities of any two or more issuers that we control and that are determined to be engaged in the same business or similar or related trades or businesses, or the securities of one or more QPTPs. We may generate certain income that might not qualify as good income for purposes of the 90% annual gross income requirement described above. We will monitor our transactions to endeavor to prevent our disqualification as a RIC.

In addition, as a RIC, we must distribute to our shareholders, for each taxable year, at least 90% of our “investment company taxable income,” which is generally our net ordinary income plus the excess of realized net short-term capital gains over realized net long-term capital losses. In this prospectus, we refer to this distribution requirement as the Annual Distribution Requirement. A RIC can elect to treat as paid, during the taxable year, certain dividends actually paid by the RIC in the subsequent taxable year. Such dividends commonly are referred to as spillback dividends. This election affects only the tax treatment of the RIC. The shareholders generally are taxed on dividends in the year of actual distribution of such dividends. Any dividend declared by us in October, November or December of any calendar year, payable to shareholders of record on a specified date in such a month and actually paid during January of the following year, will be treated as if it had been received by our U.S. shareholders on December 31 of the year in which the dividend was declared.

As a RIC, in any fiscal year with respect to which we distribute at least 90% of the sum of our: (i) “investment company taxable income,” which includes, among other items, dividends, interest, the excess of any net realized short-term capital gains over net realized long-term capital losses, and other taxable income (other than any net capital gain), reduced by deductible expenses, determined without regard to the deduction for dividends and distributions paid and (ii) net tax exempt interest income (which is the excess of our gross tax exempt interest income over certain disallowed deductions), we (but not our shareholders) generally will not be subject to U.S. federal income tax on investment company taxable income and net capital gains distributed to our shareholders. We intend to distribute, in cash and/or our own shares, annually, all or substantially all of such income. To the extent that we retain our net capital gains for investment or any investment company taxable income, we will be subject to U.S. federal income tax. We may choose to retain our net capital gains for investment or any investment company taxable income, and pay the associated federal corporate income tax, including the federal excise tax described below.

We may retain some or all of its realized net long-term capital gains in excess of realized net short-term capital losses and designate the retained net capital gains as a “deemed distribution.” In that case, among other consequences, we will pay tax on the retained amount each U.S. shareholder will be required to include his, her, or its share of the deemed distribution in income as if it had been actually distributed to the U.S. shareholder, and the U.S. shareholders will be entitled to claim a credit equal to his, her, or its allocable share of the tax paid thereon by us. The amount of the deemed distribution net of such tax will be added to the U.S. shareholder’s cost basis for his, her or its common stock. Since we expect to pay tax on any retained net capital gains at our regular

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corporate tax rate, and since that rate is in excess of the maximum rate currently payable by individuals on long-term capital gains, the amount of tax that individual shareholders will be treated as having paid and for which they will receive a credit will exceed the tax they owe on the retained net capital gain. Such excess generally may be claimed as a credit against the U.S. shareholder’s other federal income tax obligations or may be refunded to the extent it exceeds a shareholder’s liability for federal income tax. A shareholder that is not subject to federal income tax or otherwise required to file a federal income tax return would be required to file a federal income tax return on the appropriate form to claim a refund with respect to the allocable share of the taxes that we have paid. For federal income tax purposes, the tax basis of shares owned by a shareholder will be increased by an amount equal to the excess of the amount of undistributed capital gains included in the shareholder’s gross income and the tax deemed paid by the shareholder as described in this paragraph. To utilize the deemed distribution approach, we must provide written notice to shareholders prior to the expiration of 60 days after the close of the relevant taxable year. We cannot treat any of its investment company taxable income as a “deemed distribution.” We may also make actual distributions to our shareholders of some or all of realized net long-term capital gains in excess of realized net short-term capital losses.

Amounts not distributed on a timely basis in accordance with a calendar year distribution requirement are subject to a nondeductible 4% U.S. federal excise tax payable by us. To avoid this tax, we must distribute (or be deemed to have distributed) during each calendar year an amount equal to the sum of:

(1)	at least 98% of our ordinary income (not taking into account any capital gains or losses) for the calendar year;

(2)	at least 98.2% of the amount by which our capital gains exceed our capital losses (adjusted for certain ordinary losses) for a one-year period generally ending on October 31 of the calendar year (unless an election is made by us to use our taxable year); and

(3)	certain undistributed amounts from previous years on which we paid no U.S. federal income tax.

While we intend to distribute any income and capital gains in the manner necessary to minimize imposition of the 4% federal excise tax, sufficient amounts of our taxable income and capital gains may not be distributed to avoid entirely the imposition of the tax. In that event, we will be liable for the tax only on the amount by which we do not meet the foregoing distribution requirement.

If, in any particular taxable year, we do not satisfy the Annual Distribution Requirement or otherwise were to fail to qualify as a RIC (for example, because we fail the 90% annual gross income requirement described above), all of our taxable income (including our net capital gains) will be subject to tax at regular corporate rates without any deduction for distributions to shareholders, and distributions generally will be taxable to the shareholders as ordinary dividends to the extent of our current and accumulated earnings and profits.

We may decide to be taxed as a regular corporation even if we would otherwise qualify as a RIC if we determine that treatment as a regular corporation for a particular year would be in our best interests.

Taxation of U.S. Shareholders

For purposes of this discussion, a “U.S. shareholder” is a holder or a beneficial holder of shares which is for U.S. federal income tax purposes: (1) a person who is a citizen or resident of the U.S., (2) a domestic corporation (or other entity taxable as a corporation for U.S. federal income tax purposes), (3) an estate whose income is subject to U.S. federal income tax regardless of its source, or (4) a trust if: (a) a U.S. court is able to exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust or (b) the trust has in effect a valid election to be treated as a domestic trust for U.S. federal income tax purposes. If a partnership or other entity classified as a partnership for U.S. tax purposes holds the shares, the tax treatment of the partnership and each partner generally will depend on the activities of the partnership and the activities of the partner. Partnerships acquiring shares, and partners in such partnerships, should consult their own tax advisors. Prospective investors that are not U.S. shareholders are urged to consult their own tax advisors with respect to the U.S. federal income tax consequences of an investment in our shares, including the potential application of U.S. withholding taxes.

Distributions we pay to our shareholders from our ordinary income or from an excess of net realized short-term capital gains over net realized long-term capital losses, which together we refer to in this prospectus as “ordinary income dividends,” are generally taxable to you as ordinary income to the extent of our earnings and profits. Due to our expected investments, in general, distributions will not be eligible for the dividends received deduction allowed to corporate shareholders and will not qualify for the reduced rates of tax for qualified dividend income allowed to individuals. Distributions made to you from an excess of net realized long-term capital gains over net realized short-term capital losses, which we refer to in this prospectus as “capital gain dividends,” including capital gain dividends credited to you but retained by us, are taxable to you as long-term capital gains if they have been properly designated by us, regardless of the length of time you have owned our shares. Distributions in excess of our earnings and profits will first reduce the adjusted tax basis of your shares and, after the adjusted tax basis is reduced to zero, will constitute capital gains to you (assuming the shares are held as a capital asset). The reduction in the tax basis of shares by the amount of any return of capital distributions, which will generally result in an increase in the amount of any taxable gain (or a reduction in any deductible loss) on the sale of shares. Generally, you will be provided with a written notice designating the amount of any ordinary income dividends and capital gain dividends or other distributions as promptly as practicable after the close of the taxable year.

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In the event that we retain any net capital gains, we may designate the retained amounts as undistributed capital gains in a notice to our shareholders. If a designation is made, shareholders would include in income, as long-term capital gains, their proportionate share of the undistributed amounts, but would be allowed a credit or refund, as the case may be, for their proportionate share of the corporate tax paid by us. In addition, the tax basis of shares owned by a U.S. shareholder would be increased by an amount equal to the difference between: (i) the amount included in the U.S. shareholder’s income as long-term capital gains and (ii) the U.S. shareholder’s proportionate share of the corporate tax paid by us.

If, in January of any year, we pay our shareholders a dividend that was declared during the final calendar quarter of the preceding year to our shareholders of record as of a specified date in such calendar quarter, then the dividend will be treated for tax purposes as being paid by us and received by our shareholders on December 31 of such preceding year ( i.e., the year in which the dividend was declared). Dividends and other taxable distributions are taxable to our shareholders even if they are reinvested in additional shares of our common stock. In addition, to the extent that a shareholder purchases additional shares within the Distribution Reinvestment Plan at a discount to fair market value of the shares, the shareholder will be treated for tax purposes as having received an additional distribution equal to the amount of the purchase price discount. A shareholder designating a distribution for reinvestment will be taxed on the amount of such distribution as ordinary income to the extent such distribution is from current or accumulated earnings and profits, unless we have designated all or a portion of the distribution as a capital gain dividend or as a return of capital. In that event, such designated portion of the distribution will be taxed as long-term capital gain or as a return of capital, respectively. Any stock received in a purchase under our Distribution Reinvestment Plan will have a holding period for tax purposes commencing on the day following the day on which shares are credited to your account. If you are purchasing our shares pursuant to a volume discount or any other reduction in selling commissions or other fees, as set forth elsewhere in this prospectus, you should consult with your own tax advisor before electing to participate in the Distribution Reinvestment Plan.

A U.S. shareholder will realize gain or loss on the sale or exchange of our common shares in an amount equal to the difference between the U.S. shareholder’s adjusted basis in the shares sold or exchanged and the amount realized on their disposition. Generally, a gain or loss recognized by a U.S. shareholder on the sale or other disposition of our common shares will result in capital gain or loss to such shareholder, and will be a long-term capital gain or loss if the shares have been held for more than one year at the time of sale. Any loss realized by a shareholder upon the sale or exchange of our shares held for six months or less will be treated as a long-term capital loss to the extent of any capital gain dividends received (including amounts credited as an undistributed capital gain dividend) by such shareholder. A loss realized on a sale or exchange of our shares will be disallowed if other substantially identical shares are acquired (whether through the automatic reinvestment of dividends or otherwise) within a 61-day period beginning 30 days before and ending 30 days after the date that the shares are disposed of. In this case, the basis of the shares acquired will be adjusted to reflect the disallowed loss. Present law taxes both long-term and short-term capital gains of corporations at the rates applicable to ordinary income.

Federal law will require us to report our shareholders’ cost basis, gain/loss, and holding period to the IRS on Form 1099s when “covered” securities are sold. For purposes of these reporting requirements, all of our shares acquired by non-tax exempt shareholders, including those acquired through our Distribution Reinvestment Plan, will be considered covered securities. We have chosen FIFO (first-in, first-out) as our standing (default) tax lot identification method for all shareholders. A tax lot identification method is the way we will determine which specific shares are deemed to be sold when there are multiple purchases on different dates at differing transaction prices, and the entire position is not sold at one time. Our standing tax lot identification method is the method covered securities will be reported on your Form 1099 if you do not select a specific tax lot identification method. You may choose a method different than our standing method and will be able to do so from the time you are admitted as a shareholder up through and until the sale of the covered securities. For those securities defined as “covered” under current IRS cost basis tax reporting regulations, we are responsible for maintaining accurate cost basis and tax lot information for tax reporting purposes. We are not responsible for the reliability or accuracy of the information for those securities that are not “covered.” We encourage you to refer to the appropriate IRS regulations or consult your tax advisor with regard to your personal circumstances and any decisions you may make with respect to choosing a tax lot identification method.

As required by the Internal Revenue Code, we will send each of our U.S. shareholders, as promptly as possible after the end of each calendar year, a notice detailing the amounts includible in such U.S. shareholder’s taxable income for such year as ordinary income and as long-term capital gain. In addition, the federal tax status of each year’s distributions generally will be reported to the IRS (including the amount of dividends, if any, eligible for the “qualified dividend income” rate). Distributions may also be subject to additional state, local and foreign taxes depending on a U.S. shareholder’s particular situation. Dividends distributed by us generally will not be eligible for the corporate dividends received deduction.

We may be required to withhold federal income tax, which we refer to in this prospectus as backup withholding, from all taxable distributions to any non-corporate U.S. shareholder: (1) who fails to furnish us with a correct taxpayer identification number or a certificate that such shareholder is exempt from backup withholding or (2) with respect to whom the IRS notifies us that such shareholder has failed to properly report certain interest and dividend income to the IRS and to respond to notices to that effect. An individual’s taxpayer identification number is typically his or her social security number. Any amount withheld under backup withholding is allowed as a credit against the U.S. shareholder’s federal income tax liability, provided that proper information is provided to the IRS.

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Shareholders should consult their own tax advisors with respect to the U.S. federal income tax and withholding tax, and state, local, and foreign tax consequences of an investment in our shares.

We will only sell securities to investors that disclose (1) a U.S. address and (2) a U.S. social security number or tax identification number.

Company Investments

Certain of our investment practices are subject to special and complex U.S. federal income tax provisions that may: (i) disallow, suspend, or otherwise limit the allowance of certain losses or deductions, including the dividends received deduction, (ii) convert lower taxed long-term capital gains and qualified dividend income into higher taxed short-term capital gains or ordinary income, (iii) convert ordinary loss or a deduction into capital loss (the deductibility of which is more limited), (iv) cause us to recognize income or gain without a corresponding receipt of cash, (v) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (vi) adversely alter the characterization of certain complex financial transactions, and (vii) produce income that will not qualify as good income for purposes of the 90% annual gross income requirement described above. We will monitor our transactions and may decide to make certain tax elections, may be required to borrow money, or may be required to dispose of securities to mitigate the effect of these rules and prevent disqualification of us as a RIC.

Investments we make in securities issued at a discount or providing for deferred interest or paid-in-kind interest are subject to special tax rules that will affect the amount, timing, and character of distributions to our shareholders. For example, with respect to securities issued at a discount, we will generally be required to accrue daily, as income, a portion of the discount and to distribute such income each year to maintain our qualification as a RIC and to avoid U.S. federal income and excise taxes. Since in certain circumstances we may recognize income before or without receiving cash representing such income, we may have difficulty making distributions in the amounts necessary to satisfy the requirements for maintaining RIC status and for avoiding U.S. federal income and excise taxes. Accordingly, we may have to sell some of our investments at times we would not consider advantageous, raise additional debt or equity capital, distribute our own shares, or reduce new investment originations to meet these distribution requirements. If we are not able to obtain cash from other sources, we may fail to qualify as a RIC and thereby be subject to corporate-level income tax.

In the event we invest in foreign securities, we may be subject to withholding and other foreign taxes with respect to those securities. We do not expect to satisfy the requirement to pass through to our shareholders their share of the foreign taxes paid by us.

We may invest in non-U.S. corporations (or other non-U.S. entities treated as corporations for U.S. federal income tax purposes). Thus, it is possible that one or more such entities in which we invest could be treated under the Code and the U.S. Treasury regulations as a “passive foreign investment company” or a “controlled foreign corporation.” The rules relating to investment in these types of non-U.S. entities are designed to ensure that U.S. taxpayers are either, in effect, taxed currently (or on an accelerated basis with respect to corporate level events) or taxed at increased tax rates at distribution or disposition. In certain circumstances this could require us to recognize income where we do not receive a corresponding payment in cash and make distributions with respect to such income in order to maintain our status as a RIC. Under such circumstances, we may have difficulty meeting the Annual Distribution Requirement necessary to maintain RIC tax treatment under the Code. Under certain circumstances an investment in a passive investment company could result in a tax to our company and/or an increase in the amount of taxable distributions by our company.

103

LEGAL MATTERS

Certain legal matters regarding the shares of common stock offered hereby have been passed upon for us by Arnold & Porter LLP.

EXPERTS

The consolidated financial statements of Corporate Capital Trust, Inc. and its subsidiaries for the year ended December 31, 2012 and for the year ended December 31, 2011 included in the Prospectus, and the supplemental information on senior securities as of December 31, 2012 included elsewhere in the Registration Statement have been audited by Deloitte & Touche LLP, independent registered public accounting firm, as stated in their reports appearing herein and elsewhere in the Registration Statement. These financial statements and the supplemental information on senior securities are included in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.

SHAREHOLDER PRIVACY NOTICE

We collect nonpublic personal information about our shareholders in the ordinary course of establishing and servicing their accounts. Nonpublic personal information means personally identifiable financial information that is not publicly available and any list, description, or other grouping of shareholders that is derived using such information. For example, it includes a shareholder’s address, social security number, account balance, income, investment activity, and bank account information. We collect this information from the following sources:

●

account applications or other required forms, correspondence (written or electronic), or from telephone contacts with customers inquiring about us;

●

transaction history of a shareholder’s account; and

●

service providers.

We do not disclose nonpublic personal information about you or your account(s) to anyone without your consent other than to:

●

Our service providers, including our Advisors, as necessary for the servicing of your account. Our service providers in turn have an obligation to protect the confidentiality of your personal information.

●

Companies that may perform marketing services on our behalf or pursuant to joint marketing agreements. These marketing companies also have an obligation to protect confidential information.

●

Government officials or other persons unaffiliated with us, to the extent required by federal or Maryland law or our articles of incorporation, including in accordance with subpoenas, court orders, and requests from government regulators.

If you decide to close your account(s), we will continue to adhere to the practices described in this notice.

If you invest in our common stock through a financial intermediary, such as a broker-dealer, bank or trust company, the privacy policy of your financial intermediary will govern how your nonpublic personal information will be shared with other parties.

We maintain physical, electronic, and procedural safeguards to protect your nonpublic personal information.

104

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of

Corporate Capital Trust, Inc.:

We have audited the accompanying consolidated statements of assets and liabilities of Corporate Capital Trust, Inc. and subsidiaries (the “Company”), including the consolidated schedules of investments, as of December 31, 2012 and 2011, and the related consolidated statements of operations, changes in net assets, and cash flows for the years ended December 31, 2012 and 2011, and the period from June 9, 2010 (inception) to December 31, 2010, and the consolidated financial highlights for the year ended December 31, 2012 and the period from June 17, 2011 (commencement of operations) to December 31, 2011. These financial statements and financial highlights are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2012 and 2011, by correspondence with the custodians, or loan agents; where replies were not received we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements and consolidated financial highlights referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2012 and 2011, and the results of its operations, changes in its net assets, and its cash flows for the years ended December 31, 2012 and 2011 and the period from June 9, 2010 (inception) to December 31, 2010, and the financial highlights for the year ended December 31, 2012 and the period from June 17, 2011 (commencement of operations) to December 31, 2011, in conformity with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

San Francisco, California

March 18, 2013

F-1

Corporate Capital Trust, Inc. and Subsidiaries

Consolidated Statements of Assets and Liabilities

	December 31, 2012				December 31, 2011
Assets
Investments at fair value (amortized cost of $704,629,567 and $113,825,998)		$	710,870,599		$	114,304,509
Cash			306,459			—
Cash collateral on deposit with custodian			87,974,019			—
Dividends and interest receivable			9,258,404			1,055,807
Receivable for investments sold			37,704,165			—
Principal receivable			462,407			59,399
Unrealized appreciation on derivative instruments			1,357,886			—
Receivable from advisors			—			564,756
Deferred offering expense			2,146,007			—
Prepaid and deferred expenses			244,130			238,808
Total assets		$	850,324,076		$	116,223,279
Liabilities
Revolving credit facility		$	159,620,000		$	25,340,000
Payable for investments purchased			72,435,184			24,714,313
Unrealized depreciation on derivative instruments			155,568			—
Accrued performance-based incentive fees			2,087,073			282,570
Accrued investment advisory fees			1,434,712			160,679
Accrued reimbursement of expense support			1,829,749			—
Shareholders' distributions payable			—			398,637
Other accrued expenses and liabilities			1,277,976			164,351
Total liabilities			238,840,262			51,060,550
Net Assets
Common stock, $0.001 par value per share, 1,000,000,000 shares authorized, 62,728,439
and 7,073,166 shares issued and outstanding at December 31, 2012 and December 31, 2011, respectively			62,728			7,073
Paid-in capital in excess of par value			607,351,000			64,626,198
Undistributed (distributions in excess of) net investment income			(3,374,805	)		5,956
Accumulated net unrealized appreciation on investments,
derivative instruments and foreign currency translation			7,444,891			523,502
Net assets		$	611,483,814		$	65,162,729
Net asset value per share		$	9.75		$	9.21

See notes to consolidated financial statements.

F-2

Corporate Capital Trust, Inc. and Subsidiaries

Consolidated Statements of Operations

							Period from
							June 9, 2010
	Year ended						(inception) to
	December 31, 2012			December 31, 2011			December 31, 2010
Investment income
Interest income	$	34,209,926		$	955,830		$	—
Fee income		1,269,301			—			—
Dividend income		103,253			3,056			—
Total investment income		35,582,480			958,886			—
Operating expenses
Investment advisory fees		9,193,161			347,428			—
Interest expense		2,873,729			85,944			—
Performance-based incentive fees		1,981,350			282,570			—
Offering expense		1,208,772			—			—
Professional services		1,092,349			233,268			—
Administrative services		1,061,111			183,918			—
Organization expenses		896,218			—			—
Custodian and accounting fees		202,414			114,875			—
Director fees and expenses		180,475			82,025			—
Other		961,577			151,287			—
Total operating expenses		19,651,156			1,481,315			—
Reimbursement of expense support		1,829,749			—			—
Expense support		(1,590,221	)		(1,375,592	)		—
Net expenses		19,890,684			105,723			—
Net investment income		15,691,796			853,163			—
Realized and unrealized gain (loss):
Net realized gain on investments		3,479,314			5,113			—
Net realized loss on derivative instruments		(432,972	)		—			—
Net realized loss on foreign currency transactions		(5,960	)		—			—
Net change in unrealized appreciation on investments		5,762,521			478,511			—
Net change in unrealized appreciation on derivative
instruments		1,202,318			—			—
Net change in unrealized appreciation (depreciation)
on foreign currency translation		(43,450	)		44,991			—
Net realized and unrealized gain		9,961,771			528,615			—

Net increase in net assets resulting from operations	$	25,653,567		$	1,381,778		$	—
Net Investment Income Per Share	$	0.50		$	0.67		$	—
Diluted and Basic Earnings Per Share	$	0.82		$	1.09		$	—
Weighted Average Shares Outstanding		31,394,766			1,269,117			22,222
Dividends Declared Per Share	$	0.76		$	0.37		$	—

See notes to consolidated financial statements.

F-3

Corporate Capital Trust, Inc. and Subsidiaries

Consolidated Statements of Changes in Net Assets

							Period from
							June 9, 2010
	Year ended						(inception) to
	December 31, 2012			December 31, 2011			December 31, 2010
Operations
Net investment income	$	15,691,796		$	853,163		$	—
Net realized gain on investments and foreign currency transactions		3,040,382			5,113			—
Net change in unrealized appreciation (depreciation) on investments,
derivative instruments and foreign currency translation		6,921,389			523,502			—
Net increase in net assets resulting from operations		25,653,567			1,381,778			—
Distributions to shareholders from
Net investment income		(15,697,752	)		(853,163	)		—
Realized gains		(3,040,382	)		(2,507	)		—
Other sources		(4,583,720	)		—			—
Net decrease in net assets resulting from shareholders distributions		(23,321,854	)		(855,670	)		—
Capital share transactions
Issuance of shares of common stock		532,863,358			64,170,724			200,000
Reinvestment of shareholder distributions		11,832,449			265,897			—
Repurchase of shares of common stock		(706,435	)		—			—
Net increase in net assets resulting from capital share transactions		543,989,372			64,436,621			200,000
Total increase in net assets		546,321,085			64,962,729			200,000
Net assets at beginning of year/period		65,162,729			200,000			—
Net assets at end of year/period	$	611,483,814		$	65,162,729		$	200,000
Capital share activity
Shares issued from subscriptions		54,520,455			7,021,920			22,222
Shares issued from reinvestment of distributions		1,207,704			29,024			—
Shares repurchased		(72,886	)		—			—
Net increase in shares outstanding		55,655,273			7,050,944			22,222
Undistributed (distributions in excess of) net investment income
at end of year/period	$	(3,374,805	)	$	5,956		$	—

See notes to consolidated financial statements.

F-4

Corporate Capital Trust, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

							Period from
							9-Jun-2010
	For the year ended						(inception) to
	December 31, 2012			December 31, 2011			December 31, 2010

Operating Activities:
Net increase in net assets resulting from operations	$	25,653,567		$	1,381,778		$	—
Adjustments to reconcile net increase in net assets resulting from operations to net
cash used in operating activities:
Purchases of investments		(991,951,587	)		(106,811,148	)		—
Increase in payable for investments purchased		47,659,733			24,759,304			—
Paid-in-kind interest		(270,090	)		—
Proceeds from sales of investments		358,597,920			481,516			—
Proceeds from principal payments		51,931,990			294,863			—
Net realized (gain) loss on investments		(3,479,314	)		(5,113	)		—
Net change in unrealized appreciation on investments		(5,762,521	)		(478,511	)		—
Net change in unrealized appreciation on derivative instruments		(1,202,318	)		—			—
Net change in unrealized depreciation on foreign currency translation		43,450			(44,991	)		—
Amortization of premium/discount - net		(145,072	)		44,756			—
Amortization of deferred financing cost		152,315			—			—
Increase in short-term investments, net		(5,487,416	)		(7,714,752	)		—
Increase in cash collateral on deposit with custodian		(87,974,019	)		—			—
Increase in dividend and interest receivable		(8,184,909	)		(1,055,807	)		—
Increase in receivable for investments sold		(37,704,165	)		—			—
Increase in principal receivable		(403,008	)		(59,399	)		—
Decrease in receivable from advisors		564,756			(564,756	)		—
Increase in other assets		(2,155,047	)		(110,123	)		—
Increase in accrued investment advisory fees		1,274,033			160,679			—
Increase in accrued performance-based incentive fees		1,804,503			282,570			—
Increase in other liabilities		2,943,374			152,351			—
Net cash used in operating activities		(654,093,825	)		(89,286,783	)		—

Financing Activities:
Proceeds from issuance of shares of common stock		532,863,358			64,170,724			200,000
Payment on repurchase of shares of common stock		(706,435	)		—			—
Distributions paid		(11,888,042	)		(191,136	)		—
Borrowings under credit facility		189,000,000			25,340,000			—
Repayments of credit facility		(54,720,000	)		—			—
Deferred financing costs paid		(148,597	)		(232,805	)		—
Net cash provided by financing activities		654,400,284			89,086,783			200,000
Net increase (decrease) in cash		306,459			(200,000	)		—
Cash, beginning of period		—			200,000			200,000
Cash, end of period	$	306,459		$	—		$	200,000


Supplemental disclosure of cash flow information and non-cash financing
activities:
Cash paid during period for:
Interest	$	2,482,446		$	27,795		$	—
Dividend distributions reinvested	$	11,832,449		$	265,897		$	—

See notes to consolidated financial statements.

F-5

Corporate Capital Trust, Inc. and Subsidiaries

Consolidated Schedule of Investments

As of December 31, 2012

Company (a)	Industry (n)	Investments	Interest Rate	EURIBOR/ LIBOR Floor	Maturity Date	No. Shares/ Principal Amount (b)		Cost (c)			Fair Value		% of Net Assets
Non-Control/Non-Affiliate Investments(d)—114.1%
AdvancePierre Foods, Inc.	Food, Beverage & Tobacco	Senior Debt(e)	L + 450	1.25%	7/10/2017	$	3,938,004	$	3,909,668		$	3,987,230	0.6%
Allen Systems Group, Inc.	Software & Services	Senior Debt(e)(f)	10.50%		11/15/2016		106,000		66,130			78,440	0.0%
Alliance Laundry Systems, LLC	Capital Goods	Senior Debt(e)	L + 425	1.25%	12/10/2018		3,553,052		3,535,505			3,588,582	0.6%
Ally Financial, Inc.	Banks	Preferred Stocks(g)					118,908		2,996,482			3,123,713	0.5%
		Preferred Stocks(g)					69,800		1,804,330			1,860,170	0.3%
									4,800,812			4,983,883	0.8%
Altisource Solutions (LU)(h)	Real Estate	Senior Debt(e)(g)	L+ 450	1.25%	11/27/2019		7,545,192		7,470,313			7,582,918	1.2%
American Gaming Systems, LLC	Consumer Services	Senior Debt(i)	L + 1000	1.50%	8/15/2016		11,974,375		11,523,790			11,974,375	2.0%
		Senior Debt(i)	L + 1000	1.50%	8/15/2016		780,938		(28,850	)		—	0.0%
		Senior Debt(i)(j)	L + 1000	1.50%	8/15/2016		780,938		752,433			780,938	0.1%
									12,247,373			12,755,313	2.1%
American Rock Salt Co., LLC	Materials	Senior Debt(e)	L + 425	1.25%	4/25/2017		8,485,587		8,151,298			8,398,355	1.4%
Amkor Technologies, Inc.	Semiconductors & Semiconductor Equipment	Subordinated Debt(e)(g)	7.38%		5/1/2018		213,000		210,801			220,455	0.0%
Amsurg Corp.	Health Care Equipment & Services	Subordinated Debt(e)(f)(g)	5.63%		11/30/2020		943,000		943,000			980,720	0.2%
Aramark Corp.	Commercial & Professional Services	Subordinated Debt(e)	8.50%		2/1/2015		2,836,000		2,896,962			2,850,208	0.5%
Ardagh Packaging Holdings, Ltd. (IE)(h)	Capital Goods	Senior Debt(e)(f)(g)	7.38%		10/15/2017		100,000		100,409			108,750	0.0%
Aspect Software, Inc.	Technology Hardware & Equipment	Senior Debt(e)	L + 525	1.75%	5/7/2016		4,360,693		4,358,808			4,393,398	0.7%
	Technology Hardware & Equipment	Senior Debt(e)	10.63%		5/15/2017		9,009,000		9,484,716			8,153,145	1.3%
									13,843,524			12,546,543	2.0%
Aspen Dental Management, Inc.	Health Care Equipment & Services	Senior Debt(e)	L + 550	1.50%	10/6/2016		6,115,182		6,048,762			5,839,999	0.9%
Asset Acceptance Capital Corp.	Diversified Financials	Senior Debt(g)(i)	L + 725	1.50%	11/14/2017		918,991		896,692			929,894	0.2%
AssuraMed Holding, Inc.	Health Care Equipment & Services	Senior Debt(e)	L + 800	1.25%	4/24/2020		5,147,021		5,045,289			5,206,536	0.8%

See notes to consolidated financial statements.

F-6

Corporate Capital Trust, Inc. and Subsidiaries

Consolidated Schedule of Investments (continued)

As of December 31, 2012

Company (a)	Industry (n)	Investments	Interest Rate	EURIBOR/ LIBOR Floor	Maturity Date	No. Shares/ Principal Amount (b)		Cost (c)		Fair Value		% of Net Assets
Asurion, LLC	Software & Services	Senior Debt(e)	L + 400	1.50%	5/24/2018	$	3,285,425	$	3,241,516	$	3,323,421	0.5%
		Senior Debt(e)	L + 750	1.50%	5/24/2019		396,303		396,303		409,074	0.1%
									3,637,819		3,732,495	0.6%
Avaya, Inc.	Technology Hardware & Equipment	Senior Debt(e)(f)	7.00%		4/1/2019		14,555,000		13,662,021		13,608,925	2.2%
Bill Barrett Corp.	Energy	Subordinated Debt(e)(g)	7.63%		10/1/2019		251,000		256,692		264,805	0.0%
BNY ConvergEX Group, LLC	Diversified Financials	Senior Debt(e)(g)	L + 375	1.50%	12/19/2016		109,585		108,431		106,024	0.0%
		Senior Debt(e)(g)	L + 375	1.50%	12/19/2016		241,455		238,911		233,608	0.0%
		Senior Debt(e)(g)(i)	L + 700	1.75%	12/17/2017		1,386,716		1,380,562		1,306,980	0.2%
		Senior Debt(e)(g)(i)	L + 700	1.75%	12/17/2017		581,872		579,290		548,415	0.1%
									2,307,194		2,195,027	0.3%
Bright Horizons Family Solutions, Inc.	Consumer Services	Senior Debt(i)	L + 425	1.00%	5/23/2017		1,003,991		999,465		1,014,031	0.2%
Building Materials Corporation of America	Capital Goods	Subordinated Debt(e)(f)	6.75%		5/1/2021		41,000		44,058		45,305	0.0%
Caesars Entertainment Operating Co., Inc.	Consumer Services	Senior Debt(e)(g)	11.25%		6/1/2017		1,023,000		1,074,569		1,095,889	0.2%
Catalina Marketing Corp.	Media	Senior Debt(e)	L + 550		9/29/2017		8,431,567		8,356,238		8,465,841	1.4%
		Subordinated Debt(e)(f)	10.50%		10/1/2015		20,436,255		20,405,415		20,691,708	3.4%
									28,761,653		29,157,549	4.8%
CDW Corp.	Technology Hardware & Equipment	Subordinated Debt(e)	12.54%		10/12/2017		12,626,000		13,510,212		13,494,037	2.2%
Celanese US Holdings, LLC	Materials	Subordinated Debt(e)(g)	4.63%		11/15/2022		2,900,000		2,900,000		3,037,750	0.5%
Cemex Espana S.A. (ES)(h)	Materials	Senior Debt(e)(g)(j)(EUR)	E + 500		2/14/2017	€	928,806		1,112,127		1,173,874	0.2%
Cemex Finance, LLC	Materials	Senior Debt(e)(f)(g)	9.38%		10/12/2022	$	825,000		825,000		928,125	0.1%
Cemex Finance Europe BV	Materials	Subordinated Debt(g)	4.75%		3/5/2014	€	419,000		480,548		565,503	0.1%
Cemex Materials, LLC	Materials	Subordinated Debt(e)(f)	7.70%		7/21/2025	$	12,670,000		11,742,203		12,828,375	2.1%
Cemex S.A.B. de C.V. (MX)(h)	Materials	Senior Debt(e)(g)(j)	L + 525		2/14/2017		3,441,100		3,191,620		3,294,853	0.5%
Cengage Learning Acquisitions, Inc.	Media	Senior Debt(e)(f)	11.50%		4/15/2020		14,622,000		15,000,475		12,611,475	2.1%

See notes to consolidated financial statements.

F-7

Corporate Capital Trust, Inc. and Subsidiaries

Consolidated Schedule of Investments (continued)

As of December 31, 2012

Company (a)	Industry (n)	Investments	Interest Rate	EURIBOR/ LIBOR Floor	Maturity Date	No. Shares/ Principal Amount (b)			Cost (c)		Fair Value	% of Net Assets
Ceridian Corp.	Commercial & Professional Services	Senior Debt(e)	L + 575		5/9/2017	$	11,345,455	$	11,320,689	$	11,359,637	1.9%
	Commercial & Professional Services	Senior Debt(e)(f)	8.88%		7/15/2019		2,123,000		2,123,000		2,303,455	0.4%
									13,443,689		13,663,092	2.3%
CHG Companies, Inc.	Health Care Equipment & Services	Senior Debt(e)(j)	L + 375	1.25%	11/19/2019		3,072,501		3,042,000		3,077,617	0.5%
	Health Care Equipment & Services	Senior Debt(e)(j)	L + 775	1.25%	11/19/2020		6,662,554		6,530,148		6,708,359	1.1%
									9,572,148		9,785,976	1.6%
Clear Channel Worldwide Holdings, Inc.	Media	Subordinated Debt(e)(g)	7.63%		3/15/2020		1,857,000		1,798,731		1,870,927	0.3%
ClubCorp Club Operations, Inc.	Consumer Services	Senior Debt(e)	L + 375	1.50%	11/30/2016		135,707		129,525		137,745	0.0%
CNO Financial Group, Inc.	Insurance	Senior Debt(e)(f)(g)	6.38%		10/1/2020		1,092,000		1,130,752		1,135,680	0.2%
Commscope, Inc.	Technology Hardware & Equipment	Subordinated Debt(e)(f)	8.25%		1/15/2019		632,000		665,688		692,040	0.1%
Continental Airlines, Inc.	Transportation	Senior Debt(e)(g)	7.34%		4/19/2014		267,469		269,827		275,493	0.0%
CRC Health Corp.	Health Care Equipment & Services	Senior Debt(e)	L + 450		11/16/2015		1,199,199		1,145,033		1,160,225	0.2%
	Health Care Equipment & Services	Subordinated Debt(e)	10.75%		2/1/2016		1,114,000		1,075,056		1,086,150	0.2%
									2,220,089		2,246,375	0.4%
Cunningham Lindsey U.S., Inc.	Insurance	Senior Debt(e)	L + 375	1.25%	12/10/2019		4,616,499		4,570,570		4,656,894	0.8%
		Senior Debt(e)	L + 800	1.25%	6/10/2020		6,642,736		6,576,851		6,808,804	1.1%
									11,147,421		11,465,698	1.9%
Data Device Corp.	Capital Goods	Senior Debt(e)	L + 600	1.50%	7/11/2018		7,895,679		7,750,227		7,875,940	1.3%
		Senior Debt(i)	L + 1000	1.50%	7/11/2019		8,000,000		7,847,290		7,840,000	1.3%
									15,597,517		15,715,940	2.6%
Datatel, Inc.	Software & Services	Senior Debt(e)	L + 500	1.25%	7/19/2018		393,711		388,439		399,322	0.1%
David's Bridal, Inc.	Retailing	Senior Debt(e)	L + 375	1.25%	10/11/2019		2,196,294		2,174,957		2,204,991	0.4%
DJO Finance, LLC	Health Care Equipment & Services	Senior Debt(e)	L + 500	1.25%	9/15/2017		1,974,614		1,976,879		1,990,243	0.3%
	Health Care Equipment & Services	Senior Debt(e)(f)	8.75%		3/15/2018		8,188,000		8,638,609		8,945,390	1.5%
									10,615,488		10,935,633	1.8%
DuPont Fabros Technology, LP	Real Estate	Subordinated Debt(e)(g)	8.50%		12/15/2017		100,000		105,687		109,250	0.0%

See notes to consolidated financial statements.

F-8

Corporate Capital Trust, Inc. and Subsidiaries

Consolidated Schedule of Investments (continued)

As of December 31, 2012

Company (a)	Industry (n)	Investments	Interest Rate	EURIBOR/ LIBOR Floor	Maturity Date	No. Shares/ Principal Amount (b)			Cost (c)		Fair Value	% of Net Assets
E*Trade Financial Corp.	Diversified Financials	Subordinated Debt(e)(g)	6.75%		6/1/2016	$	10,000	$	10,548	$	10,525	0.0%
Easton-Bell Sports, Inc.	Consumer Durables & Apparel	Senior Debt(e)	9.75%		12/1/2016		1,190,000		1,260,844		1,279,369	0.2%
Education Management, LLC	Consumer Services	Senior Debt(e)(g)	L + 700	1.25%	3/30/2018		7,078,341		6,890,723		5,919,263	1.0%
		Subordinated Debt(e)(g)	8.75%		6/1/2014		5,818,000		5,658,279		4,668,945	0.8%
									12,549,002		10,588,208	1.8%
Express, LLC / Express Finance Corp.	Retailing	Subordinated Debt(e)(g)	8.75%		3/1/2018		707,000		764,744		765,328	0.1%
Fage Dairy Industry, SA	Food, Beverage & Tobacco	Subordinated Debt(e)(f)(g)	9.88%		2/1/2020		22,000		22,220		23,375	0.0%
Fidelity National Information Services, Inc.	Software & Services	Subordinated Debt(e)(g)	5.00%		3/15/2022		26,000		27,817		27,885	0.0%
		Subordinated Debt(e)(g)	7.88%		7/15/2020		114,000		122,352		128,963	0.0%
									150,169		156,848	0.0%
Fifth & Pacific Companies, Inc.	Consumer Durables & Apparel	Senior Debt(e)(f)(g)	10.50%		4/15/2019		1,735,000		1,848,140		1,921,512	0.3%
FleetPride Corp.	Capital Goods	Senior Debt(e)	L + 400	1.25%	11/20/2019		587,783		577,559		589,896	0.1%
Freedom Group	Consumer Durables & Apparel	Senior Debt(e)	L + 425	1.25%	4/19/2019		991,786		987,087		969,471	0.2%
	Consumer Durables & Apparel	Senior Debt(e)(f)	7.88%		5/1/2020		2,667,000		2,869,583		2,747,010	0.4%
									3,856,670		3,716,481	0.6%
FTI Consulting, Inc.	Diversified Financials	Subordinated Debt(e)(f)(g)	6.00%		11/15/2022		2,869,000		2,869,000		2,983,760	0.5%
GCI, Inc.	Telecommunication Services	Subordinated Debt(e)	8.63%		11/15/2019		8,575,000		9,102,913		9,110,937	1.5%
Genesys Telecommunications Laboratories, Inc.	Software & Services	Common Stocks*(i)					448,908		448,908		453,397	0.1%
		Subordinated Debt(i)(EUR)	12.50%		1/31/2020	€	2,044,000		2,630,959		2,765,429	0.5%
									3,079,867		3,218,826	0.6%
Good Sam Enterprises, LLC	Media	Senior Debt(e)	11.50%		12/1/2016	$	12,224,000		12,629,848		13,079,680	2.1%
Great Lakes Dredge & Dock Corp.	Capital Goods	Subordinated Debt(e)(g)	7.38%		2/1/2019		782,000		802,077		838,695	0.1%
Guitar Center, Inc.	Retailing	Senior Debt(e)	L + 350		4/9/2017		12,249,203		11,485,884		11,848,042	2.0%

See notes to consolidated financial statements.

F-9

Corporate Capital Trust, Inc. and Subsidiaries

Consolidated Schedule of Investments (continued)

As of December 31, 2012

Company (a)	Industry (n)	Investments	Interest Rate	EURIBOR/ LIBOR Floor	Maturity Date	No. Shares/ Principal Amount (b)			Cost (c)		Fair Value	% of Net Assets
Hamilton Sundstrand Industrial (LU)(h)	Capital Goods	Senior Debt(e)(j)	L + 375	1.25%	12/13/2019	$	1,708,186	$	1,691,104	$	1,727,403	0.3%
		Subordinated Debt(e)	7.75%		12/15/2020		407,000		407,000		421,245	0.1%
									2,098,104		2,148,648	0.4%
Harbor Freight Tools USA, Inc.	Capital Goods	Senior Debt(e)	L + 425	1.25%	11/14/2017		5,265,512		5,230,767		5,336,596	0.9%
HUB International, Ltd.	Insurance	Senior Debt(e)	L + 450		6/13/2017		5,090,802		5,052,085		5,138,885	0.8%
		Senior Debt(e)	L + 475	2.00%	12/13/2017		329,014		329,014		333,179	0.1%
		Subordinated Debt(e)(f)	8.13%		10/15/2018		16,708,000		16,772,986		17,125,700	2.8%
									22,154,085		22,597,764	3.7%
Hubbard Radio, LLC	Media	Senior Debt	L + 725	1.50%	4/30/2018		14,669,501		14,799,961		14,962,891	2.4%
Hyland Software, Inc.	Software & Services	Senior Debt(e)	L + 425	1.25%	10/25/2019		4,717,850		4,694,621		4,737,760	0.8%
Immucor, Inc.	Health Care Equipment & Services	Senior Debt(e)(j)	L + 450	1.25%	8/19/2018		2,371,805		2,378,649		2,406,351	0.4%
IMS Health, Inc.	Health Care Equipment & Services	Subordinated Debt(e)(f)(g)	6.00%		11/1/2020		1,657,000		1,657,000		1,735,707	0.3%
Ineos US Finance, LLC (UK)(h)	Materials	Senior Debt(e)(f)(g)	9.00%		5/15/2015		70,000		73,053		74,375	0.0%
Infor (US), Inc.	Software & Services	Senior Debt(e)	L + 400	1.25%	4/5/2018		6,309,822		6,351,814		6,379,104	1.0%
		Subordinated Debt(e)(f)	11.50%		7/15/2018		4,549,000		4,968,034		5,322,330	0.9%
									11,319,848		11,701,434	1.9%
Interactive Data Corp.	Diversified Financials	Senior Debt(e)	L + 325	1.25%	2/11/2018		17,629		17,312		17,750	0.0%
iPayment, Inc.	Software & Services	Senior Debt(e)	L + 425	1.50%	5/8/2017		1,910,441		1,891,869		1,905,665	0.3%
		Subordinated Debt(e)	10.25%		5/15/2018		4,100,000		3,871,723		3,290,250	0.5%
									5,763,592		5,195,915	0.8%
IPC Systems, Inc.	Technology Hardware & Equipment	Senior Debt(e)	L + 650	1.25%	7/31/2017		6,307,434		6,185,294		6,178,668	1.0%
J. Crew Group, Inc.	Retailing	Subordinated Debt(e)	8.13%		3/1/2019		1,471,000		1,400,873		1,555,582	0.3%
J. Jill	Retailing	Senior Debt(e)(i)	L + 850	1.50%	4/29/2017		10,265,611		10,265,611		10,265,611	1.7%
Jeld-Wen, Inc.	Capital Goods	Senior Debt(e)(f)	12.25%		10/15/2017		15,171,000		17,515,794		17,522,505	2.9%
Kerling PLC (UK)(h)	Materials	Senior Debt(f)(g)(EUR)	10.63%		2/1/2017	€	5,353,000		6,596,985		6,783,069	1.1%
KeyPoint Government Solutions, Inc.	Capital Goods	Senior Debt(e)(i)	L + 600	1.25%	11/13/2017	$	35,000,000		34,284,382		34,650,000	5.7%

See notes to consolidated financial statements.

F-10

Corporate Capital Trust, Inc. and Subsidiaries

Consolidated Schedule of Investments (continued)

As of December 31, 2012

Company (a)	Industry (n)	Investments	Interest Rate	EURIBOR/ LIBOR Floor	Maturity Date	No. Shares/ Principal Amount (b)			Cost (c)		Fair Value	% of Net Assets
Mcjunkin Corp.	Energy	Senior Debt(e)	L + 500	1.25%	10/20/2019	$	6,222,293	$	6,160,357	$	6,160,357	1.0%
MedAssets, Inc.	Health Care Equipment & Services	Subordinated Debt(e)(g)	8.00%		11/15/2018		489,000		490,217		530,565	0.1%
MetroPCS Wireless, Inc.	Telecommunication Services	Subordinated Debt(e)(g)	7.88%		9/1/2018		1,762,000		1,834,495		1,907,365	0.3%
Misys PLC (UK)(h)	Software & Services	Senior Debt(e)(g)	L + 600	1.25%	12/12/2018		1,970,073		1,947,131		1,993,881	0.3%
Mueller Water Products, Inc.	Capital Goods	Subordinated Debt(e)(g)	7.38%		6/1/2017		1,034,000		894,507		1,067,605	0.2%
Nara Cable Funding (IE)(h)	Media	Senior Debt(e)(f)(g)	8.88%		12/1/2018		981,000		831,210		998,168	0.2%
National Vision, Inc.	Retailing	Senior Debt(e)(i)	L + 575	1.25%	8/2/2018		3,038,620		2,995,492		3,084,199	0.5%
NBTY, Inc.	Household & Personal Products	Senior Debt(e)	L + 325	1.00%	10/1/2017		26,355		26,081		26,659	0.0%
New Enterprise Stone & Lime Co., Inc.	Capital Goods	Senior Debt(e)(f)	4.00% CASH, 9.00% PIK		3/15/2018		9,267,090		9,366,315		9,660,941	1.6%
Nexstar Broadcasting, Inc.	Media	Senior Debt(e)(g)	L + 350	1.00%	12/3/2019		953,393		948,656		962,927	0.2%
		Senior Debt(e)(g)(j)	L + 350	1.00%	12/3/2019		170,525		169,678		172,870	0.0%
		Senior Debt(e)(g)	8.88%		4/15/2017		170,000		176,601		186,575	0.0%
									1,294,935		1,322,372	0.2%
North American Breweries, Inc.	Food, Beverage & Tobacco	Senior Debt(e)(j)	L + 625	1.25%	12/28/2018		4,969,209		4,869,824		4,994,055	0.8%
Nuveen Investments, Inc.	Diversified Financials	Senior Debt(e)(g)	L + 700	1.25%	2/28/2019		6,967,420		7,072,254		7,119,867	1.2%
Ocwen Financial Corp.	Banks	Senior Debt(e)(g)(j)	L + 550	1.50%	9/1/2016		14,118,598		13,976,986		14,224,488	2.3%
Office Depot, Inc.	Retailing	Senior Debt(e)(f)(g)	9.75%		3/15/2019		5,743,000		5,649,001		6,030,150	1.0%
Petco Animal Supplies, Inc.	Retailing	Senior Debt(e)	L + 325	1.25%	11/24/2017		118,888		113,832		119,971	0.0%
Pharmaceutical Product Development, Inc.	Pharmaceuticals, Biotechnology & Life Sciences	Senior Debt(e)	L + 500	1.25%	12/5/2018		800,576		791,408		814,730	0.1%
Prestige Brands, Inc.	Pharmaceuticals, Biotechnology & Life Sciences	Subordinated Debt(e)(g)	8.13%		2/1/2020		602,000		641,657		669,725	0.1%
Realogy Corp.	Real Estate	Senior Debt(e)(g)	L + 425		10/10/2016		4,126,264		3,915,765		4,145,163	0.6%

See notes to consolidated financial statements.

F-11

Corporate Capital Trust, Inc. and Subsidiaries

Consolidated Schedule of Investments (continued)

As of December 31, 2012

Company (a)	Industry (n)	Investments	Interest Rate	EURIBOR/ LIBOR Floor	Maturity Date	No. Shares/ Principal Amount (b)			Cost (c)			Fair Value	% of Net Assets
RedPrairie Corp.	Software & Services	Senior Debt(e)(j)	L + 550	1.25%	12/15/2018	$	13,765,573	$	13,490,261		$	13,784,500	2.3%
		Senior Debt(e)(j)	L + 1000	1.25%	12/15/2019		10,729,285		10,514,699			10,854,442	1.8%
									24,004,960			24,638,942	4.1%
Reynolds Group Holdings, Inc.	Capital Goods	Senior Debt(e)(f)	5.75%		10/15/2020		533,000		533,000			550,323	0.1%
Rocket Software, Inc.	Software & Services	Senior Debt(e)(j)	L + 450	1.25%	2/8/2018		4,176,561		4,165,748			4,203,708	0.7%
Roundy's Supermarkets, Inc.	Food & Staples Retailing	Senior Debt(e)(g)	L + 450	1.25%	2/13/2019		4,465,368		4,439,740			4,212,115	0.7%
Ryerson, Inc.	Materials	Senior Debt(e)(f)	9.00%		10/15/2017		6,755,000		6,755,641			6,873,212	1.1%
Sabre, Inc.	Transportation	Senior Debt(e)(j)	L + 600	1.25%	12/29/2017		29		(539	)		29	0.0%
		Senior Debt(e)(f)	8.50%		5/15/2019		8,879,000		9,106,811			9,456,135	1.5%
									9,106,272			9,456,164	1.5%
Sanmina Corp.	Technology Hardware & Equipment	Subordinated Debt(e)(f)(g)	7.00%		5/15/2019		7,879,000		7,867,583			8,036,580	1.3%
Schaeffler AG (DE)(h)	Automobiles & Components	Senior Debt(e)(g)(j)	L + 475	1.25%	1/27/2017		3,086,176		3,094,939			3,120,679	0.5%
	Automobiles & Components	Senior Debt(e)(f)(g)	8.50%		2/15/2019		5,000		5,376			5,650	0.0%
									3,100,315			3,126,329	0.5%
Sedgwick Claims Management Services Holdings, Inc.	Insurance	Senior Debt(e)(i)	L + 350	1.50%	12/31/2016		112,518		107,817			112,799	0.0%
		Senior Debt(e)(i)	L + 750	1.50%	5/30/2017		1,338,888		1,318,149			1,358,971	0.3%
									1,425,966			1,471,770	0.3%
Sidera Networks, Inc.	Media	Senior Debt(e)	L + 450	1.50%	8/26/2016		2,631,540		2,493,867			2,634,593	0.4%
Sinclair Television Group, Inc.	Media	Subordinated Debt(e)	8.38%		10/15/2018		27,000		28,202			30,173	0.0%
Sirius XM Radio, Inc.	Media	Subordinated Debt(e)(f)(g)	5.25%		8/15/2022		9,000		9,090			9,090	0.0%
SkillSoft Corp.	Software & Services	Subordinated Debt(e)	11.13%		6/1/2018		1,369,000		1,444,147			1,514,456	0.2%
Smile Brands Group, Inc.	Health Care Equipment & Services	Senior Debt(e)	L + 525	1.75%	12/21/2017		3,793,377		3,807,218			3,565,774	0.6%
SNL Financial, LLC	Commercial & Professional Services	Senior Debt(e)	L + 425	1.25%	10/23/2018		5,667,077		5,649,799			5,671,809	0.9%
Springleaf Financial Funding Co.	Diversified Financials	Senior Debt(e)(g)	L + 425	1.25%	5/10/2017		2,551,580		2,315,867			2,542,012	0.4%
Standard Chartered Bank (SG)(h)	Banks	Subordinated Debt(f)(g)(i)(k)	L + 1600		4/1/2014		3,310,000		3,334,829			3,443,062	0.6%

See notes to consolidated financial statements.

F-12

Corporate Capital Trust, Inc. and Subsidiaries

Consolidated Schedule of Investments (continued)

As of December 31, 2012

Company (a)	Industry (n)	Investments	Interest Rate	EURIBOR/ LIBOR Floor	Maturity Date	No. Shares/ Principal Amount (b)			Cost (c)		Fair Value	% of Net Assets
Supervalu, Inc.	Food & Staples Retailing	Subordinated Debt(e)(g)	7.25%		5/1/2013	$	3,503,000	$	3,485,074	$	3,533,651	0.6%
	Food & Staples Retailing	Subordinated Debt(e)(g)	7.50%		11/15/2014		5,397,000		5,234,840		5,235,090	0.9%
									8,719,914		8,768,741	1.5%
The Gymboree Corp.	Retailing	Senior Debt(e)	L + 350	1.50%	2/23/2018		17,904,121		17,246,576		16,538,932	2.7%
		Subordinated Debt(e)	9.13%		12/1/2018		12,818,000		12,135,027		11,408,020	1.9%
									29,381,603		27,946,952	4.6%
The Manitowoc Co., Inc.	Capital Goods	Subordinated Debt(e)(g)	5.88%		10/15/2022		183,000		184,113		183,000	0.0%
The Neiman Marcus Group, Inc.	Retailing	Senior Debt(e)	L + 350	1.25%	5/16/2018		188,713		182,590		189,272	0.0%
The SI Organization, Inc.	Capital Goods	Senior Debt(e)	L + 325	1.25%	11/22/2016		186,009		176,191		185,699	0.0%
The TelX Group, Inc.	Telecommunication Services	Senior Debt(e)	L + 500	1.25%	9/23/2017		9,549,578		9,606,080		9,657,059	1.6%
Tomkins Air Distribution	Capital Goods	Senior Debt(e)	L + 800	1.25%	5/11/2020		3,454,401		3,403,012		3,540,761	0.6%
Towergate Finance PLC (UK)(h)	Insurance	Subordinated Debt(f)(g)(GBP)	10.50%		2/15/2019	£	4,125,000		6,280,442		6,834,873	1.1%
TransUnion, LLC	Diversified Financials	Subordinated Debt(e)	11.38%		6/15/2018	$	1,403,000		1,541,024		1,634,495	0.3%
Univar, Inc.	Materials	Senior Debt(e)	L + 350	1.50%	6/30/2017		953,180		928,828		951,826	0.2%
Verisure Holding AB (SE)(h)	Commercial & Professional Services	Senior Debt(f)(g)(EUR)	8.75%		9/1/2018	€	397,000		484,437		571,182	0.1%
Vision Solutions, Inc.	Commercial & Professional Services	Senior Debt(e)(i)	L + 450	1.50%	7/23/2016	$	1,275,000		1,263,440		1,271,813	0.2%
VWR Funding, Inc.	Pharmaceuticals, Biotechnology & Life Sciences	Senior Debt(e)	L + 425		4/3/2017		146,077		139,766		146,853	0.0%
		Subordinated Debt(e)(f)	7.25%		9/15/2017		5,349,000		5,349,000		5,616,450	0.9%
									5,488,766		5,763,303	0.9%
Warner Chilcott Co., LLC (IE)	Pharmaceuticals, Biotechnology & Life Sciences	Subordinated Debt(e)(g)(h)	7.75%		9/15/2018		1,225,000		1,219,535		1,304,625	0.2%
Wastequip, LLC	Materials	Senior Debt(e)(i)	L + 675	1.50%	6/15/2018		11,227,991		10,969,880		11,452,550	1.9%
West Corp.	Software & Services	Subordinated Debt(e)	7.88%		1/15/2019		1,575,000		1,560,147		1,630,125	0.3%
Wilton Brands, LLC	Materials	Senior Debt(e)	L + 625	1.25%	8/30/2018		12,823,623		12,581,156		12,983,918	2.1%
Zayo Group, LLC	Telecommunication Services	Senior Debt(e)	8.13%		1/1/2020	$	2,260,000	$	2,400,874	$	2,514,250	0.4%
		Subordinated Debt(e)	10.13%		7/1/2020		5,000,000		5,324,088		5,687,500	0.9%
									7,724,962		8,201,750	1.3%

See notes to consolidated financial statements.

F-13

Corporate Capital Trust, Inc. and Subsidiaries

Consolidated Schedule of Investments (continued)

As of December 31, 2012

Company (a)	Industry (n)	Investments	Interest Rate	EURIBOR/ LIBOR Floor	Maturity Date	No. Shares/ Principal Amount (b)			Cost (c)		Fair Value		% of Net Assets
Total Non-Control/Non-Affiliate Investments									691,427,399		697,668,431		114.1%
Short Term Investments—2.2%
Goldman Sachs Financial Square Funds - Prime Obligations Fund		Short Term Investments(e)	0.08%(l)				2,049,281		2,049,281		2,049,281		0.4%
State Street Institutional Liquid Reserves Fund		Short Term Investments	0.16%(l)		12/31/2099		11,152,887		11,152,887		11,152,887		1.8%
Total Short Term Investments									13,202,168		13,202,168		2.2%
TOTAL INVESTMENTS —116.3%(m)								$	704,629,567		710,870,599		116.3%
LIABILITIES IN EXCESS OF OTHER ASSETS—(16.3%)											(99,386,785	)	(16.3)%
NET ASSETS—100.0%										$	611,483,814		100.0%
Derivative Instruments—0.20%
Total return swaps (Note 4) (g)		Total return swaps	N/A		1/15/2016		N/A	$	—	$	1,349,246		0.2%
Foreign currency forward contracts (Note 4) (g)		Foreign currency forward contracts	N/A		1/2013		N/A		—		(146,928	)	(0.0)%
Total Derivative Instruments									—	$	1,202,318		0.2%

*	Non-income producing security.
(a)	Security may be an obligation of one or more entities affiliated with the named company.
(b)	Denominated in U.S. Dollars unless otherwise noted.
(c)	Represents amortized cost for debt securities and cost for common stock.
(d)	Non-Control/Non-Affiliate investments are defined by the Investment Company Act of 1940, as amended (“1940 Act”) as investments that are neither Control Investments nor Affiliate Investments. Controlled investments are defined by the 1940 Act as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained. Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% of the voting securities are owned and the investments are not classified as Controlled investments.
(e)	Security or portion thereof is held within CCT Funding, LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Deutsche Bank.
(f)	This security was acquired in a transaction that was exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rule 144A thereunder. This security may be resold only in transactions that are exempt from the registration requirements of the Securities Act, normally to qualified institutional buyers.
(g)	The investment is not a qualifying asset as defined in Section 55(a) under the Investment Company Act of 1940, as amended, or the 1940 Act. A business development company may not acquire any asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company's total assets. The Company calculates its compliance with the qualifying assets test on a "look through" basis by disregarding the value of the Company's total return swaps and treating each loan underlying the total return swaps as either a qualifying assets or non-qualifying asset based on whether the obligor is an eligible portfolio company. On this basis, 79.3% of the Company's total assets represented qualifying assets as of December 31, 2012.
(h)	A portfolio company domiciled in a foreign country.
(i)	Investments classified as Level 3 whereby fair value was determined by the Company's Board of Directors (see Note 2).
(j)	Position or portion thereof unsettled as of December 31, 2012.
(k)	A portfolio company investment structured as a credit-linked floating rate note.
(l)	7-day effective yield as of December 31, 2012.
(m)	As of December 31, 2012, the aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost was $14,999,786; the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value was $8,758,754; the net unrealized appreciation was $6,241,032; the aggregate cost of securities for Federal income tax purposes was $704,629,567.
(n)	Unaudited.

Abbreviations:

DE - Germany

ES - Spain

EUR - Euro; principal amount is denominated in Euros currency. €1 / US $1.320 as of December 31, 2012.

GBP - British Pound Sterling; principal amount is denominated in Pound Sterling. £1 / US $1.624 as of December 31, 2012.

IE - Ireland

L = LIBOR - London Interbank Offered Rate, typically 3-Month

LU - Luxembourg

MX - Mexico

PIK - Payment-in-kind

SE - Sweden

SG - Singapore

UK - United Kingdom

See notes to consolidated financial statements.

F-14

Corporate Capital Trust, Inc. and Subsidiaries

Consolidated Schedule of Investments

As of December 31, 2011

Company (b)	Industry (c)	Investments	Interest Rate	EURIBOR/ LIBOR Floor	Maturity Date		Principal Amount / No. Shares (m)		Cost (d)		Fair Value		% of Net Assets
Non-Control/Non-Affiliate Investments(a)—163.6%
Alliant Holdings I, Inc.	Insurance	Senior Debt(e)	L + 300			8/21/2014	$	85,889	$	78,083	$	83,689	0.1%
Allison Transmission, Inc.	Automobiles & Components	Senior Debt(e)	L + 250			8/7/2014		7,564		7,018		7,389	0.0%
Ally Financial, Inc.	Banks	Preferred Stocks(e)(f)						5,575		99,595		102,524	0.2%
Amkor Technologies, Inc.	Semiconductors & Semiconductor Equipment	Subordinated Debt(e)(f)	7.38%			5/1/2018		208,000		205,404		212,680	0.3%
Aramark Corp.	Commercial & Professional Services	Subordinated Debt(e)	8.50%			2/1/2015		1,187,000		1,222,134		1,216,675	1.9%
Aspect Software, Inc.	Technology Hardware & Equipment	Subordinated Debt(e)	10.63%			5/15/2017		1,484,000		1,529,365		1,539,650	2.4%
Aspen Dental Management, Inc.	Health Care Equipment & Services	Senior Debt(e)(g)	L + 450	1.50%		10/6/2016		155,886		150,857		151,989	0.2%
Asset Acceptance Capital Corp.	Diversified Financials	Senior Debt(e)(f)(h)	L + 725	1.50%		11/14/2017		480,179		449,331		463,373	0.7%
Associated Materials, LLC	Capital Goods	Senior Debt(e)	9.13%			11/1/2017		13,000		13,184		11,343	0.0%
Avaya, Inc.	Technology Hardware & Equipment	Senior Debt(e)(g) Senior Debt(e)(g)	L + 275 L + 450			10/24/2014 10/26/2017		1,142,373 974,527		1,067,943 883,793		1,095,010 890,474	1.7% 1.4%
	Technology Hardware & Equipment									1,951,736		1,985,484	3.0%
Avis Budget Car Rental, LLC	Transportation	Senior Debt(e)(f)	L + 500	1.25%		9/22/2018		276,675		271,282		278,837	0.4%
BJ’s Wholesale Club, Inc.	Food & Staples Retailing	Senior Debt(e)	L + 575	1.25%		9/28/2018		1,113,299		1,093,129		1,118,164	1.7%
Boise Paper Holdings, LLC	Materials	Subordinated Debt(e)(f)	9.00%			11/1/2017		146,000		154,801		156,950	0.2%
Cablevision Systems Corp.	Media	Subordinated Debt(e)(f)	7.75%			4/15/2018		426,000		431,245		451,560	0.7%
Caesars Entertainment Operating Co., Inc.	Consumer Services	Senior Debt(e)(g)	L + 300			1/28/2015		12,797		11,723		11,157	0.0%
Caesars Entertainment Operating Co., Inc.	Consumer Services	Senior Debt(e)	11.25%			6/1/2017		1,070,000		1,135,422		1,135,537	1.7%
										1,147,145		1,146,694	1.8%
California Pizza Kitchen, Inc.	Food & Staples Retailing	Senior Debt(e)(g)(h)	L + 550	1.25%		7/7/2017		1,068,431		1,023,743		1,041,721	1.6%
Calpine Corp.	Utilities	Senior Debt(e)(f)(g)	L + 325	1.25%		4/1/2018		68,276		65,451		67,090	0.1%
CDW, LLC	Technology Hardware & Equipment	Senior Debt(e)	L + 350			10/10/2014		1,229,473		1,201,984		1,194,316	1.8%
		Subordinated Debt(e)	11.50% CASH			10/12/2015		135,000		142,433		141,750	0.2%
			or 12.50% PIK							1,344,417		1,336,066	2.1%
Cengage Learning Acquisitions, Inc.	Media	Senior Debt(e)(g)	L + 225			7/3/2014		1,954,781		1,624,504		1,670,243	2.6%
Ceridian Corp.	Software & Services	Senior Debt(e)(g)	L + 300			11/10/2014		1,793,378		1,652,772		1,621,330	2.5%
Charter Communications Operating Holdings, LLC	Media	Subordinated Debt(e)(f)	7.25%			10/30/2017		573,000		583,128		603,799	0.9%
CHS / Community Health Systems, Inc.	Health Care Equipment & Services	Subordinated Debt(e)(f)	8.88%			7/15/2015		433,565		439,405		447,656	0.7%
Citco III, Ltd. (IE)(i)	Diversified Financials	Senior Debt(e)(f)(g)	L + 500	1.25%		6/29/2018		17,307		17,349		16,572	0.0%
ClubCorp Club Operations, Inc.	Consumer Services	Senior Debt(e)(g)	L + 450	1.50%		11/30/2016		137,092		129,554		136,864	0.2%
Continental Airlines, Inc.	Transportation	Senior Debt(e)(f)	8.31%			4/2/2018		691,761		686,329		672,738	1.0%
CRC Health Corp.	Health Care Equipment & Services	Senior Debt(e)	L + 450			11/16/2015		973,846		926,057		883,766	1.4%
		Subordinated Debt(e)	10.75%			2/1/2016		1,114,000		1,065,237		1,058,300	1.6%
										1,991,294		1,942,066	3.0%

See notes to consolidated financial statements.

F-15

Corporate Capital Trust, Inc. and Subsidiaries

Consolidated Schedule of Investments (continued)

As of December 31, 2011

Company (b)	Industry (c)	Investments	Interest Rate	EURIBOR/ LIBOR Floor	Maturity Date		Principal Amount / No. Shares (m)		Cost (d)		Fair Value		% of Net Assets
Cricket Communications, Inc.	Telecommunication Services	Senior Debt(e)(f)	7.75%			5/15/2016	$	1,529,000	$	1,541,150	$	1,578,692	2.4%
Datatel, Inc.	Software & Services	Senior Debt(e) Senior Debt(e) Senior Debt(e)(g)	L + 350 L + 725 L + 525	1.50% 1.50% 1.50%		2/20/2017 2/19/2018 9/15/2018		556,984 150,000 406,204		554,944 153,568 400,111		557,750 150,750 406,840	0.9% 0.2% 0.6%
			L + 350 L + 725 L + 525							1,108,623		1,115,340	1.7%
DineEquity, Inc.	Consumer Services	Senior Debt(e)(f)(g)	L + 300	1.25%		10/19/2017		75,685		72,728		74,791	0.1%
DuPont Fabros Technology, LP	Real Estate	Subordinated Debt(e)(f)	8.50%			12/15/2017		100,000		106,616		107,000	0.2%
E*TRADE Financial Corp.	Diversified Financials	Subordinated Debt(e)(f)	7.88%			12/1/2015		1,269,000		1,264,604		1,275,345	2.0%
Easton-Bell Sports, Inc.	Consumer Durables & Apparel	Senior Debt(e)	9.75%			12/1/2016		1,190,000		1,275,766		1,297,100	2.0%
Education Management, LLC	Consumer Services	Subordinated Debt(e)(f)	8.75%			6/1/2014		1,728,000		1,732,881		1,732,320	2.7%
Emergency Medical Services Corp.	Health Care Equipment & Services	Senior Debt(e)(g)	L + 375	1.50%		5/25/2018		216,967		205,433		211,814	0.3%
Express, LLC / Express Finance Corp.	Retailing	Subordinated Debt(e)(f)	8.75%			3/1/2018		43,000		46,248		46,547	0.1%
Fidelity National Information Services, Inc.	Software & Services	Subordinated Debt(e)(f) Subordinated Debt(e)(f)	7.63% 7.88%			7/15/2017 7/15/2020		46,000 122,000		48,686 130,244		49,795 131,760	0.1% 0.2%
Fidelity National Information Services, Inc.	Software & Services									178,930		181,555	0.3%
Fifth Third Processing Solutions, LLC	Software & Services	Senior Debt(e)(g)	L + 325	1.25%		11/3/2016		61,304		59,554		61,258	0.1%
FTI Consulting, Inc.	Diversified Financials	Subordinated Debt(e)(f)	6.75%			10/1/2020		87,000		86,817		89,827	0.1%
GCI, Inc.	Telecommunication Services	Subordinated Debt(e)	8.63%			11/15/2019		2,294,000		2,438,105		2,434,507	3.7%
General Nutrition Centers, Inc.	Retailing	Senior Debt(e)(f)	L + 300	1.25%		3/2/2018		23,369		23,370		23,029	0.0%
Good Sam Enterprises, LLC	Media	Senior Debt(e)	11.50%			12/1/2016		1,375,000		1,343,093		1,347,500	2.1%
Goodman Global, Inc.	Capital Goods	Senior Debt(e)(g)	L + 700	2.00%		10/30/2017		948,221		952,962		954,541	1.5%
Great Lakes Dredge & Dock Corp.	Capital Goods	Subordinated Debt(e)(f)	7.38%			2/1/2019		96,000		94,738		95,040	0.1%
Guitar Center, Inc.	Retailing	Senior Debt(e)(g)	L + 525			4/9/2017		4,238,739		3,716,872		3,736,449	5.7%
The Gymboree Corp.	Retailing	Senior Debt(e)(g) Subordinated Debt(e)	L + 350 9.13%	1.50%		2/23/2018 12/1/2018		904,502 748,000		847,281 609,721		807,607 654,500	1.2% 1.0%
										1,457,002		1,462,107	2.2%
High Plains Broadcasting Operating Co.	Media	Senior Debt(g)	L + 675	3.00%		9/14/2016		351,687		347,295		349,561	0.5%
HUB International, Ltd.	Insurance	Senior Debt(e)(g)	L + 250	2.00%		6/13/2014		1,134,886		1,088,373		1,089,139	0.5%
		Senior Debt(e)(g)	L + 475			6/13/2014		332,350		332,350		331,283	1.7%
										1,420,723		1,420,422	2.2%
Hubbard Radio, LLC	Media	Senior Debt(e)(g)	L + 375	1.50%		4/28/2017		606,123		601,661		598,359	0.9%
		Senior Debt(e)(g)	L + 725	1.50%		4/30/2018		2,834,070		2,819,267		2,798,644	4.3%
										3,420,928		3,397,003	5.2%

See notes to consolidated financial statements.

F-16

Corporate Capital Trust, Inc. and Subsidiaries

Consolidated Schedule of Investments (continued)

As of December 31, 2011

Company (b)	Industry (c)	Investments	Interest Rate	EURIBOR/ LIBOR Floor	Maturity Date		Principal Amount / No. Shares (m)		Cost (d)		Fair Value		% of Net Assets
Husky Injection Molding Systems, Ltd. (CA)(i)	Capital Goods	Senior Debt(e)(f)(g)	L + 525	1.25%		6/29/2018	$	1,159,646	$	1,149,330	$	1,159,194	1.8%
Immucor, Inc.	Health Care Equipment & Services	Senior Debt(e)(g)	L + 575	1.50%		8/19/2018		2,528,757		2,533,137		2,547,407	3.9%
Ineos Holdings, Ltd. (UK)(i)	Materials	Subordinated Debt(f)(g) (EUR)	E + 600 PIK	3.00%		6/16/2015	€	889,214	$	1,109,884	$	1,061,432	1.6%
Infor Enterprise Solutions Holdings, Inc.	Software & Services	Senior Debt(e)(g)	L + 575			7/28/2015	$	1,610,000		1,541,287		1,521,450	2.3%
Interactive Data Corp.	Diversified Financials	Senior Debt(e)(g)	L + 325	1.25%		2/11/2018		18,262		17,899		18,037	0.0%
iPayment, Inc.	Software & Services	Senior Debt(e)(g)	L + 425	1.50%		5/8/2017		1,953,798		1,931,324		1,932,629	3.0%
iPayment, Inc.	Software & Services	Subordinated Debt(e)(j)	10.25%			5/15/2018		415,000		375,604		390,100	0.6%
										2,306,928		2,322,729	3.6%
IPC Systems, Inc.	Technology Hardware & Equipment	Senior Debt(e)(g)	L + 225			6/2/2014		4,855		4,515		4,535	0.0%
J. Crew Group, Inc.	Retailing	Senior Debt(e)(g)	L + 350	1.25%		3/7/2018		2,765,351		2,588,677		2,604,366	4.0%
		Subordinated Debt(e)	8.13%			3/1/2019		1,026,000		963,411		979,830	1.5%
										3,552,088		3,584,196	5.5%
Jo-Ann Stores, Inc.	Retailing	Senior Debt(e)	L + 350	1.25%		3/16/2018		23,488		23,262		22,453	0.0%
Kinetic Concepts, Inc.	Health Care Equipment & Services	Senior Debt(e)(f)	L + 525	1.25%		11/4/2016		329,847		320,184		329,642	0.5%
		Senior Debt(e)(f)(g)	L + 575	1.25%		5/4/2018		375,178		366,342		379,071	0.6%
										686,526		708,713	1.1%
Lamar Media Corp.	Media	Subordinated Debt(e)(f)	6.63%			8/15/2015		206,000		206,000		210,120	0.3%
Lawson Software, Inc.	Software & Services	Senior Debt(e)	L + 525	1.50%		7/5/2017		1,766,446		1,735,811		1,726,542	2.6%
Local TV Finance, LLC	Media	Senior Debt(e)	L + 200			5/7/2013		370,225		352,992		358,191	0.5%
The Manitowoc Co., Inc.	Capital Goods	Subordinated Debt(e)(f)	9.50%			2/15/2018		21,000		22,983		22,365	0.0%
McJunkin Red Man Corp.	Energy	Senior Debt(e)	9.50%			12/15/2016		3,393,000		3,374,953		3,443,895	5.3%
MedAssets, Inc.	Health Care Equipment & Services	Senior Debt(e)(f)(g)	L + 375	1.50%		11/16/2016		699,792		699,730		698,742	1.1%
		Subordinated Debt(e)(f)	8.00%			11/15/2018		316,000		311,267		309,680	0.5%
										1,010,997		1,008,422	1.5%
MetroPCS Wireless, Inc.	Telecommunication Services	Subordinated Debt(e)(f)	7.88%			9/1/2018		281,000		284,117		284,864	0.4%
Michaels Stores, Inc.	Retailing	Senior Debt(e)	L + 225			10/31/2013		215,942		202,264		212,726	0.3%
Michaels Stores, Inc.		Senior Debt(e)(g)	L + 450			7/31/2016		681,714		667,113		671,659	1.0%
										869,377		884,385	1.4%
Momentive Performance Materials USA, Inc.	Materials	Senior Debt(e)(g)	L + 350			5/5/2015		1,212,164		1,161,622		1,158,623	1.8%
Mondrian Investment Partners, Ltd. (UK)(i)	Diversified Financials	Senior Debt(e)(f)(g)	L + 425	1.25%		7/12/2018		488,020		484,049		488,020	0.7%
Mueller Water Products, Inc.	Capital Goods	Subordinated Debt(e)(f)	7.38%			6/1/2017		1,034,000		871,542		940,940	1.4%
	Capital Goods	Subordinated Debt(e)(f)	8.75%			9/1/2020		250,000		253,683		271,562	0.4%
										1,125,225		1,212,502	1.9%

See notes to consolidated financial statements.

F-17

Corporate Capital Trust, Inc. and Subsidiaries

Consolidated Schedule of Investments (continued)

As of December 31, 2011

Company (b)	Industry (c)	Investments	Interest Rate	EURIBOR/ LIBOR Floor	Maturity Date		Principal Amount / No. Shares (m)		Cost (d)		Fair Value		% of Net Assets
N.E.W. Holdings I, LLC	Software & Services	Senior Debt(e)	L + 425	1.75%		3/23/2016	$	8,655	$	8,250	$	8,407	0.0%
N.E.W. Holdings I, LLC		Subordinated Debt(e)(h)	L + 750	2.00%		3/23/2017		998,480		986,123		963,533	1.5%
		Subordinated Debt(e)(h)								994,373		971,940	1.5%
NBTY, Inc.	Household & Personal Products	Senior Debt(e)(g)	L + 325	1.00%		10/1/2017		26,355		26,031		26,126	0.0%
The Neiman Marcus Group, Inc.	Retailing	Senior Debt(e)	L + 350	1.25%		5/16/2018		188,713		181,660		182,344	0.3%
The Neiman Marcus Group, Inc.		Subordinated Debt(e)	10.38%			10/15/2015		1,967,000		2,040,359		2,043,241	3.1%
										2,222,019		2,225,585	3.4%
Nexstar Broadcasting, Inc.	Media	Senior Debt(e)(f)	8.88%			4/15/2017		170,000		177,868		174,250	0.3%
NPC International, Inc.	Consumer Services	Senior Debt(e)(g)	L + 525	1.50%		11/7/2018		1,515,463		1,519,252		1,521,146	2.3%
NuSil Technology, LLC	Materials	Senior Debt(e)(g)	L + 400	1.25%		4/7/2017		25,312		25,312		24,848	0.0%
Nuveen Investments, Inc.	Diversified Financials	Senior Debt(e)(f)	L + 300			11/13/2014		25,629		25,290		24,556	0.0%
Nuveen Investments, Inc.		Senior Debt(e)(f)	L + 550			5/13/2017		133,224		130,890		128,395	0.2%
		Senior Debt(e)(f)(g)	L + 600	1.25%		5/13/2017		282,184		276,540		278,891	0.4%
		Subordinated Debt(e)(f)	10.50%			11/15/2015		1,715,000		1,671,568		1,702,137	2.6%
										2,104,288		2,133,979	3.3%
Ocwen Financial Corp.	Banks	Senior Debt(e)(f)(g)	L + 550	1.50%		9/1/2016		1,400,877		1,381,333		1,380,359	2.1%
Penn National Gaming, Inc.	Consumer Services	Subordinated Debt(e)(f)	8.75%			8/15/2019		401,000		432,531		436,087	0.7%
Petco Animal Supplies, Inc.	Retailing	Senior Debt(e)	L + 325	1.25%		11/24/2017		120,101		114,129		117,280	0.2%
Pharmaceutical Product Development, Inc.	Pharmaceuticals, Biotechnology & Life Sciences	Senior Debt(e)(f)(g)	L + 500	1.25%		12/5/2018		808,662		798,202		804,938	1.2%
Pinnacle Entertainment, Inc.	Consumer Services	Subordinated Debt(e)(f)	8.63%			8/1/2017		167,000		176,491		176,602	0.3%
Pinnacle Foods Finance, LLC	Food & Staples Retailing	Senior Debt(e)(g)	L + 250			4/2/2014		547,748		530,579		537,133	0.8%
Realogy Corp.	Real Estate	Senior Debt(e)	L + 425			10/10/2016		1,566,113		1,379,558		1,403,269	2.2%
	Real Estate	Senior Debt(e)	L - 15			10/10/2016		123,163		108,445		110,357	0.2%
										1,488,003		1,513,626	2.3%
Ryerson, Inc.	Materials	Senior Debt(e)(f)	L + 737.5			11/1/2014		98,000		97,346		90,160	0.1%
		Senior Debt(e)(f)	12.00%			11/1/2015		44,000		46,519		44,440	0.1%
										143,865		134,600	0.2%
Sabre, Inc.	Transportation	Senior Debt(e)(g)	L + 200			9/30/2014		3,257,513		2,788,750		2,704,632	4.2%
SandRidge Energy, Inc.	Energy	Subordinated Debt(e)(f)	L + 362.5			4/1/2014		23,000		22,952		22,352	0.0%
Scitor Corp.	Capital Goods	Senior Debt(e)(g)	L + 350	1.50%		2/15/2017		23,310		23,255		22,203	0.0%
Sedgwick Claims Management Services Holdings, Inc.	Insurance	Senior Debt(e)(g)(h)	L + 350	1.50%		12/31/2016		113,219		107,480		111,662	0.2%
	Insurance	Senior Debt(e)(h)	L + 750	1.50%		5/30/2017		907,195		882,412		898,123	1.4%
										989,892		1,009,785	1.5%

See notes to consolidated financial statements.

F-18

Corporate Capital Trust, Inc. and Subsidiaries

Consolidated Schedule of Investments (continued)

As of December 31, 2011

Company (b)	Industry (c)	Investments	Interest Rate	EURIBOR/ LIBOR Floor	Maturity Date		Principal Amount / No. Shares (m)		Cost (d)		Fair Value		% of Net Assets
Sheridan Holdings, Inc.	Health Care Equipment & Services	Senior Debt(e)(g)	L + 225			6/13/2014	$	348,178	$	321,180	$	329,899	0.5%
The SI Organization, Inc.	Capital Goods	Senior Debt(e)(g)	L + 325	1.25%		11/22/2016		187,907		175,980		177,572	0.3%
Sinclair Television Group, Inc.	Media	Subordinated Debt(e)(f)	8.38%			10/15/2018		27,000		28,364		27,877	0.0%
Skilled Healthcare Group, Inc.	Health Care Equipment & Services	Senior Debt(e)(f)(g)	L + 375	1.50%		4/9/2016		16,179		15,723		15,125	0.0%
SNL Financial, LC	Commercial & Professional Services	Senior Debt(e)(g)(h)	L + 700	1.50%		8/17/2018		709,520		712,180		707,746	1.1%
Solutia, Inc.	Materials	Subordinated Debt(e)(f)	7.88%			3/15/2020		120,000		126,355		130,500	0.2%
The Sports Authority, Inc.	Retailing	Senior Debt(e)(g)	L + 600	1.50%		11/16/2017		1,413,097		1,366,092		1,367,171	2.1%
Springleaf Financial Funding Co.	Diversified Financials	Senior Debt(e)(f)(g)	L + 425	1.25%		5/10/2017		2,551,580		2,275,043		2,230,502	3.4%
Sprint Nextel Corp.	Telecommunication Services	Subordinated Debt(e)(f)	8.38%			8/15/2017		664,000		574,028		595,110	0.9%
SSI Investments II, Ltd.	Software & Services	Subordinated Debt(e)	11.13%			6/1/2018		1,422,000		1,512,863		1,503,765	2.3%
Symphony / IRI Group, Inc.	Commercial & Professional Services	Senior Debt(e)(g)	L + 375	1.25%		12/1/2017		20,023		19,610		19,914	0.0%
The TelX Group, Inc.	Telecommunication Services	Senior Debt(e)(g)	L + 650	1.25%		9/25/2017		333,726		314,266		333,726	0.5%
TowerCo Finance, LLC	Real Estate	Senior Debt	L + 375	1.50%		2/2/2017		30,333		29,710		30,345	0.0%
TransUnion, LLC	Diversified Financials	Subordinated Debt(e)	11.38%			6/15/2018		1,403,000		1,559,885		1,602,927	2.5%
Triple Point Technology, Inc.	Software & Services	Senior Debt(e)	L + 650	1.50%		10/27/2017		200,566		192,696		201,067	0.3%
Univar, Inc.	Materials	Senior Debt(e)(g)	L + 350	1.50%		6/30/2017		962,906		933,677		931,010	1.4%
Vision Solutions, Inc.	Commercial & Professional Services	Senior Debt(e)(h)	L + 450	1.50%		7/23/2016		1,443,750		1,427,658		1,429,312	2.2%
VWR Funding, Inc.	Pharmaceuticals, Biotechnology & Life Sciences	Senior Debt(e)(g)	L + 250			6/30/2014		147,590		136,713		140,358	0.2%
		Subordinated Debt(e)	10.25% CASH or			7/15/2015		3,051,000		3,155,464		3,150,157	4.8%
			11.25% PIK							3,292,177		3,290,515	5.0%
Warner Chilcott Co., LLC	Pharmaceuticals, Biotechnology & Life Sciences	Subordinated Debt(e)(f)	7.75%			9/15/2018		1,225,000		1,218,819		1,251,031	1.9%
West Corp.	Software & Services	Senior Debt	L + 425			7/15/2016		5,000		4,846		4,979	0.0%
		Subordinated Debt(e)(g)	7.88%			1/15/2019		1,743,000		1,730,393		1,729,927	2.7%
		Subordinated Debt(e)	8.63%			10/1/2018		2,600,000		2,646,996		2,626,000	4.0%
										4,382,235		4,360,906	6.7%
Wm. Bolthouse Farms, Inc.	Food, Beverage & Tobacco	Senior Debt(e)	L + 750	2.00%		8/11/2016		500,000		499,608		498,905	0.8%
Zayo Group, LLC	Telecommunication Services	Senior Debt(e)(g)	L + 550	1.50%		12/1/2016		2,749,427		2,715,285		2,740,835	4.2%
Zayo Group, LLC		Senior Debt(e)(g)	10.25%			3/15/2017		1,549,000		1,649,012		1,653,557	2.5%
										4,364,297		4,394,392	6.7%

See notes to consolidated financial statements.

F-19

Corporate Capital Trust, Inc. and Subsidiaries

Consolidated Schedule of Investments (continued)

As of December 31, 2011

Company (b)	Industry (c)	Investments	Interest Rate	EURIBOR/ LIBOR Floor	Maturity Date		Principal Amount / No. Shares (m)		Cost (d)		Fair Value			% of Net Assets
Total Non-Control/Non-Affiliate Investments									$	106,111,246	$	106,589,757		163.6%
Short Term Investments—11.8%
Goldman Sachs Financial Square Funds - Prime Obligations Fund		Short Term Investments(e)	0.11%(k)			NA		6,541,055		6,541,055		6,541,055		10.0%
State Street Institutional Liquid Reserves Fund		Short Term Investments	0.15%(k)			NA		1,173,697		1,173,697		1,173,697		1.8%
Total Short Term Investments										7,714,752		7,714,752		11.8%
TOTAL INVESTMENTS —175.4%(l)									$	113,825,998		114,304,509		175.4%
LIABILITIES IN EXCESS OF OTHER ASSETS—(75.4%)												(49,141,780	)	-75.4%
NET ASSETS—100.0%											$	65,162,729		100.0%

(a)	Non-Control/Non-Affiliate investments are defined by the Investment Company Act of 1940, as amended (“1940 Act”) as investments that are neither Control Investments nor Affiliate Investments. Controlled investments are defined by the 1940 Act as investments in which more than 25% of the voting securities are owned or where the ability to nominate greater than 50% of the board representation is maintained. Affiliate investments are defined by the 1940 Act as investments in which between 5% and 25% of the voting securities are owned and the investments are not classified as Controlled investments.
(b)	Security may be an obligation of one or more entities affiliated with the named company.
(c)	Unaudited.
(d)	Represents amortized cost for debt securities and cost for preferred stock.
(e)	Security or portion thereof held within CCT Funding, LLC and is pledged as collateral supporting the amounts outstanding under the revolving credit facility with Deutsche Bank.
(f)	The investment is not a qualifying asset under the Investment Company Act of 1940, as amended, or the 1940 Act. A business development company may not acquire any asset other than qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. As of December 31, 2011, 71.6% of the Company’s total assets represented qualifying assets.
(g)	Position or portion thereof unsettled as of December 31, 2011.
(h)	Fair value was determined by the Company’s Board of Directors (see Note 2).
(i)	A portfolio company domiciled in a foreign country.
(j)	This security was acquired in a transaction that was exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Rule 144A thereunder. This security may be resold only in transactions that are exempt from the registration requirements of the Securities Act, normally to qualified institutional buyers.
(k)	7-day effective yield as of December 31, 2011.
(l)	As of December 31, 2011, the aggregate gross unrealized appreciation for all securities in which there was an excess of value over tax cost was $971,241; the aggregate gross unrealized depreciation for all securities in which there was an excess of tax cost over value was $492,730; the net unrealized appreciation was $478,511; the aggregate cost of securities for Federal income tax purposes was $113,825,998.
(m)	Denominated in U.S. Dollars unless otherwise noted.

Abbreviations:

CA - Canada

EUR - Euros; principal amount is denominated in Euros currency

E = EURIBOR - Euro Interbank Offered Rate

IE - Ireland

L = LIBOR - London Interbank Offered Rate, typically 3-month rate

PIK - Payment-in-kind

UK - United Kingdom

See notes to consolidated financial statements.

F-20

CORPORATE CAPITAL TRUST, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements

1.	Principal Business and Organization

Corporate Capital Trust, Inc. (the “Company”) was incorporated under the general corporation laws of the State of Maryland on June 9, 2010. The Company is a non-diversified closed-end management investment company and it is regulated as a business development company (“BDC”) under the Investment Company Act of 1940 (the “40 Act”). The Company’s investment objective is to provide its shareholders with current income and, to a lesser extent, long-term capital appreciation, by investing primarily in the debt of privately owned U.S. companies with a focus on originated transactions sourced through the networks of its advisors.

The Company is externally managed by CNL Fund Advisors Company (“CNL”) and KKR Asset Management LLC (“KKR”) (collectively the “Advisors”), which are responsible for sourcing potential investments, analyzing and conducting due diligence on prospective investment opportunities, structuring investments and monitoring the Company’s investment portfolio on an ongoing basis. Both Advisors are registered as investment advisers with the Securities and Exchange Commission (“SEC”). CNL also provides the administrative services necessary for the Company to operate.

The Company is currently selling shares of its common stock pursuant to a registration statement on Form N-2 (as amended and supplemented, the “Registration Statement”) and it is offering to sell, on a continuous basis, 150 million shares of common stock for approximately $1.6 billion (the “Offering”). The Registration Statement was declared effective by the SEC on April 4, 2011 and the Company commenced its Offering. The Company commenced business operations on June 17, 2011 and it commenced investment operations on July 1, 2011.

As of December 31, 2012, the Company had two wholly owned financing subsidiaries, CCT Funding LLC (“CCT Funding”), which was established on July 15, 2011 for the purpose of arranging a secured, revolving credit facility with a bank and to borrow money to invest in portfolio companies, and Halifax Funding LLC (“Halifax Funding”), which was established on October 11, 2012 for the purpose of entering into total return swaps (“TRS”).

2.	Significant Accounting Policies

Basis of Presentation and Principles of Consolidation - The accompanying financial statements of the Company are prepared in accordance with the instructions to Form 10-K and accounting principles generally accepted in the United States of America (“GAAP”). The Company consolidates the results of the Company’s subsidiaries in its consolidated financial statements. All intercompany account balances and transactions have been eliminated in consolidation.

Use of Estimates - The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities at the date of the consolidated financial statements, (ii) the reported amounts of income and expenses during the reported period and (iii) disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates.

Cash and Cash Equivalents - Cash and cash equivalents consist of demand deposits, foreign currency, and highly liquid investments with original maturities of three months or less.

Valuation of Investments - The Company measures the value of its investments in accordance with Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosure (“ASC Topic 820”), issued by the Financial Accounting Standards Board (“FASB”). Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

Investments for which market quotations are readily available are valued using market quotations, which are generally obtained from independent pricing services, broker-dealers or market makers. With respect to the Company’s portfolio investments for which market quotations are not readily available, the Company’s board of directors is responsible for determining in good faith the fair value in accordance with the valuation policy approved by the board of directors. The board of directors will make this fair value determination on a quarterly basis and any other time when a decision regarding the fair value of the portfolio investments is required. A determination of fair value involves subjective judgments and estimates. Due to the inherent uncertainty of determining the fair value of portfolio investments that do not have a readily available market value, the fair value of the investments may differ significantly from the values that would have been used had a readily available market value existed for such investments, and the differences could be material.

ASC Topic 820 also defines hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuations of these assets and liabilities, and the hierarchical levels are described as follows:

Level 1 – Quoted prices are available in active markets for identical investments as of the reporting date. Publicly listed equities, debt securities and publicly listed derivatives are generally included in Level 1. The Company does not adjust the quoted price for these investments. The Company’s money market fund/short term investment funds and foreign currency are included in this category.

F-21

Level 2 – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. In certain cases, debt and equity securities are valued on the basis of prices from orderly transactions for similar investments in active markets between market participants and provided by reputable dealers or independent pricing services. In determining the value of a particular investment, pricing services may use certain information with respect to transactions in such investments, quotations from dealers, pricing matrices, market transactions in comparable investments, and various relationships between investments. Investments generally included in this category are corporate bonds and loans, convertible debt indexed to publicly listed securities, foreign currency forward contracts and certain over-the-counter derivatives.

Level 3 – Pricing inputs are unobservable for the investment and include situations where there is little, if any, market activity for the investment. The inputs into the determination of fair value require significant judgment or estimation. Investments generally included in this category are total return swap agreements, and corporate bonds/loans and common stock investments that lack observable market pricing.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and it considers factors specific to the investment.

Security Transactions, Realized/Unrealized Gains or Losses, and Income Recognition - Security transactions are recorded on a trade-date basis. The Company measures realized gains or losses from the repayment or sale of investments using the specific identification method. The amortized cost basis of investments includes (i) the original cost and (ii) adjustments for the accretion/amortization of market discounts and premiums, original issue discount and loan origination fees. The Company reports changes in fair value of investments that are measured at fair value as a component of net change in unrealized appreciation (depreciation) on investments in the consolidated statements of operations.

Interest income is recorded on an accrual basis and includes amortization of premiums to par value and accretion of discounts to par value. Discounts and premiums to par value on securities purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. Premiums and discounts are determined based on the cash flows expected to be collected for a particular investment. Structuring service fees, origination, closing, commitment and other upfront fees are generally non-recurring and recognized as revenue when earned. Loan origination fees received in connection with the closing of investments are accreted over the contractual life of the loan based on the effective interest method as interest income. Upon prepayment of a loan or debt security, any prepayment penalties, unamortized loan origination fees, unamortized original issue discount, and unamortized market discounts are recorded as interest income.

The Company has investments in debt securities which contain a contractual payment-in-kind, or PIK, interest provision. If the borrower elects to pay, or is obligated to pay, PIK interest, and if deemed collectible in management’s judgment, then the PIK interest is computed at the contractual rate specified in the investment’s credit agreement, the computed PIK interest is added to the principal balance of the investment, and the computed PIK interest is recorded as interest income.

Dividend income on preferred equity securities is recorded as dividend income on an accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly traded portfolio companies.

Loans or debt securities are placed on non-accrual status when principal or interest payments are at least 90 days past due or when there is reasonable doubt that principal or interest will be collected. Generally, accrued interest is reversed when a loan or a debt security is placed on non-accrual status. Interest payments received on non-accrual loans or debt securities may be recognized as income or applied to principal depending upon management’s judgment. Non-accrual loans and debt securities are restored to accrual status when past due principal and interest is paid and, in management’s judgment, are likely to remain current. The Company may make exceptions to this treatment if the loan has sufficient collateral value and is in the process of collection.

Derivative Instruments - The Company’s derivative instruments include foreign currency forward contracts and total return swaps. The Company marks its derivatives to market through net change in unrealized appreciation (depreciation) on derivative instruments in the consolidated statements of operations.

Deferred Financing Costs - Deferred financing costs represent fees and other direct costs incurred in connection with arranging the Company’s borrowings and the TRS. These amounts are initially recorded as prepaid and deferred expenses on the consolidated statements of assets and liabilities and then subsequently amortized over the contractual term of the credit facility or TRS as interest expense.

Paid In Capital - The Company records the proceeds from the sale of its common stock on a net basis to (i) capital stock and (ii) paid in capital in excess of par value, excluding all commissions and marketing support fees.

Foreign Currency Translation, Transactions and Gains/Losses - Foreign currency amounts are translated into U.S. dollars on the following basis: (i) at the exchange rate on the last business day of the reporting period for the fair value of investment securities, other assets and liabilities; and (ii) at the rates of exchange prevailing on the respective recording dates for the purchase and sale of investment securities, income, expenses, gains and losses.

Net assets and fair values are presented based on the applicable foreign exchange rates described above and the Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in fair values of investments held; therefore the fluctuations related to foreign exchange rate conversion are included with the net realized gain (loss) and unrealized appreciation (depreciation) on investments.

F-22

Net realized foreign exchange gains or losses arise from activity in foreign currency forward contracts, sales of foreign currency, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded by the Company and the U.S. dollar equivalent of the amounts actually received or paid by the Company. Unrealized appreciation (depreciation) from currency translation for foreign currency forward contracts is included in net change in unrealized appreciation (depreciation) on derivative instruments on the consolidated statements of operations. Unrealized appreciation (depreciation) from foreign currency translation for other receivables or payables is presented as net change in unrealized appreciation (depreciation) on foreign currency translation in the consolidated statements of operations. Unrealized appreciation (depreciation) on foreign currency forward contracts is included with unrealized appreciation (depreciation) on derivative instruments on the consolidated statements of assets and liabilities.

Management Fees - The Company accrues for the base management fee (recorded as investment advisory fees) and performance-based incentive fees, including (i) a subordinated incentive fee on income and (ii) an incentive fee on capital gains. The Company records the liability for the incentive fee on capital gains based on a hypothetical liquidation of its investment portfolio at the end of each reporting period. Therefore the accrual for incentive fee on capital gains includes the recognition of incentive fee on both net realized gains and net unrealized appreciation, if any, although any such incentive fee associated with net unrealized appreciation is neither earned nor payable to the Advisors until net unrealized appreciation is realized as net realized gains. Additionally the determination of whether the accrued incentive fee associated with net realized gains is earned and payable to the Advisors can only be made at the end of the calendar year. The two components of performance-based incentive fees are combined and expensed on the consolidated statements of operations and accrued on the consolidated statements of assets and liabilities as accrued performance-based incentive fees.

Organization and Offering Expenses - Organization expenses, including reimbursement payments to Advisors, are expensed on the Company’s consolidated statements of operations. Continuous offering expenses, including reimbursement payments to Advisors, but excluding commission and marketing support fees, are accumulated monthly and capitalized on the consolidated statements of assets and liabilities as deferred offering expenses and then subsequently expensed over a 12-month period.

Earnings per Share - Earnings per share is calculated based upon the daily weighted average number of shares of common stock outstanding during the reporting period.

Dividends and Distributions - Dividends and distributions are declared by the Company’s board of directors each calendar quarter and recognized as distribution liabilities on the ex-dividend date. The ex-dividend date for the Company’s common stock is the same as the record date. Net realized gains, if any, generally are distributed at least annually, although the Company may decide to retain such net realized gains for investment.

The Company has adopted a distribution reinvestment plan that provides for reinvestment of distributions on behalf of shareholders. Shareholders who have elected to participate in the distribution reinvestment plan will have their cash distribution automatically reinvested in additional shares of common stock at a price per share equivalent to the public offering price on the distribution payment date, net of commissions and marketing support fees.

Federal Income Taxes - The Company has elected to be treated for federal income tax purposes, and intends to maintain its qualification as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code (the “Code”). Generally, a RIC is not subject to federal income taxes on distributed income and gains if it distributes at least 90% of “Investment Company Taxable Income,” as defined in the Code. The Company intends to distribute sufficient dividends to maintain its RIC status each year and it does not anticipate paying a material level of federal income taxes in the future.

The Company is also generally subject to nondeductible federal excise taxes if it does not distribute an amount at least equal to the sum (i) 98% of net ordinary income, (ii) 98.2% of the Company’s capital gains in excess of capital losses for the one-year period generally ending on October 31 of the calendar year and (iii) any ordinary income and net capital gains for preceding years that were not distributed during such years and on which the Company paid no federal income tax. The Company, at its discretion, may carry forward taxable income in excess of calendar year distributions and pay a 4% excise tax on this excess taxable income.

The Company recognizes in its consolidated financial statements the effect of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Tax benefits of positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax expense in the current year. The Company did not have any uncertain tax positions that met the recognition or measurement criteria of ASC 740-10-25, Income Taxes – Overall –Recognition, nor did it have any unrecognized tax benefits as of the periods presented herein. Although the Company files federal and state tax returns, its major tax jurisdiction is federal.

Book and tax basis differences relating to permanent book and tax differences are reclassified among the Company’s capital accounts, as appropriate. Additionally, the tax character of distributions is determined in accordance with the Code which may differ from GAAP. See Note 13 to the consolidated financial statements.

Prior to the Company’s election for tax treatment as a RIC, it was subject to corporate federal and state income taxes on its taxable income. The Company did not have taxable income prior to the RIC election in 2011.

F-23

Recent Accounting Pronouncements - In January 2013, the FASB clarified the scope of offsetting disclosure requirements which require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to evaluate the effect or potential effect of netting arrangements on an entity’s financial position, including the effect or potential effect of rights of setoff associated with certain financial instruments and derivative instruments. The guidance is effective for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods, with retrospective disclosures required for all comparative periods presented. The Company does not expect the guidance to have a material impact on its consolidated financial statements.

3.	Investments

The Company is engaged in a strategy to invest primarily in the debt of privately owned U.S. companies. The primary investment concentrations include (i) senior debt securities and (ii) subordinated debt securities. The fair value of senior and subordinated debt investments will generally fluctuate with, among other things, changes in prevailing interest rates, the general supply of, and demand for, debt capital among private and public companies, general domestic and global economic conditions, the condition of certain financial markets, developments or trends in any particular industry and changes in the financial condition and credit quality of each security’s issuer.

Investment purchases, sales and principal payments/paydowns are summarized below for the years ended December 31, 2012 and 2011. These purchase and sale amounts exclude short-term investments (i.e. money market fund investments) and derivative instruments.

	Year Ended December 31, 2012		Year Ended December 31, 2011
Investment purchases, at cost	$	991,951,587	$	106,811,148
Investment sales, proceeds		358,597,920		481,516
Principal payments/paydown proceeds		51,931,990		—

The Company’s investment portfolio may contain loans that are in the form of lines of credit, unfunded delayed draw loan commitments, or revolving credit facilities, which require the Company to provide funding when requested by portfolio companies in accordance with the terms of the underlying loan agreements. As of December 31, 2012, the Company had two unfunded delayed draw loan commitments that amounted to $1,012,317. The Company maintains sufficient cash on hand to fund such unfunded loan commitments should the need arise.

As of December 31, 2012, none of the Company’s debt investments were on non-accrual status or in monetary default.

As of December 31, 2012, the Company’s investment portfolio consisted of the following:

Asset Category	Cost		Fair Value		Percentage of Portfolio			Percentage of Net Assets
Senior debt securities	$	519,196,084	$	522,442,812		74.9	%		85.4	%
Subordinated debt securities		166,981,595		169,788,339		24.3			27.8
Total debt securities		686,177,679		692,231,151		99.2			113.2
Common stock		448,908		453,397		0.1			0.1
Preferred Stock		4,800,812		4,983,883		0.7			0.8
Total equity securities		5,249,720		5,437,280		0.8			0.9
Subtotal		691,427,399		697,668,431		100.0	%		114.1
Short term investments		13,202,168		13,202,168					2.2
Total investments	$	704,629,567	$	710,870,599					116.3	%

As of December 31, 2011, the Company’s investment portfolio consisted of the following:

Asset Category	Cost		Fair Value		Percentage of Portfolio			Percentage of Net Assets
Senior debt securities	$	71,398,157	$	71,609,433		67.2	%		109.9	%
Subordinated debt securities		34,613,494		34,877,800		32.7			53.5
Total debt securities		106,011,651		106,487,233		99.9			163.4
Preferred stock		99,595		102,524		0.1			0.2
Subtotal		106,111,246		106,589,757		100.0	%		163.6
Short term investments		7,714,752		7,714,752					11.8
Total investments	$	113,825,998	$	114,304,509					175.4	%

F-24

The industry composition, geographic dispersion, and local currencies of the Company’s investment portfolio at fair value, excluding short-term investments and derivative instruments, as of December 31, 2012 and December 31, 2011 was as follows:

Industry Composition	December 31, 2012			December 31, 2011
Capital Goods		13.7	%		3.4	%
Media		11.0			8.1
Materials		9.9			3.4
Retailing		9.2			12.6
Software & Services		9.1			14.6
Technology Hardware & Equipment		7.8			4.6
Insurance		6.2			2.4
Health Care Equipment & Services		6.2			6.9
Telecommunication Services		4.1			9.0
Consumer Services		3.7			4.9
Commercial & Professional Services		3.4			3.2
Remaining Industries		15.7			26.9
Total		100.0	%		100.0	%

Geographic Dispersion (1)
United States		94.4	%		97.4	%
United Kingdom		2.2			1.5
Luxembourg		1.3			—
Singapore		0.5			—
Mexico		0.5			—
Canada		—			1.1
Germany		0.5			—
Spain		0.2			—
Remaining Countries		0.4		<0.1
Total		100.0	%		100.0	%

Local Currency
U.S. Dollar		97.3	%		99.0	%
Euro		1.7			1.0
British Pound Sterling		1.0			—
Total		100.0	%		100.0	%

(1) The geographic dispersion is determined by the portfolio company’s country of domicile.

During the year ended December 31, 2012, the Company did not hold any non-controlled investments where it owned 5% or more of a portfolio company’s outstanding voting securities as investments in “affiliated” companies. In addition, the Company did not hold any investments in “controlled” companies where it owned more than 25% of a portfolio company’s outstanding voting securities.

4.	Derivative Instruments

The following is a summary of the fair value and location of the Company’s derivative instruments on the consolidated statements of assets and liabilities:

		December 31, 2012
Derivative Instrument	Statement Location	Fair Value
Foreign currency forward contracts	Unrealized appreciation (depreciation) on derivative instruments	$	(146,928	)
TRS	Unrealized appreciation on derivative instruments		1,349,246
		$	1,202,318

F-25

Realized and unrealized gains and losses on derivative instruments recorded by the Company for the year ended December 31, 2012 are in the following location on the consolidated statements of operations:

			December 31, 2012
Derivative Instrument	Statement Location		Realized Gain (Loss)
Foreign currency forward contracts	Net realized loss on derivative instruments	$	(432,972	)

			Unrealized Gain (Loss)
Foreign currency forward contracts	Net change in unrealized appreciation on derivative instruments		(146,928	)
TRS	Net change in unrealized appreciation on derivative instruments		1,349,246
		$	1,202,318

Foreign Currency Forward Contracts:

The Company may enter into foreign currency forward contracts from time to time to facilitate settlement of purchases and sales of investments denominated in foreign currencies and to economically hedge the impact that an adverse change in foreign exchange rates would have on the value of the Company’s investments denominated in foreign currencies. A foreign currency forward contract is a commitment to purchase or sell a foreign currency at a future date (usually the security transaction settlement date) at a negotiated forward rate. These contracts are marked-to-market by recognizing the difference between the contract exchange rate and the current market exchange rate as unrealized appreciation or depreciation. Realized gains or losses are recognized when forward contracts are settled. Risks may arise as a result of the potential inability of the counterparties to meet the terms of their contracts; the Company attempts to limit counterparty risk by only dealing with creditworthy counterparties.

There were no open foreign currency forward contracts at December 31, 2011. At December 31, 2012, the details of the Company’s open foreign currency forward contracts were as follows:

Foreign Currency	Settlement Date	Amount and Transaction		US$ Value at Settlement Date		US$ Value at December 31, 2012		Unrealized Appreciation/ (Depreciation)
EUR	Jan. 3, 2013	€	2,300,000 Sold	$	2,917,964	$	3,035,887	$	(117,923	)
EUR	Jan. 31, 2013	€	6,241,682 Sold		8,249,319		8,240,679		8,640
GBP	Jan. 18, 2013	₤	4,255,000 Sold		6,874,110		6,911,755		(37,645	)
Total				$	18,041,393	$	18,188,321	$	(146,928	)

Total Return Swaps:

On November 15, 2012, Halifax Funding entered into the TRS with the Bank of Nova Scotia (“BNS”).

The TRS arrangement with BNS consists of a set of TRS agreements. Pursuant to the terms of the TRS, Halifax Funding may select a portfolio of single-name corporate loans and/or bonds (each a “TRS reference asset” and together the “TRS reference assets”) with a maximum aggregate notional amount of $500,000,000. Under the terms of the TRS, each reference asset included in the TRS portfolio constitutes a separate total return swap transaction, although all calculations, payments and transfers required to be made under the TRS are calculated and treated on an aggregate basis, based upon all such transactions.

Halifax Funding receives quarterly from BNS i) all collected interest and fees generated by the TRS reference assets and ii) realized gains, if any. Halifax Funding pays to BNS i) interest on the TRS settled notional amount at a rate equal to the three-month LIBOR+0.80% per annum if the initial investment amount (i.e. posted collateral) equals or exceeds 50% of the TRS trade basis notional amount, or three-month LIBOR+1.00% if the initial investment amount is less than 50% of the TRS trade basis notional amount and ii) realized losses, if any. In addition, upon the termination, sale or repayment of any reference asset, Halifax Funding will either receive from BNS the net realized gain in the value, or pay to BNS any net realized loss in the value of the portfolio of TRS reference assets.

Generally, the required collateral amount is at least 40% of the notional amount of each TRS reference asset at the time that such TRS reference asset is confirmed for inclusion as a TRS reference asset by the counterparty. Halifax Funding may be required to post additional cash collateral, on a dollar-for-dollar basis, in the event of depreciation in the value of the reference assets after such value decreases below a specified amount. The minimum additional TRS cash collateral that Halifax Funding is required to post is equal to the amount required to ensure that the collateral market value, as solely determined by BNS, is at least equal to 25% of the value of the portfolio of TRS reference assets.

The obligations of Halifax Funding under the TRS agreements are non-recourse to the Company and the Company’s exposure to the TRS is limited to the amount of cash collateral that is posted pursuant to the terms of the TRS agreement. The Company has no contractual obligation to post any cash collateral or to make any interest payments to BNS. The Company may, but is not obligated to, increase its equity investment in Halifax Funding for the purpose of funding additional cash collateral or payment obligations for which Halifax Funding may become obligated during the term of the TRS agreements. If the Company does not make any such additional equity investment in Halifax Funding and Halifax Funding fails to meet its obligations under the TRS agreements, then BNS will have the right to terminate the TRS and use the cash collateral posted by Halifax Funding with the custodian to offset any amount owed to BNS. In the event of an early termination of the TRS, Halifax Funding would be required to pay an early termination fee. In the absence of an early termination as described above, the TRS will terminate on January 15, 2016. The Company may terminate the TRS at any time upon providing at least 30 days’ notice prior to the proposed settlement date of the reference assets related to such termination.

F-26

Realized gains and losses on the TRS are composed of any gains or losses on the reference assets as well as the net interest received or paid on the quarterly TRS settlement date. Unrealized gains and losses on the TRS are composed of the net accrued interest income and accrued interest expense owed and the overall change in fair value of the reference assets. The fair value of the TRS is included in unrealized appreciation on derivative instruments on the consolidated statements of assets and liabilities. The change in value of the TRS is included in the consolidated statements of operations as net change in unrealized appreciation on derivative instruments.

As of December 31, 2012, Halifax Funding had selected 54 underlying loans with a total notional amount of $164,011,774 and had posted $87,974,019 in cash collateral (of which only $65,604,709 was required to be posted), which is reflected in cash collateral on deposit with custodian on the consolidated statements of assets and liabilities. The settled notional amount as of December 31, 2012 was $105,013,915. During the year ended December 31, 2012, the Company and it wholly subsidiary CCT Funding sold $113,951,381 of loans at market prices to BNS in connection with the selection and acquisition of TRS reference assets.

The following table summarizes the fair value components of the portfolio of TRS reference assets as of December 31, 2012, as determined by the Company’s board of directors:

	December 31, 2012
Spread interest income	$	938,085
Net realized loss		(345,303	)
Unrealized appreciation of reference assets		756,464
Total fair value	$	1,349,246

F-27

The following is a summary of the TRS reference assets as of December 31, 2012:

Company (a)	Industry	Investment	Interest Rate		LIBOR Floor		Maturity Date	Notional Amount		Fair Value		Unrealized Appreciation (Depreciation)
Block Communications, Inc.	Media	Subordinated Debt		7.250%			2/1/2020	$	114,480	$	114,345	$	(135	)
California Pizza Kitchen, Inc.	Food & Staples Retailing	Senior Debt		L+550		1.25%	7/7/2017		4,262,610		4,241,136		(21,474	)
Camp International Holding Co.	Software & Services	Senior Debt		L+400		1.25%	5/31/2019		2,173,058		2,171,980		(1,078	)
Catalina Marketing Corp.	Media	Subordinated Debt		10.500%			10/1/2015		7,000,000		6,871,323		(128,677	)
CCC Information Services, Inc.	Software & Services	Senior Debt (c)		L+470		1.25%	12/14/2019		1,510,518		1,521,266		10,748
Charter Communications Operating, LLC	Media	Subordinated Debt (b)		7.250%			10/30/2017		625,286		622,421		(2,865	)
CHG Companies, Inc.	Health Care Equipment & Services	Senior Debt (c)		L+375		1.25%	11/19/2019		6,912,675		6,970,839		58,164
Clear Channel Communications, Inc.	Media	Subordinated Debt (b)		6.500%			11/15/2022		2,237,153		2,342,578		105,425
Clear Channel Communications, Inc.	Media	Subordinated Debt (b)		6.500%			11/15/2022		6,110,822		6,411,284		300,462
Continental Airlines, Inc.	Transportation	Senior Debt (b)		8.307%			10/2/2019		605,308		569,131		(36,177	)
First American Payment Systems, LP	Software & Services	Senior Debt		L+450		1.25%	10/12/2018		8,951,140		8,913,603		(37,537	)
FleetPride Corp.	Capital Goods	Senior Debt (c)		L+400		1.25%	11/19/2019		4,521,864		4,517,596		(4,268	)
Fly Leasing, Ltd.	Transportation	Senior Debt (b)(c)		L+450		1.25%	8/8/2018		4,193,364		4,176,908		(16,456	)
GCI Inc.	Telecommunication Services	Subordinated Debt		6.750%			6/1/2021		6,643,615		6,576,845		(66,770	)
Gymboree Corporation	Retailing	Senior Debt		L+350		1.50%	2/23/2018		4,097,160		3,885,421		(211,739	)
Hamilton Sundstrand Industrial	Capital Goods	Senior Debt		L+375		1.25%	12/13/2019		7,920,000		8,060,000		140,000
Heartland Dental Care	Pharmaceuticals, Biotechnology & Life Sciences	Senior Debt (c)		L+500		1.25%	12/21/2018		4,202,808		4,202,808		—
Hilcorp Energy I LP	Energy	Subordinated Debt (b)		8.000%			2/15/2020		1,816,605		1,808,310		(8,295	)
Hubbard Radio, LLC	Media	Senior Debt (c)		L+375		1.50%	4/28/2017		493,735		494,963		1,228
Husky Injection Molding Systems, Ltd.	Capital Goods	Senior Debt (b)(c)		L+450		1.25%	7/2/2018		1,255,775		1,248,913		(6,862	)
Immucor, Inc.	Health Care Equipment & Services	Senior Debt (c)		L+450		1.25%	8/19/2018		47,868		47,878		10
IPC Systems, Inc.	Technology Hardware & Equipment	Senior Debt		L+650			7/31/2017		3,951,390		3,897,764		(53,626	)
Jo-Ann Stores, Inc.	Retailing	Senior Debt (c)		L+350		1.25%	3/16/2018		22,847		22,827		(20	)
Kinetic Concepts, Inc.	Health Care Equipment & Services	Senior Debt (c)		L+425		1.25%	5/4/2018		1,971,180		1,971,209		29
Kinetic Concepts, Inc.	Health Care Equipment & Services	Senior Debt (c)		L+375		1.25%	11/4/2016		1,312,798		1,312,321		(477	)
Local TV Finance, LLC	Media	Senior Debt (c)		L+400			5/7/2015		371,846		370,317		(1,529	)
Lord & Taylor Holdings, LLC	Retailing	Senior Debt (c)		L+450		1.25%	1/11/2019		33,748		33,633		(115	)
MedAssets, Inc.	Health Care Equipment & Services	Senior Debt (b)		L+275		1.25%	12/13/2019		2,340,811		2,346,693		5,882
MGM Resorts International	Consumer Services	Senior Debt (b)		L+325		1.00%	12/20/2019		7,231,413		7,340,429		109,016
Misys PLC	Software & Services	Senior Debt (b)		12.000%			6/12/2019		5,981,728		5,979,313		(2,415	)
NPC International, Inc.	Consumer Services	Senior Debt (c)		L+325		1.25%	12/28/2018		1,636,027		1,623,924		(12,103	)
NuSil Technology LLC	Materials	Senior Debt (c)		L+375		1.25%	4/7/2017		502,540		501,129		(1,411	)
Nuveen Investments, Inc.	Diversified Financials	Senior Debt (b)(c)		L+550			5/13/2017		7,058,793		7,065,412		6,619
Nuveen Investments, Inc.	Diversified Financials	Senior Debt (b)		L+600		1.25%	5/13/2017		284,653		282,819		(1,834	)
Nuveen Investments, Inc.	Diversified Financials	Senior Debt (b)		L+550			5/13/2017		25,646		25,719		73
PQ Corp.	Materials	Senior Debt		L+425		1.25%	5/8/2017		5,582,056		5,587,953		5,897
PVH Corp.	Consumer Durables & Apparel	Senior Debt (b)(c)		L+250		0.75%	12/19/2019		1,472,790		1,487,592		14,802
RedPrairie Corp.	Software & Services	Senior Debt (c)		L+550		1.25%	12/21/2018		1,078,000		1,096,857		18,857
Roofing Supply Group, LLC	Retailing	Senior Debt (c)		L+375		1.25%	5/31/2019		89,662		89,699		37
Sabre, Inc.	Transportation	Senior Debt (c)		L+575			12/29/2017		4,398,657		4,397,084		(1,573	)
Sabre, Inc.	Transportation	Senior Debt (c)		L+600		1.25%	12/29/2017		2,212,085		2,211,865		(220	)
Savers, Inc.	Retailing	Senior Debt (c)		L+375		1.25%	7/9/2019		204,618		204,681		63
Scitor Corp.	Capital Goods	Senior Debt (c)		L+350		1.50%	2/15/2017		21,713		21,761		48
SGS International, Inc.	Media	Senior Debt		L+375		1.25%	10/17/2019		5,515,510		5,543,226		27,716
Skilled Healthcare Group, Inc.	Health Care Equipment & Services	Senior Debt (b)		L+525		1.50%	4/9/2016		14,806		14,738		(68	)
Spectrum Brands, Inc.	Household & Personal Products	Senior Debt (b)		L+325		1.25%	12/17/2019		1,525,129		1,551,848		26,719
Tempur-Pedic International, Inc.	Commercial & Professional Services	Senior Debt (b)(c)		L+400		1.00%	11/14/2019		6,852,112		7,000,436		148,324
Terex Corp.	Capital Goods	Subordinated Debt (b)		6.000%			5/15/2021		4,626,000		4,857,300		231,300
The TelX Group, Inc.	Telecommunication Services	Senior Debt (c)		L+500		1.25%	9/23/2017		7,018,541		6,998,936		(19,605	)
Tomkins Air Distribution	Capital Goods	Senior Debt		L+375		1.25%	11/9/2018		5,949,104		6,058,021		108,917
USI Holdings Corp.	Insurance	Subordinated Debt		7.750%			1/15/2021		1,076,000		1,062,550		(13,450	)
USI Holdings Corp.	Insurance	Senior Debt (c)		L+400		1.25%	12/27/2019		1,918,906		1,940,121		21,215
West Corp.	Software & Services	Subordinated Debt		8.625%			10/1/2018		6,029,800		6,095,500		65,700
West Corp.	Software & Services	Senior Debt (c)		L+425		1.25%	7/15/2016		5,021		5,013		(8	)
								$	164,011,774	$	164,768,238	$	756,464

(a)

Security may be an obligation of one or more entities affiliated with the named company.

(b)

The investment is not a qualifying asset as defined in Section 55(a) under the 1940 Act.

(c)

Reference asset position or portion thereof unsettled as of December 31, 2012.

F-28

5.	Fair Value of Financial Instruments

The Company’s investments were categorized in the fair value hierarchy as follows as of December 31, 2012 and December 31, 2011:

	December 31, 2012
Investment Type	Level 1		Level 2		Level 3		Total
Senior debt securities	$	—	$	435,852,236	$	86,590,576	$	522,442,812
Subordinated debt securities		—		163,579,848		6,208,491		169,788,339
Common stock		—		—		453,397		453,397
Preferred stock		4,983,883		—		—		4,983,883
Subtotal		4,983,883		599,432,084		93,252,464		697,668,431
Short term investments		13,202,168		—		—		13,202,168
Total	$	18,186,051	$	599,432,084	$	93,252,464	$	710,870,599

Derivative Type	Level 1		Level 2			Level 3		Total
Assets
Foreign currency forward contracts	$	—	$	8,640		$	—	$	8,640
Total return swaps		—		—			1,349,246		1,349,246
Liabilities
Foreign currency forward contracts		—		(155,568	)		—		(155,568	)
Total	$	—	$	(146,928	)	$	1,349,246	$	1,202,318

	December 31, 2011
Investment Type	Level 1		Level 2		Level 3		Total
Senior debt securities	$	—	$	66,957,496	$	4,651,937	$	71,609,433
Subordinated debt securities		—		33,914,267		963,533		34,877,800
Preferred stock		102,524		—		—		102,524
Subtotal		102,524		100,871,763		5,615,470		106,589,757
Short term investments		7,714,752		—		—		7,714,752
Total	$	7,817,276	$	100,871,763	$	5,615,470	$	114,304,509

At December 31, 2012, the Company held 18 distinct investment positions that were classified as Level 3, representing an aggregate fair value of $93,252,464 and 13.1% of the total investment portfolio. The ranges of unobservable inputs used in the fair value measurement of the Company’s Level 3 investments as of December 31, 2012 were as follows:

Asset Group	Fair Value (1)		Valuation Techniques (2)	Unobservable Inputs	Range (Weighted Average) (3)
	$	18,681,009	Broker Quotes	Mid Price		94.25 - 102 (100.98)
			Broker Quotes	Mid Price		98 - 101.5 (98.55)
Senior Debt		67,909,567	Market Comparables	Yield		5.0 - 11.9% (8.91%)
			Market Comparables	Discount Margin		437 - 1069 bps (808 bps)
				Illiquidity Discount		1.0 - 4.0% (2.29%)
			Broker Quotes	Bid Price		104.02 (NA)
			Market Comparables	Yield		12.0 - 13.0% (12.54%)
Subordinated Debt		6,208,491	Market Comparables	Discount Margin		1071 - 1250 bps (1170 bps)
				EBITDA Multiple		9.6x (NA)
				Illiquidity Discount		2% (NA)
			Market Comparables	Forward EBITDA Multiple		9.8x (NA)
Common Stock			Market Comparables	LTM EBITDA Multiple		12.9x (NA)
		453,397		Illiquidity Discount		15% (NA)
			Discounted Cash Flow	Weighted Average Cost of Capital		12.2% (NA)
Total	$	93,252,464

F-29

(1)	The TRS was valued in accordance with the TRS Agreement as discussed below.

(2)

For the assets and investment that have more than one valuation technique, the Company may rely on the stated techniques individually or in the aggregate based on a weight ascribed to each valuation technique, ranging from 0 – 100%. Broker quotes obtained for valuation purposes are reviewed by the Company relative to other valuation techniques.

(3)	Weighted average amounts are based on the estimated fair values. If noted as NA, then the number of inputs is too few to compute the weighted average for the range.

The more significant unobservable inputs used in the fair value measurement of the Company’s senior and subordinated loan investments are quotes obtained from unaffiliated brokers. In the event that there are limited broker quotes, then the valuation process will further rely on the inputs from comparable investments and/or discounted cash flow analysis. Depending on the type of loan investment position held by the Company, the relative comparable value analysis may rely on any of (i) market yields, (ii) discount margin, (iii) illiquidity discount and (iv) leverage EBITDA multiples analysis to either confirm a single broker quote, or to generate a fair value in the absence of any broker quote. Other significant unobservable inputs used in the fair value measurement of the Company’s investments are also disclosed in the table above. Any significant increases or decreases in these unobservable inputs would result in significant increases or decreases in the fair value of the Company’s investments.

The TRS is also classified as Level 3 at December 31, 2012. The Company valued its TRS in accordance with the TRS agreements between Halifax Funding and BNS, which collectively established the TRS. Pursuant to the TRS agreements, the value of the TRS is based on (i) the increase or decrease in the value of the TRS reference assets relative to the notional amounts, together with (ii) accrued interest income and fee income, (iii) TRS swap financing costs on the TRS settled trade notional amount, and (iv) certain other expenses incurred under the TRS. The TRS reference assets are valued pursuant to the valuation algorithm specified the TRS Agreement, including reliance on indicative bid prices provided by independent third-party pricing services. Bid prices reflect the highest price that market participants may be willing to pay. On a quarterly basis, the Company’s management reviews, tests and compares (i) the indicative bid prices assigned to each TRS reference asset by BNS, based on the inputs provided to BNS by third-party pricing services with (ii) third-party service provider pricing inputs that are independently sourced by the Company’s management and/or its Advisors. To the extent the Company’s management has any questions or concerns regarding the valuation of the TRS reference assets, such valuations are discussed or challenged with BNS pursuant to the terms of the TRS agreements. Additionally, the Company’s management reviews the calculations of both collected and accrued interest, total return swap financing costs, and realized gains and losses that also determine the aggregate fair value of the TRS. For additional disclosures on the Company’s TRS, including quantitative disclosures of the current period conclusions of the fair value components, as reviewed and approved by the Company’s board of directors, refer to Note 4.

The following is a reconciliation for the year ended December 31, 2012 of investments for which Level 3 inputs were used in determining fair value:

	Senior Debt Securities			Subordinated Debt Securities			Common Stock		Total Return Swaps		Total
Fair Value Balance as of January 1, 2012	$	4,651,937		$	963,533		$	—	$	—	$	5,615,470
Purchases		81,956,118			7,090,290			448,908		—		89,495,316
Net realized gain		605,740			11,961			—		—		617,701
Net change in unrealized appreciation (1)		1,111,508			249,561			4,489		1,349,246		2,714,804
Sales or repayments		(20,197,792	)		(998,480	)		—		—		(21,196,272	)
Net discount accretion		119,934			(2,492	)		—		—		117,442
Transfers out of Level 3		(6,808,399	)		(1,105,882	)		—		—		(7,914,281	)
Transfers into Level 3		25,151,530			—			—		—		25,151,530
Fair Value Balance as of December 31, 2012	$	86,590,576		$	6,208,491		$	453,397	$	1,349,246	$	94,601,710

Change in net unrealized appreciation (depreciation) in investments still held as of December 31, 2012 (1)	$	1,361,674		$	242,703		$	4,489	$	1,349,246	$	2,958,112

(1) Amount is included in the related amount on investments in the consolidated statements of operations.

F-30

The following is a reconciliation for the period ended December 31, 2011 of investments for which Level 3 inputs were used in determining fair value:

	Senior Debt Securities			Subordinated Debt			Total
Fair Value Balance as of July 1, 2011	$	—		$	—		$	—
Purchases		4,659,521			985,747			5,645,268
Net change in unrealized appreciation (1)		49,134			(22,590	)		26,544
Sales or repayments		(59,343	)		—			(59,343	)
Net discount accretion		2,625			376			3,001
Fair Value Balance as of December 31, 2011	$	4,651,937		$	963,533		$	5,615,470

Change in net unrealized appreciation (depreciation) in investments still held as of December 31, 2011 (1)	$	49,134		$	(22,590	)	$	26,544

(1) Amount is included in the related amount on investments in the consolidated statements of operations.

Eight securities were transferred into the Level 3 hierarchy and four were transferred out of the Level 3 hierarchy during the year ended December 31, 2012. These investments were transferred at fair value as of the beginning of the quarter in which they were transferred. The classification transfers between Level 2 and Level 3 were based on the observed changes in liquidity based on information supplied by a third party pricing source, whereby such liquidity information is routinely reviewed no less frequently than monthly. All realized and unrealized gains and losses are included in earnings (changes in net assets) and are reported as separate line items within the Company’s consolidated statements of operations.

The Company held no investments prior to July 1, 2011 and there were no transfers between Level 1, 2 or 3 relative to prior periods.

The carrying value of cash and foreign currency is classified as Level 1 with respect to the fair value hierarchy. The carrying value of the revolving credit facility approximates its fair value and it would be classified as Level 2 with respect to the fair value hierarchy.

6.	Agreements and Related Party Transactions

The Company entered into a managing dealer agreement with CNL Securities Corp., an affiliate of CNL. CNL Securities Corp. serves as the managing dealer of the Offering and in connection therewith receives selling commissions of up to 7% of gross offering proceeds, a marketing support fee of up to 3% of gross offering proceeds, and reimbursement of due diligence and certain other expenses incurred in connection with the Offering. All or any portion of these fees and expense reimbursements may be reallowed to participating brokers. The Company will pay a maximum sales load of 10% of gross offering proceeds for all combined selling commissions, marketing support fees and expense reimbursements.

The Company entered into an investment advisory agreement with CNL (together with one amendment, the “Investment Advisory Agreement”) for the overall management of the Company’s investment activities. The Company and CNL have entered into a sub-advisory agreement with KKR (the “Sub-Advisory Agreement”), under which KKR is responsible for the day-to-day management of the Company’s investment portfolio. CNL earns a base management fee equal to an annual rate of 2% of the Company’s average gross assets at the end of the two most recently completed months and it is computed and paid monthly. Gross assets include assets purchased with borrowed funds, unrealized depreciation or appreciation on total return swaps and cash collateral on deposit with custodian in connection with TRS, but exclude deferred offering expense. CNL also earns a performance-based incentive fee that is comprised of the following two parts: (i) a subordinated incentive fee on pre-incentive fee net investment income, and (ii) an incentive fee on capital gains. The subordinated incentive fee, paid quarterly if earned, is computed as the sum of (A) 100% of quarterly pre-incentive fee net investment income in excess of 1.75% of average adjusted capital up to a limit of 0.4375% of average adjusted capital, and (B) 20% of pre-incentive fee net investment income in excess of 2.1875% of average adjusted capital. The incentive fee on capital gains, paid annually if earned, is equal to 20% of realized capital gains on a cumulative basis from inception, net of (A) all realized capital losses and unrealized depreciation on a cumulative basis and (B) net of the aggregate amount of any previously paid incentive fee on capital gains. CNL compensates KKR for advisory services that it provides to the Company with 50% of the base management fees and performance-based incentive fees that CNL receives under the Investment Advisory Agreement.

In November 2012, the Company entered into the TRS for the purpose of gaining economic exposure to a portfolio of broadly syndicated corporate loans and bonds. For purposes of computing the performance-based incentive fee, the Company, in a manner consistent with GAAP, treats both a) the interest spread, which represents the difference between i) the interest and fees received on the TRS reference assets and ii) the interest paid to BNS on the settled notional value of the TRS, and b) the net realized gains or losses on the sale or maturity of TRS reference assets as realized gains or losses on derivative instruments. Therefore the net economic benefits, if any, associated with the TRS are included in the computation of the incentive fee on capital gains.

The terms of the Investment Advisory Agreement entitle CNL (and indirectly KKR) to receive up to 5% of gross proceeds in connection with the Offering as reimbursement for organization and offering expenses incurred by the Advisors on behalf of the Company. The Advisors waived the requirement for the Company to reimburse them for organization and offering expenses for the period from June 17, 2011 through January 31, 2012. The waiver of organization and offering expense reimbursement requirements did not reduce the overall amount of organization and offering expenses incurred by the Advisors that is eligible for reimbursement by the Company in future periods. Beginning February 1, 2012, the Company implemented a reimbursement rate of 0.75% of gross offering proceeds to initiate the reimbursement of organization and offering expenses incurred by the Advisors.

F-31

The Company entered into an administrative services agreement with CNL (the “Administrative Services Agreement”) whereby CNL performs, and oversees the performance of, various administrative services on behalf of the Company. Administrative services may include transfer agency oversight and supervisory services, shareholder communication services, general ledger accounting, maintaining required corporate and financial records, financial reporting for the Company and its subsidiaries, audit services, preparation of reports to the Company’s board of directors and lenders, calculating the Company’s net asset value, filing tax returns, preparing and filing SEC reports, preparing, printing and disseminating shareholder reports, overseeing the payment of the Company’s expenses and shareholder distributions, oversight of services providers and the performance of administrative and professional services rendered to the Company by others. CNL may also enter into agreements with its affiliates for the performance of select administrative services or the retention of personnel. The Company reimburses CNL and its affiliates for the professional services and expenses it incurs in performing its administrative obligations on behalf of the Company.

CNL, certain CNL affiliates, and KKR receive compensation and reimbursement of expenses in connection with (i) the performance and supervision of administrative services and (ii) the Offering. Related party fees, expenses and reimbursement of expenses incurred in the years ended December 31, 2012 and December 31, 2011 are summarized below:

Related Party

Source Agreement

Description

Year Ended
December 31, 2012

Year Ended
December 31, 2011

CNL Securities Corp.

Managing Dealer Agreement

Selling commissions and
marketing support fees

55,505,646

6,727,230

CNL and KKR

Investment Advisory Agreement

Base management fees
(investment advisory fees)

9,193,161

347,428

CNL and KKR

Investment Advisory Agreement

Performance-based incentive fees (1)

—

176,847

CNL and KKR

Investment Advisory Agreement

Organization and offering expenses reimbursement (2)

4,250,997

—

CNL

Administrative Services Agreement

Administrative and compliance services

752,985

159,884

(1)

During the year ended December 31, 2012, the Company recorded performance-based incentive fee expense of $1,981,350, comprised of (i) $1,981,350 expense provision for incentive fee on capital gains and (ii) no expense provision for subordinated incentive fee on income. The incentive fee on capital gains was accrued based on the hypothetical liquidation of the investment portfolio as of the end of each reporting period. The incentive fee on capital gains was not earned by the Advisors or payable to the Advisors as of December 31, 2012. As of December 31, 2011, the Company accrued performance-based incentive fee of $282,570, including subordinated incentive fee on income of $176,847 and incentive fee on capital gains of $105,723. The incentive fee on capital gains was not earned or payable to the Advisors as of December 31, 2011.

(2)

The Advisors received reimbursement payments for organization and offering expenses in the amount of $3,814,094 in the year ended December 31, 2012, including $896,218 for organization expenses and $2,917,876 for offering expenses. The Company recorded a reimbursement payable to the Advisors in the amount of $436,903 for offering expenses as of December 31, 2012 which is included in other accrued expenses and liabilities on the consolidated statements of assets and liabilities.

On June 7, 2011, the Company entered into an Expense Support and Conditional Reimbursement Agreement (the “Expense Support Agreement”) with CNL and KKR pursuant to which CNL and KKR jointly and severally agreed to pay to the Company all operating expenses (an “Expense Support Payment”) during the Expense Support Payment Period between June 17, 2011 to December 31, 2011. On December 16, 2011, the Company and the Advisors entered into an amendment to the Expense Support Agreement, effective January 1, 2012, that extended the terminal date of the Expense Support Payment Period to March 31, 2012 and reduced the Reimbursement Ratio from 100% to 65% of the Company’s Operating Expenses. The Amendment also redefined Operating Expenses as all operating costs and expenses paid or incurred by the Company, as determined under GAAP, including base advisory fees payable pursuant to the Investment Advisory Agreement, and excluding (i) performance-based incentive fees payable pursuant to the Investment Advisory Agreement, (ii) organization and offering expenses, and (iii) all interest costs related to borrowings for such period. On March 16, 2012, the Company and the Advisors entered into an amendment and restatement of the Expense Support Agreement, effective April 1, 2012, that extended the terminal date of the Expense Support Payment Period to June 30, 2012 and reduced the Reimbursement Ratio from 65% to 25% of the Company’s Operating Expenses. Expense support payments ceased on July 1, 2012.

Presented below is a summary of Expense Support Payments and the associated terminal eligibility dates for Reimbursement Payments for the years ending December 31, 2011 and December 31, 2012.

Year Ended	Expense Support Payments Received from Advisors		Expense Support Payments Reimbursed to Advisors(1)		Unreimbursed Support Payments		Eligible for Reimbursement through
December 31, 2011	$	1,375,592	$	—	$	1,375,592	December 31, 2014
December 31, 2012		1,590,221		—		1,590,221	December 31, 2015
Total	$	2,965,813	$	—	$	2,965,813

(1) As of December 31, 2012 the Company has accrued $1,829,749 for potential annual year-end reimbursement payment to Advisors.

F-32

During the term of the Expense Support Agreement, the Advisors are entitled to an annual year-end reimbursement payment by the Company for unreimbursed Expense Support Payments made under the Expense Support Agreement (a “Reimbursement Payment”), but such Reimbursement Payments may only be paid (i) within three years after the year in which such Expense Support Payments are attributable, (ii) to the extent that it would not cause the Company’s Other Operating Expenses (Operating Expenses excluding base and incentive advisory fees and organization/offering expenses) to exceed 1.91% of average net assets attributable to common shares as of the end of any such calendar year and (iii) after January 1, 2013 (the “Reimbursement Limit Percentage”). On December 31, 2012, the Company and the Advisors entered into an amendment to the Expense Support Agreement that reduced the Reimbursement Limit Percentage to 1.75%. The Company records the liability for the Reimbursement Payments based on a hypothetical liquidation of its investment portfolio at the end of each reporting period. Management believes that additional liabilities for Reimbursement Payments are not probable as of December 31, 2012.

Indemnification - The Investment Advisory Agreement and the Sub-Advisory Agreement provide certain indemnification to the Advisors, their directors, officers, persons associated with the Advisors, and their affiliates. The managing dealer agreement provides certain indemnification to the managing dealer and each participating broker and their respective officers, directors, partners, employees, associated persons, agents and control persons. As of December 31, 2012, management believes that the risk of incurring any losses for such indemnification is remote.

7.	Earnings Per Share

The following information sets forth the computation of basic and diluted net increase in net assets from operations per share (earnings per share).

Basic and Diluted Net Increase (Decrease) in Net Assets Per Share
	Year Ended December 31, 2012		Year Ended December 31, 2011		Period from June 9, 2010 (inception) to December 31, 2010
Net increase in net assets resulting from operations	$	25,653,567	$	1,381,778	$	—
Weighted average shares outstanding		31,394,766		1,269,117		22,222
Basic/diluted net increase in net assets from operations per share (1)	$	0.82		1.09		—

(1) Diluted and basic net increase in net assets from operations per share were equivalent in each period because there were no common stock equivalents outstanding in each period.

8.	Distributions

The Company’s board of directors declared distributions for 52 record dates in the year ended December 31, 2012. Declared distributions are paid monthly. The total of declared distributions and the sources of distribution payments for the year ended December 31, 2012 are presented in the table below.

Declared Distributions	Per Share		Amount		Allocation
For three months ended March 31, 2012 (13 record dates)	$	0.19	$	1,987,103
For three months ended June 30, 2012 (13 record dates)		0.19		4,107,381
For three months ended September 30, 2012 (13 record dates)		0.19		7,066,863
For three months ended December 31, 2012 (13 record dates)		0.19		10,160,507
Total Declared Distributions for the year ended December 31, 2012	$	0.76	$	23,321,854		100.0	%
From Net Investment Income	$	0.51	$	15,697,751		67.3
From Realized Gains		0.10		3,040,382		13.0
From Other Sources (1)		0.15		4,583,721		19.7

(1) Includes adjustments made to GAAP net investment income to arrive at taxable income available for distributions, as more fully described in Note 13.

F-33

The Company’s board of directors declared distributions for 27 record dates in the year ended December 31, 2011. Declared distributions are paid monthly. The total of declared distributions and the sources of distribution payments for the year ended December 31, 2011 are presented in the table below.

Declared Distributions	Per Share		Amount		Allocation
For three months ended September 30, 2011 (14 record dates)	$	0.19	$	127,941
For three months ended December 31, 2011 (13 record dates)		0.18		727,729
Total Declared Distributions for the year ended December 31, 2011	$	0.37	$	855,670		100.0	%
From Net Investment Income	$	0.37	$	853,163		99.7
From Realized Gains		<0.01		2,507		0.3

There were no distributions declared or paid during the period from June 9, 2010 (inception) to December 31, 2010 and the six months ended June 30, 2011.

On December 14, 2012, the Company’s board of directors declared a distribution of $0.015004 per share for 13 record dates beginning January 1, 2013 and ending on March 26, 2013.

9.	Share Transactions

On January 4, 2012, January 23, 2012, February 28, 2012 and September 17, 2012, the Company’s board of directors increased the public offering price per share of common stock under the Offering to $10.40, $10.65, $10.85 and 10.95, respectively, to ensure that the associated net offering price per share, exclusive of sales load ($9.360, $9.585, $9.765 and $9.855 respectively) equaled or exceeded the net asset value per share on each subsequent subscription closing date and distribution reinvestment date.

The following table summarizes the total shares issued and proceeds received in connection with the Company’s Offering for the years ended December 31, 2012 and 2011, and for shares sold in a private placement for the period from June 9, 2010 (inception) through December 31, 2010:

	Year Ended December 31, 2012					Year Ended December 31, 2011					Period from June 9, 2010 (inception) through December 31, 2010
	Shares		Amount			Shares		Amount			Shares		Amount
Gross Proceeds from Offering		54,520,455	$	588,369,004			7,021,920	$	70,897,954			22,222	$	200,000
Commissions and Marketing Support Fees		—		(55,505,646	)		—		(6,727,230	)		—		—
Net Proceeds to Company		54,520,455		532,863,358			7,021,920		64,170,724			22,222		200,000
Reinvestment of Distributions		1,207,704		11,832,449			29,024		265,897			—		—
Net Proceeds from Offering		55,728,159	$	544,695,807			7,050,944	$	64,436,621			22,222	$	200,000
Average Net Proceeds Per Share		$9.77					$9.14					$9.00

The Company intends to conduct quarterly tender offers pursuant to its share repurchase program. The Company currently intends to limit the number of shares to be repurchased during any calendar year to the number of shares it can repurchase with the proceeds it receives from the issuance of shares of its common stock under its distribution reinvestment plan. At the discretion of the Company’s board of directors, the Company may also use cash on hand, cash available from borrowings and cash from the sale of investments as of the end of the applicable period to repurchase shares. The Company will limit repurchases in each quarter to 2.5% of the weighted average number of shares of common stock outstanding in the prior four calendar quarters. The Company’s board of directors may amend, suspend or terminate the share repurchase program upon 30 days’ notice.

The following table is a summary of the share repurchases completed during the year ended December 31, 2012:

Repurchase Date	Total Number of Tender Offer Shares		Total Number of Shares Purchased		No. of Shares Purchased/ Tender Offer Shares			Price Paid per Share		Total Consideration
August 15, 2012		236,604		47,481		20	%	$	9.64	$	457,720
November 15, 2012		470,031		25,405		5	%	$	9.79	$	248,716
Total		706,635		72,886		10	%			$	706,436

F-34

10.	Financial Highlights

The following per share data and financial ratios have been derived from information provided in the financial statements. The following is a schedule of financial highlights for one share of common stock during the periods shown:

OPERATING PERFORMANCE PER SHARE	Year ended December 31, 2012			June 17, 2011 (commencement of operations) through December 31, 2011
Net Asset Value, Beginning of Year/Period	$	9.21		$	9.00
Net Investment Income (Loss), Before Expense Support (1)(9)		0.51			(0.23	)
Expense Support (1)(9)		(0.01	)		0.60
Net Investment Income (1)		0.50			0.37
Net Realized and Unrealized Gain (Loss) (1)(2)		0.70			0.08
Net Increase Resulting from Investment Operations		1.20			0.45
Distributions from Net Investment Income (3)		(0.51	)		(0.37	)
Distributions from Realized Gains (3)		(0.10	)		—
Distributions from Other Sources (3)		(0.15	)		—
Net Decrease Resulting from Distributions to Common Shareholders		(0.76	)		(0.37	)
Capital share transactions –Issuance of common stock above net asset value (4)		0.10			0.13
Net Increase Resulting from Capital Share Transactions		0.10			0.13
Net Asset Value, End of Year/Period	$	9.75		$	9.21

INVESTMENT RETURNS
Total Investment Return-Net Price (5)		14.2	%		6.52	%
Total Investment Return-Net Asset Value (6)		14.3	%		6.52	%

RATIOS/SUPPLEMENTAL DATA (all amounts in thousands)
Net Assets, End of Year/Period	$	611,484		$	65,163
Average Net Assets (7)	$	304,261		$	20,926
Average Credit Facility Borrowings	$	110,072		$	4,080
Shares Outstanding, End of Year/Period		62,728			7,073
Weighted Average Shares Outstanding		31,395			2,309
Ratios to Average Net Assets: (7)
Total Expenses Before Operating Expense Support		6.46	%		7.08	%
Total Expenses After Operating Expense Support		6.54	%		0.51	%
Net Investment Income		5.16	%		4.08	%
Portfolio Turnover Rate		85	%		1	%
Asset Coverage Ratio (8)		3.59			3.57

	(1)	The per share data was derived by using the weighted average shares outstanding during the year/period.
	(2)	The amount shown at this caption is the balancing figure derived from the other figures in the schedule. The amount shown at this caption for a share outstanding throughout the entire period may not agree with the change in the aggregate net realized and unrealized gains and losses in portfolio securities for the period because of the timing of sales of the Company’s shares in relation to fluctuating market values for the portfolio securities.
	(3)	The per share data for distributions is the actual amount of distributions paid or payable per share of common stock outstanding during the entire period; distributions per share are rounded to the nearest $0.01.
	(4)	The continuous issuance of common stock may cause an incremental increase in net asset value per share due to the sale of shares at the then prevailing public offering price and the receipt of net proceeds per share by the Company in excess of net asset value per share on each subscription closing date. The per share data was derived by computing (i) the sum of (A) the number of shares issued in connection with subscriptions and/or distribution reinvestment on each share transaction date times (B) the differences between the net proceeds per share and the net asset value per share on each share transaction date, divided by (ii) the total shares outstanding at the end of the period.

F-35

	(5)	Total investment return-net price is a measure of total return for shareholders who purchased the Company’s common stock at the beginning of the period, including dividends declared during the period. Total investment return-net price is based on (i) the purchase of one share at the public offering price, net of sales load, on the first day of the period, (ii) the sale at the net asset value per share on the last day of the period, of (A) one share plus (B) any fractional shares issued in connection with the reinvestment of monthly distributions, and (iii) the cash payment for distributions payable, if any, on the last day of the period. The total investment return-net price calculation assumes that (i) monthly cash distributions are reinvested in accordance with the Company’s distribution reinvestment plan and (ii) the fractional shares issued pursuant to the distribution reinvestment plan are issued at the then public offering price, net of sales load, on each monthly distribution payment date. Since there is no public market for the Company’s shares, then the terminal sales price per share is assumed to be equal to net asset value per share on the last day of the period. The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. Investment performance is presented without regard to sales load that may be incurred by shareholders in the purchase of the Company’s shares of common stock.
	(6)	Total investment return-net asset value is a measure of the change in total value for shareholders who held the Company’s common stock at the beginning and end of the period, including dividends declared during the period. Total investment return-net asset value is based on (i) the beginning period net asset value per share on the first day of the period, (ii) the net asset value per share on the last day of the period, of (A) one share plus (B) any fractional shares issued in connection with the reinvestment of monthly distributions, and (iii) the value of distributions payable, if any, on the last day of the period. The total investment return-net asset value calculation assumes that (i) monthly cash distributions are reinvested in accordance with the Company’s distribution reinvestment plan and (ii) the fractional shares issued pursuant to the distribution reinvestment plan are issued at the then public offering price, net of sales load, on each monthly distribution payment date. Since there is no public market for the Company’s shares, then terminal market value per share is assumed to be equal to net asset value per share on the last day of the period. The Company’s performance changes over time and currently may be different than that shown above. Past performance is no guarantee of future results. Investment performance is presented without regard to sales load that may be incurred by shareholders in the purchase of the Company’s shares of common stock.
	(7)	The computation of average net assets during the period is based on the daily value of net assets.
	(8)	Asset coverage ratio is equal to (i) the sum of (A) net assets at the end of the period and (B) total debt outstanding at the end of the period, divided by (ii) total debt outstanding at the end of the period. For purposes of the asset coverage ratio test applicable to the Company as a business development company, the Company regards the TRS total notional amount at the end of the period, less the total amount of cash collateral posted by Halifax Funding under the TRS, as a senior security for the life of the TRS. These data are presented in Note 4 of the consolidated financial statements.
	(9)	Expense support is equal to the difference between (A) reimbursement of expense support and (B) expense support, as reported on the consolidated statements of operations.

11.	Revolving Credit Facility and Borrowings

On August 22, 2011, CCT Funding entered into a revolving credit facility agreement (including amendments, the “Credit Agreement”) with Deutsche Bank AG, New York Branch (“Deutsche Bank”). As of December 31, 2012, Deutsche Bank is the sole initial lender and serves as administrative agent under the Credit Agreement. The Credit Agreement initially provided for borrowings in an aggregate amount up to $75,000,000 on a committed basis (the “Tranche A Loans”). To partially exercise the accordion feature, CCT Funding entered into an amendment (the “First Amendment”) of its Credit Agreement on February 28, 2012, which provided for the extension of a second tranche of commitments permitting additional borrowings in an aggregate amount up to $100,000,000 (the “Tranche B Loans”). On August 20, 2012, CCT Funding entered into a second amendment (the “Second Amendment”) to its Credit Agreement, which provided for the extension of a third tranche of additional borrowings in an aggregate amount up to $65,000,000 (the “Tranche C Loans”), for total borrowings available under the facility of $240,000,000. Under the Credit Agreement, CCT Funding has made certain representations and warranties and it is required to comply with various covenants, reporting requirements and other customary requirements for credit agreements of this nature. As of December 31, 2012, management believes that the Company was in compliance with the covenants of the Credit Agreement. As of December 31, 2012, the Company has incurred deferred financing costs of $303,403 in connection with arranging and amending the Credit Agreement.

Revolving Credit Facility Summary for the year ended December 31, 2012
	Loan Tranche
		A			B			C		Total
Borrowing Commitment Amount (Tranche C Uncommitted)	$	75,000,000		$	100,000,000		$	65,000,000		$	240,000,000
Amount Borrowed as of January 1		25,340,000			—			—			25,340,000
Net Amount Borrowed		49,660,000			84,620,000			—			134,280,000
Amount Borrowed as of December 31		75,000,000			84,620,000			—			159,620,000
Unused Borrowing Commitment Balance as of December 31	$	—		$	15,380,000		$	65,000,000		$	80,380,000

Unused Commitment Fee		0.75	%		0.75	%		—	%
Base Interest Rate (reset monthly)		one-month LIBOR			three-month LIBOR			three-month LIBOR
Spread		1.70	%		2.35	%		1.70	%
Average Borrowings	$	68,471,476		$	39,199,508		$	2,400,710		$	110,071,694
Direct Interest Expense		1,349,380			1,083,412			49,465			2,482,257
Unused Commitment Fees											235,734
Amortization of Deferred Financing Costs											148,475
Total Interest Expense										$	2,866,466
Weighted Average Interest Rate		1.97	%		2.76	%		2.06	%		2.26	%

F-36

Revolving Credit Facility Summary for the year ended December 31, 2011
	Loan Tranche
		A
Borrowing Commitment Amount	$	75,000,000
Amount Borrowed as of January 1		—
Net Amount Borrowed		25,340,000
Amount Borrowed as of December 31		25,340,000
Unused Borrowing Commitment Balance as of December 31	$	49,660,000

Unused Commitment Fee		0.75	%
Base Interest Rate (reset monthly)		one-month LIBOR
Spread		1.70	%
Average Borrowings	$	15,320,755
Direct Interest Expense		44,412
Amortization of Deferred Financing Costs		41,532
Total Interest Expense		85,944
Weighted Average Interest Rate		1.96	%

12.	Guarantees and Commitments

In the normal course of business, the Company may enter into guarantees on behalf of portfolio companies. Under these arrangements, the Company would be required to make payments to third parties if the portfolio companies were to default on their related payment obligations. The Company has no such guarantees outstanding at December 31, 2012 and December 31, 2011. As of December 31, 2012, the Company was committed to fund $1,012,317 for two delayed draw term loans associated with two portfolio companies. The Company received a non-refundable fee of $30,488 in connection with one delayed draw term loan commitment.

13.	Federal Income Taxes

Income and capital gain distributions are determined in accordance with the Code and federal tax regulations, which may differ from amounts determined in accordance with GAAP. The book-to-tax basis differences, which could be material, are primarily due to differing treatments of income and gains on various investment securities held by the Company and expenses incurred by the Company. Permanent book and tax basis differences result in reclassifications to paid-in capital, undistributed net investment income and accumulated undistributed realized gain/(loss). Undistributed net investment income and accumulated undistributed net realized gain/(loss) may include temporary book and tax basis differences which will reverse in subsequent periods.

As of December 31, 2012 and 2011, the Company made the following reclassifications of permanent book and tax basis differences:

Capital Accounts	2012			2011
Paid in capital	$	(1,208,915	)	$	(3,350	)
Undistributed (distributions in excess of) net investment income		4,249,297			5,956
Accumulated capital gain		(3,040,382	)		(2,606	)

The following table reconciles net increase in net assets resulting from operations to taxable income available for distributions for the years ending December 31, 2012 and 2011:

	Years ended December 31,
	2012			2011
Net increase in net assets resulting from operations	$	25,653,567		$	1,381,778
Net change in unrealized appreciation on investments		(5,762,521	)		(478,511	)
Performance-based incentive fee on unrealized gains		1,981,350			105,723
Offering expense		1,208,772			—
Organization expenses		836,470			—
Other book-tax differences		39,097			(41,498	)
Taxable income available for distributions	$	23,956,735		$	967,492

F-37

The tax character of shareholder distributions attributable to the fiscal year ended December 31, 2012 and December 31, 2011 were as follows:

	2012						2011
Paid Distributions attributable to:	Amount			Percentage			Amount			Percentage
Ordinary income	$	22,984,443			98.6	% (1)	$	855,670			100	%
Realized long term capital gains		337,411			1.4	%		—			—
Total	$	23,321,854			100.0	%	$	855,670			100	%
Percentage of taxable income available for distributions		97	%					88	%

(1) Including short term capital gains of 13.4%.

As of December 31, 2012 and 2011, the components of tax basis accumulated earnings were as follows:

	2012		2011
Undistributed ordinary income – net	$	751,056	$	111,679
Unrealized gains – net		4,159,853		417,779
Total accumulated earnings – net	$	4,910,909	$	529,458

14.	Selected quarterly financial data (unaudited)

	Quarter Ended
	December 31, 2012		September 30, 2012		June 30, 2012			March 31, 2012
Total Investment Income	$	14,475,985	$	11,479,268	$	6,249,846		$	3,377,381
Total Investment Income per Common Share		0.27		0.30		0.28			0.31
Net Investment Income		6,545,151		4,297,655		3,713,829			1,135,161
Net Investment Income per Common Share		0.12		0.11		0.17			0.10
Net Realized and Unrealized Gain (Loss)		381,202		6,877,932		(1,638,130	)		4,340,767
Net Realized and Unrealized Gain (Loss) per Common Share		0.01		0.18		(0.07	)		0.40
Net Increase (Decrease) in Net Assets Resulting from Operations		6,926,353		11,175,587		2,075,699			5,475,928
Basic and Diluted Earnings (Loss) per Common Share		0.13		0.30		0.09			0.50
Net Asset Value per Common Share at End of Quarter		9.75		9.78		9.64			9.66

	Quarter Ended
	December 31, 2011		September 30, 2011			June 30, 2011
Total Investment Income	$	884,236	$	74,650		$	—
Total Investment Income per Common Share		0.21		0.10			—
Net Investment Income		778,513		74,650			—
Net Investment Income per Common Share		0.18		0.10			—
Net Realized and Unrealized Gain (Loss)		812,353		(283,738	)		—
Net Realized and Unrealized Gain (Loss) per Common Share		0.19		(0.39	)		—
Net Increase (Decrease) in Net Assets Resulting from Operations		1,590,866		(209,088	)		—
Basic and Diluted Earnings (Loss) per Common Share		0.38		(0.28	)		—
Net Asset Value per Common Share at End of Quarter		9.21		8.81			9.00

15.	Subsequent Events

On January 10, 2013, the Company filed its tender offer statement with the SEC on Schedule TO. The Company offered to repurchase up to 785,106 shares of common stock at a cash price of $9.73 per share.

On January 29, 2013, the Company’s board of directors increased the public offering price per share of common stock under the Offering to $11.05.

F-38

On February 11, 2013, CCT Funding entered into an amendment (the “Third Amendment”) to its Credit Agreement. The Third Amendment amends the Credit Agreement by providing for, among other things, the extension of a new tranche of commitments (the “Tranche D Loans”) permitting additional borrowings in an aggregate amount of up to $100,000,000. Maturity dates for the various tranche loans under the Third Amendment are between August 2013 and February 2015. As of March 12, 2013, the total amount borrowed under the revolving credit facility was $219,440,000.

On March 12, 2013, the Company’s board of directors declared a distribution of $0.015004 per share for 13 record dates beginning April 2, 2013 and ending on June 25, 2013.

F-39

A Business Development Company

For More Information:

Statement of Additional Information: Additional information about us is available in our Statement of Additional Information, dated [______], 2012 which has been incorporated by reference into, and is legally part of, this prospectus. The Statement of Additional Information and this prospectus are available without charge on our website at: www.corporatecapitaltrust.com.

Contacting us:

You can request free copies of this prospectus and the Statement of Additional Information and discuss your questions about us by contacting us at:

Corporate Capital Trust, Inc.

450 S. Orange Avenue

Orlando, FL 32801

866-650-0650

For questions about our investment management, please contact:

CNL Fund Advisors Company

450 S. Orange Avenue

Orlando, FL 32801

866-745-3797

Securities and Exchange Commission Information

You can also review our filings, the prospectus and the Statement of Additional Information on the SEC’s website at http://www.sec.gov/edgar/searchedgar/companysearch.html or at the Public Reference Room of the SEC. Information about the operation of the Public Reference Room may be obtained by calling the SEC at (202) 942-8090. You can get copies of this information, for a fee, by e-mailing or writing to:

Public Reference Room

Securities and Exchange Commission

Washington, D.C. 20549-0102

E-mail address: publicinfo@sec.gov

SEC File No. 333-167730

Managing Dealer: CNL Securities Corp., member FINRA/SIPC

A Business Development Company

STATEMENT OF ADDITIONAL INFORMATION

__________________, 2013

This STATEMENT OF ADDITIONAL INFORMATION, or SAI, is NOT A PROSPECTUS and should only be read in conjunction with our prospectus, dated ________________, 2013, relating to this offering and any accompanying prospectus supplement. A copy of the prospectus and any accompanying prospectus supplement may be obtained, without charge, by calling us at 866-650-0650, or by visiting our website at www.corporatecapitaltrust.com.

Our prospectus and this SAI omit certain of the information contained in the registration statement filed with the Securities and Exchange Commission, or the SEC. The registration statement may be obtained from the SEC upon payment of the fee prescribed, or inspected at the SEC’s public reference room at 100 F Street, NE, Washington, DC 20549, or via the SEC’s website at www.sec.gov, at no charge.

Unless otherwise noted, the terms “we,” “us,” “our” and “Corporate Capital Trust” refer to Corporate Capital Trust, Inc. Terms not defined herein have the same meaning as given to them in the prospectus.

TABLE OF CONTENTS


	SAI Page	Location of Related Disclosure in the Prospectus

TABLE OF CONTENTS	SAI-1	98
INVESTMENT OBJECTIVE AND POLICIES	SAI-2	37,42
MANAGEMENT	SAI-6	54
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS	SAI-12	—
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	SAI-13	60,78,79
BROKERAGE ALLOCATION AND OTHER PRACTICES	SAI-14	—
REGULATION	SAI-14	—

INVESTMENT OBJECTIVE AND POLICIES

General

Our investment strategy focuses on creating an investment portfolio that generates superior risk-adjusted returns by carefully selecting investments through rigorous due diligence and actively managing and monitoring our portfolio. When evaluating an investment, we use the resources of our Advisors to develop an investment thesis and a proprietary view of a potential portfolio company’s intrinsic value. We believe that a flexible approach to investing allows us to take advantage of the opportunities throughout the capital structure that offer the most favorable risk/reward characteristics.

We will seek to invest primarily in the debt of privately owned U.S. companies with a focus on originated transactions sourced through the networks of our Advisors. We anticipate that a substantial portion of our portfolio will consist of senior and subordinated debt, which we believe offer opportunities for superior risk-adjusted returns and income generation. Our debt investments may take the form of corporate loans or bonds, may be secured or unsecured and may, in some cases, be accompanied by warrants, options or other forms of equity participation. We may separately purchase common or preferred equity interests in transactions. Our portfolio is expected to include fixed-rate investments that generate absolute returns as well as floating-rate investments that provide protection in rising interest rate and inflationary environments.

Investment sizes will vary as our capital base changes and will ultimately be at the discretion of our Advisors subject to oversight by our board of directors.

Additionally, we may seek to securitize our loans to generate cash for funding new investments. To securitize loans, we may create a wholly owned subsidiary and contribute a pool of loans to the subsidiary. This could include sales of interests in the subsidiary on a non-recourse basis to purchasers who we would expect to be willing to accept a lower interest rate to invest in investment grade loan pools, and we would retain a portion of the equity in the securitized pool of loans.

Investment Objective

Our investment objective is to provide our shareholders with current income and, to a lesser extent, long-term capital appreciation. We intend to meet our investment objective by:

●

utilizing the strong investment expertise and sourcing networks of our Advisors and their respective affiliates;

●

being disciplined in selecting opportunities that offer favorable risk/reward characteristics and relative value;

●

investing primarily in the debt of privately owned, medium- and large-sized U.S. companies with a focus on originated transactions sourced through the networks of our Advisors;

●

focusing primarily on mature businesses which have long track records of stable cash flow and that have material equity investments from well-known owners;

●

seeking portfolio companies that we believe have strong, existing management teams with incentives that closely align their interests with the long-term performance of the business, such as through equity ownership; and

●

adhering to an investment approach that emphasizes strong fundamental credit analysis and rigorous portfolio monitoring.

Characteristics of Investments

While we consider each investment opportunity independently, we generally focus on portfolio companies that share the following characteristics:

●

Enterprise Size. We seek to provide capital to medium- and large-sized companies, which typically have more defensible market positions, stronger franchises and operations and better credit characteristics relative to their smaller peers. Although there are no strict lower or upper limits on the enterprise value of a company in which we may invest, we expect to focus on companies with enterprise values ranging from $100 million to $4 billion. We use the term “enterprise value” to refer to the acquisition value of an entire company based on the combined debt and equity value of such company.

●

Capital Structure. Our portfolio consists primarily of senior and subordinated debt, which may in some cases be accompanied by warrants, options, equity co-investments, or other forms of equity participation. We seek to invest in companies that generate free cash flow at the time of our investment and benefit from material investments from well-known equity investors.

●

Management Team. We seek to prioritize investing in companies with strong, existing management teams that we believe have a clear strategic vision, long-standing experience in their industry and a successful operating track record. We favor companies in which management’s incentives appear to be closely aligned with the long-term performance of the business, such as through equity ownership.

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●

Stage of Business Life Cycle. We seek mature, privately owned businesses that have long track records of stable, positive cash flow. We do not intend to invest in start-up companies or companies with speculative business plans.

●

Industry Focus. While we will consider opportunities within all industries, we seek to prioritize industries having, in our view, favorable characteristics from a lending perspective. For example, we seek companies in established industries with stable competitive and regulatory frameworks, where the main participants have enjoyed predictable, low-volatility earnings. We give less emphasis to industries that are frequently characterized by less predictable and more volatile earnings.

●

Geography. As a business development company under the 1940 Act, we focus on and invest at least 70% of our total assets in U.S. companies. To the extent we invest in foreign companies, we intend to do so in accordance with 1940 Act limitations and only in jurisdictions with established legal frameworks and a history of respecting creditor rights, including countries that are members of the European Union, as well as Canada, Australia and Japan.

While we believe that the criteria listed above are important in identifying and investing in portfolio companies, we consider each investment on a case-by-case basis. It is possible that not all of these criteria will be met by each portfolio company in which we invest.

Investment Types

We anticipate that our investment portfolio will be comprised primarily of investments in senior and subordinated debt of eligible portfolio companies, which we believe offer opportunities for superior risk-adjusted returns and income generation. Our debt investments may be secured in varying degrees of priority or may be unsecured. We may also invest in common or preferred equity of portfolio companies or hold instruments that convert into such securities.

Senior Debt

We may provide senior debt for some portfolio companies. We expect that the senior debt we invest in will generally have stated terms of three to ten years and may provide for limited principal payments in the first few years of the term. We will generally seek to obtain security interests in the assets of the portfolio company, which will serve as collateral in support of the repayment of our senior debt investments. This collateral is expected to take the form of senior priority liens on the assets of the portfolio company. Our senior debt investments may bear interest at fixed or floating rates. Floating rates are expected to be set at a margin or spread over the London Interbank Offer Rate, or LIBOR.

Subordinated Debt

We may provide subordinated debt financing to portfolio companies. We expect the subordinated debt we invest in will generally have stated terms of five to ten years and provide for interest-only payments in the early years, with amortization of principal deferred to the later years. We expect that most of this subordinated debt will either be unsecured or collateralized by a subordinated lien on some or all of the assets of the borrower. This subordinated debt may bear interest at fixed or floating rates. In either event, we expect to structure our subordinated debt investments with relatively high interest rates that provide us with significant current interest income. In some cases we may invest in subordinated debt that, as defined by its terms, converts into equity or additional debt securities or initially defers interest payments.

Our subordinated debt investments may include equity features, such as warrants or options to buy a significant common equity ownership interest in the portfolio company. If a portfolio company appreciates in value, we may achieve additional investment returns from any equity interests we hold. If we are a minority interest holder, we may structure the warrants to provide provisions protecting our rights as a minority-interest holder such as the right to sell the warrants back to the company upon the occurrence of specified events. We will also seek to obtain registration rights in connection with these equity interests that enhance transferability.

We expect to hold many of our subordinated debt investments until maturity or repayment, but we may sell our investments earlier if a liquidity event takes place, such as the sale or recapitalization of the issuer, or if there is an attractive opportunity to sell the investment in a secondary market transaction. Occasionally, we may sell some or all of our subordinated debt or equity interests in a portfolio company to a third-party, such as an existing investor in the portfolio company, through a privately negotiated transaction.

Equity

We may acquire equity, in the form of preferred or common equity, in connection with a buyout or recapitalization of a portfolio company or an investment in its debt. With respect to equity investments, we intend to target an investment return substantially higher than our investments in senior or subordinated debt. However, we can offer no assurance that we can achieve such a return with respect to any investment or our portfolio as a whole.

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Preferred equity generally has a preference as to dividends, and upon the event of liquidation, a preference over an issuer’s common stock, but ranks junior to debt securities in an issuer’s capital structure. Preferred equity generally pays dividends in cash (or additional shares of preferred equity) at a defined rate, but unlike interest payments on debt securities, preferred equity dividends are payable only if declared by the issuer’s board of directors. Dividends on preferred equity may be cumulative, meaning that, in the event the issuer fails to make one or more dividend payments on the preferred equity, no dividends may be paid on the issuer’s common stock until all unpaid preferred equity dividends have been paid. Preferred equity may also be subject to optional or mandatory redemption provisions. Generally, common equity does not have any current income and its full value is realized, if at all, upon the sale of the business or following the portfolio company’s initial public offering.

Loans and Loan Participations and Assignments

We may also invest in loan participations and assignments. A loan participation is an interest in a loan to a U.S. or foreign company or other borrower which is administered and sold by a financial intermediary. In a typical corporate loan syndication, a number of lenders or co-lenders, usually banks, lend a corporate borrower a specified sum pursuant to the terms and conditions of a loan agreement. One of the co-lenders usually agrees to act as the agent bank with respect to the loan. Interests that we acquire may take the form of an assignment, which creates a direct or co-lending relationship with the corporate borrower or a participation in the seller’s share of the loan which places us in privity with the lender, but not the borrower. However, when we act as co-lender in connection with an assignment, we would expect to have direct recourse against the borrower if the borrower fails to pay scheduled principal and interest.

For purposes of certain investment limitations pertaining to diversification of our portfolio investments, the issuer of a loan participation will be the underlying borrower. However, in cases where we do not have recourse directly against the borrower, both the borrower and each agent bank and co-lender interposed between us and the borrower will be deemed issuers of a loan participation.

Temporary Investments

Pending investment in the debt of private companies, we intend to invest our cash primarily in cash, cash equivalents, U.S. government securities, money market funds, repurchase agreements and high-quality debt instruments maturing in one year or less from the time of investment. We expect to maintain cash reserves from time to time for investment opportunities, working capital and distributions.

Securities Issued by Investment Companies

Our investments in securities issued by any registered investment company are restricted by the 1940 Act. Under these limits, except for registered money market funds we generally cannot acquire more than 3% of the voting stock of any registered investment company, invest more than 5% of the value of our total assets in the securities of one registered investment company or invest more than 10% of the value of our total assets in the securities of more than one registered investment company. With regard to that portion of our portfolio invested in securities issued by registered investment companies, it should be noted that such investments might indirectly subject our shareholders to additional expenses as they will indirectly be responsible for the costs and expenses of such companies.

Other Terms

Our Advisors will seek to tailor the terms of each privately negotiated investment in a manner that attempts to protect our rights and manage risk appropriately while creating incentives for the portfolio company to achieve its business plan and improve its profitability. We intend to limit the downside risk exposure of our investment portfolio by:

●

applying our investment strategy guidelines for portfolio investments;

●

requiring a total return on investments (including both interest and potential equity appreciation) that adequately compensates for credit risk;

●

diversifying our portfolio, size permitting, with an adequate number of companies, across different industries, with different types of collateral;

●

seeking collateral or superior positions in the portfolio company’s capital structure where possible;

●

incorporating “put” rights and “call protection” into the investment structure where possible; and

●

negotiating covenants that may include affirmative and negative covenants, as well as default penalties, lien protection, change of control provisions and board rights that protect us while affording portfolio companies flexibility in managing their businesses consistent with preservation of capital.

Additionally, we may seek, but are not required, to impose significant prepayment penalties in order to reduce or eliminate prepayment risk. Such prepayment penalties may be in the form of fees or redemption premiums. We may also enter into interest rate

SAI-4

or currency exchange rate hedging transactions at the sole discretion of our Advisors. Such transactions should enable us to selectively modify interest rate or currency exchange rate exposure as market conditions dictate.

Affirmative covenants require borrowers to take actions that are meant to ensure the solvency of the company, facilitate the lender’s monitoring of the borrower, and ensure payment of interest and loan principal due to lenders. Examples of affirmative covenants include requiring portfolio companies to maintain adequate insurance, accounting, and tax records, and to make frequent financial reporting available to the lender.

Negative covenants impose restrictions on the borrower and are meant to protect lenders from actions that the borrower may take that could harm the credit quality of the lender’s investments. Examples of negative covenants include restrictions on the payment of dividends and restrictions on the issuance of additional debt without the lender’s approval. In addition, certain negative covenants restrict a borrower’s activities by requiring it to meet certain earnings interest coverage ratio, leverage ratio or net worth requirements.

General

It is not our policy to engage in transactions with the objective of seeking profits from short-term trading. Our annual portfolio turnover rate may vary greatly from year to year. Although we cannot accurately predict our annual portfolio turnover rate, it is not expected to exceed 30% under normal circumstances. However, we do not consider our portfolio turnover rate to be a limiting factor in the execution of investment decisions for us.

Compliance with any policy or limitation on us that is expressed as a percentage of assets is determined at the time of purchase of portfolio securities. This policy will not be violated if these limitations are exceeded because of changes in the market value of portfolio companies. Except as required by the 1940 Act, our articles of incorporation, or the Code, or as otherwise provided in the prospectus or this SAI, all of our investment policies may be changed by the board of directors without shareholder approval.

Other Factors Affecting Portfolio Construction

As a business development company that is regulated under the 1940 Act and intends to qualify annually as a RIC under the Code, our investment activities are subject to certain regulatory restrictions that will shape our portfolio construction. These restrictions include requirements that we invest our capital primarily in U.S. companies that are privately owned, as well as investment diversification and source of income criteria that are imposed by the Code.

Co-Investments

Opportunities for co-investments may arise when our Advisors or their respective affiliates become aware of investment opportunities that may be appropriate for us and our affiliates’ other clients. As a business development company, we are substantially limited in our ability to co-invest in privately negotiated transactions with our affiliates’ other clients unless we obtain an exemptive order from the SEC. We have applied for such an exemptive order, although there is no assurance that we will obtain the requested relief. Before receiving relief, we will only participate in co-investments that are allowed under existing regulatory guidance, such as syndicated transactions where price is the only negotiated term, which could limit the types of investments that we may make. See “Risk Factors-Risks related to our Advisors and their respective affiliates” in the prospectus. We currently do not, nor do we currently intend to, invest in or hold securities of companies that are controlled by affiliates of our Advisors.

If we obtain exemptive relief from the SEC, investment opportunities that are presented to an affiliate’s other client may be referred to us and vice versa. For each such referral, our Advisors intend to independently analyze and evaluate whether the co-investment transaction is appropriate for us. In addition, if we obtain exemptive relief from the SEC, co-investment transactions that are recommended and approved by KKR will generally be subject to the review and approval by CNL as well as a committee consisting of the three independent directors on our board of directors, which we refer to in this SAI as the independent director committee. See “Regulation.” For each type of co-investment transaction, we intend to apply a specific protocol, which will be approved by our independent director committee and be designed to ensure the fairness to us of the specific type of co-investment transaction. However, neither we nor any affiliates’ other client will be obligated to invest or co-invest when investment opportunities are referred to us or them.

SAI-5

MANAGEMENT

Board of Directors

Our board of directors consists of five members, three of whom are not “interested persons” as defined within the 1940 Act, which means that they are not affiliated with either us or our Advisors. Any director may resign at any time and may be removed only for cause, as defined in our articles of incorporation, and then only upon the affirmative vote of at least two-thirds of all the votes entitled to be cast generally in the election of directors. The notice of any special meeting called to remove a director will indicate that the purpose, or one of the purposes, of the meeting is to determine if the director will be removed.

A vacancy created by an increase in the number of directors or the death, resignation, removal, adjudicated incompetence, or other incapacity of a director may be filled only by the affirmative vote of a majority of the remaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve for the remainder of the full term of the directorship in which the vacancy occurred and until a successor is elected and qualifies, subject to any applicable requirements of the 1940 Act.

Information regarding our board of directors is set forth below. Unless otherwise noted, the address for each director is c/o Corporate Capital Trust, Inc., 450 South Orange Ave., Orlando, FL 32801.


Name and Age of Director	Position(s) Held with Company	Term of Office- Length of Time Served	Principal Occupation Past Five Years	Other Directorships Held by Director During Past Five Years
Interested Directors
Thomas K. Sittema, 54	Director (Class 2) and Chairman of the Board	Appointed June 2010	Chief Executive Officer, CNL Financial Group, Inc. 1/2011-Present; Director and Investment Committee Member of CNL Fund Advisors Company, 6/2010-present; Chief Executive Officer, CNL Real Estate Group, Inc., 11/2009 - Present; Managing Director, Bank of America Merrill Lynch, 1994 -10/2009	Director and Vice Chairman, CNL Lifestyle Properties, Inc.; Director and Vice Chairman, CNL Healthcare Properties, Inc.; Chairman, World Serve Ministries, Dallas TX; Director, Crescent Resources, LLC

Erik A. Falk, 43	Director (Class 3)	Appointed December, 2012	Co-Head of KKR & Co.’s Leveraged Credit Team, 9/2008-Present; member of Portfolio Management Committee of KKR, 2008-Present; Managing Director, Deutsche Bank Securities Inc., 3/2000-6/2008

Independent Directors
Frederick Arnold, 58	Director (Class 2)	Appointed January 2011	Executive Vice President and Chief Financial Officer, Capmark Financial Group, Inc., 9/2009-1/2011; Executive Vice President of Finance, Masonite Corporation, 2/2006- 9/2007	Director, Lehman Commercial Paper Inc.; Director, Lehman Brothers Holdings Inc.

SAI-6


Name and Age of Director	Position(s) Held with Company	Term of Office- Length of Time Served	Principal Occupation Past Five Years	Other Directorships Held by Director During Past Five Years

James H. Kropp, 64	Director (Class 3)	Appointed January 2011	Chief Investment Officer, SLKW Investments LLC, successor to i3 Funds, LLC, 12/2008-Present; Manager, Microproperties LLC, 2011-Present; Interim Chief Financial Officer, TaxEase, LLC, 2/2009-2/2012; Senior Vice President of Investments, Gazit Group USA, Inc., 1/2006-12/2008.	Director, Chairman of the Compensation Committee, Member of the Nominating/Corporate Governance Committee, PS Business Parks, Inc., Glendale CA; Independent Trustee, Chairman of the Audit Committee, Member of the Governance Committee, and Member of the Independent Trustee Committee, The CNL Funds (a registered investment company); Trustee and Chairman of Audit Committee, American Homes 4 Rent

Kenneth C. Wright, 56	Director (Class 1)	Appointed January 2011	Partner, Baker & Hostetler LLP, 1990-Present	Director, Florida Opportunity Fund, Winter Park FL

Committee service by our Directors is as follows:


Name and Age of Director	Position(s) Held with Company	Term of Office- Length of Time Served	Principal Occupation Past Five Years	Other Directorships Held by Director
Audit Committee, Nominating and Governance Committee, Independent Director Committee
Frederick Arnold, 58	Director (Class 2)	Appointed January, 2011	Executive Vice President and Chief Financial Officer, Capmark Financial Group, Inc., 9/2009-1/2011; Executive Vice President of Finance, Masonite Corporation, 2/2006- 9/2007	Director, Lehman Commercial Paper Inc.; Director, Lehman Brothers Holdings Inc.

James H. Kropp, 64	Director (Class 3)	Appointed January, 2011	Chief Investment Officer, SLKW Investments LLC, successor to i3 Funds, LLC, 12/2008-Present; Manager, Microproperties LLC, 2011-Present; Interim Chief Financial Officer, TaxEase, LLC, 2/2009-2/2012; Senior Vice President of Investments, Gazit Group USA, Inc., 1/2006-12/2008.	Director, Chairman of the Compensation Committee, Member of the Nominating/Corporate Governance Committee, PS Business Parks, Inc., Glendale CA; Independent Trustee, Chairman of the Audit Committee, Member of the Governance Committee, and Member of the Independent Trustee Committee, The CNL Funds (a registered investment company); Trustee and Chairman of Audit Committee, American Homes 4 Rent

Kenneth C. Wright, 56	Director (Class 1)	Appointed January, 2011	Partner, Baker & Hostetler LLP, 1990-Present	Director, Florida Opportunity Fund, Winter Park FL

SAI-7

Directors’ beneficial interest in the Company is as follows:


Name of Director		Dollar Range of Equity Securities Owned in Company (1)
Interested Directors
Thomas K. Sittema		$50,001-$100,000
Erik A. Falk		none
Independent Directors
Frederick Arnold		none
James H. Kropp		none
Kenneth C. Wright		none

(1)	As of most recently completed calendar year, December 31, 2012.

Independent director ownership interest in our Advisors, Managing Dealer or a control person of these entities is as follows:


Name of Director	Name of Owner and Relationship to Director	Company	Title of Class	Value of Security	Percent of Class (1)
Frederick Arnold	Frederick Arnold (self)	None
James H. Kropp	James H. Kropp (self)	None
Kenneth C. Wright	Kenneth C. Wright (self)	None

(1)	As of most recently completed calendar year, December 31, 2012.

The table below sets forth the projected compensation to be received by each Director from the Company for the 12 months ended December 31, 2012:


Name of Director	Fees Earned or Paid in Cash		Stock Awards		Option Awards		Non-Equity Incentive Plan Compensation		Change in Pension Value and Non- Qualified Deferred Compensation Earnings		All Other Compensation		Total Compensation

Interested Directors:
Thomas K. Sittema		—		—		—		—		—		—		—
Erik A. Falk		—		—		—		—		—		—		—

Independent Directors:
Frederick Arnold	$	50,000		—		—		—		—		—	$	50,000
James H. Kropp	$	60,000		—		—		—		—		—	$	60,000
Kenneth C. Wright	$	50,000		—		—		—		—		—	$	50,000

SAI-8

Our Executive Officers

The following persons serve as our executive officers in the following capacities. Unless otherwise noted, the address for each executive officer is c/o Corporate Capital Trust, Inc., 450 South Orange Ave., Orlando, FL 32801.


Name, Address and Age of Officer	Position (s) held with Company	Term of Office- Length of Time Served	Principal Occupation Past Five Years	Other Directorships held by Officer
Andrew A. Hyltin, 54	Chief Executive Officer	Appointed June, 2010	President, CNL Private Equity Corp. from 2005 - present and its Chief Investment Officer from 2004 - present; Chief Executive Officer and Investment Committee Member, CNL Fund Advisors Company from 2010 - present; President, CNL Fund Advisors Company from 2009 - 2012; President, The CNL Funds (mutual fund) from 4/2009 – 3/2010.	Chairman, Florida Opportunity Fund (non-profit); Director, Front Line Outreach (educational non-profit)

Steven D. Shackelford, 49	President	Appointed January, 2013	President and investment committee member of CNL Fund Advisors Company from 12/2012-present; Chief Financial Officer of Global Growth Trust, Inc. and Global Income Trust, Inc. from 3/2009-3/2013; Chief Financial Officer and Chief Operating Officer of CNL Real Estate Advisors Company from 3/2007-10/2009.

Paul S. Saint-Pierre, 59	Secretary, Treasurer, Chief Financial Officer & Chief Compliance Officer	Appointed June, 2010	Senior Vice President, CNL Financial Group Investment Management, LLC from 2011 - present; Senior Vice President and Chief Financial Officer, CNL Fund Advisors Company (registered investment adviser) from 1/2007-present; Treasurer, The CNL Funds (mutual fund), from 1/2007 – 3/2010.

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CNL

Additional public information about CNL, as disclosed on Form ADV Part 1, may be viewed on the internet at www.adviserinfo.sec.gov under the name of CNL Fund Advisors Company.

KKR

Additional public information about KKR, as disclosed on Form ADV Part 1, may be viewed on the internet at www.adviserinfo.sec.gov under the name of KKR Asset Management.

Conflicts of Interest

The Advisors and certain of their respective affiliates will experience conflicts of interest in connection with the management of our business affairs, including, but not limited to the following:

●

Mr. Wright, one of our Independent Directors, is also a director of the Florida Opportunity Fund, a non-profit organization for which Mr. Andrew Hyltin, our chief executive officer, also serves as chairman of the board. In addition, Mr. Hyltin is the Chief Executive Officer of our Adviser, CNL Fund Advisors Company. Both individuals have served on the board of the Florida Opportunity Fund since its inception in November 2007.

●

The respective directors, officers and other personnel of the Advisors allocate their time between advising us and managing other investment and business activities in which they may be involved. The Advisors intend to devote such time as shall be necessary to conduct our business affairs in an appropriate manner. However, our Advisors will continue to devote the resources necessary to managing their other investment and business activities.

●

We may compete with certain affiliates of each Advisor for investments, subjecting such Advisor and its affiliates to certain conflicts of interest in evaluating the suitability of investment opportunities and making or recommending acquisitions on our behalf. Our Advisors intend to allocate such investment opportunities in a manner that they deem appropriate taking into account factors such as investment objectives, available capital, applicable concentration limits, minimum investment rights and other investment restrictions, portfolio diversification, the potential dilutive effect of a new investment on an existing investment, the overall risk profile of a portfolio and other considerations deemed relevant by our Advisors. The outcome of this determination may result in the allocation of all or none of an investment opportunity to us. In addition, subject to applicable law, affiliates of our Advisors may invest in one of our portfolio companies and hold a different class of securities than us. To the extent that an affiliate of our Advisors holds a different class of securities than us, our interests may not be aligned.

●

The compensation payable by us to our Advisors will be approved by our board of directors consistent with the exercise of the requisite standard of care applicable to directors under Maryland law. Such compensation is payable, in most cases, regardless of the quality of the assets acquired, the services provided to us or whether we make distributions to our shareholders.

●

KKR and its affiliates may provide a broad range of financial services to companies in which we invest, in compliance with applicable law, and will generally be paid fees for such services. In addition, affiliates of KKR may act as underwriter or placement agent in connection with an offering of securities by one of our portfolio companies. The Advisors have agreed that any compensation payable to KKR, CNL or any of their respective affiliates, that is attributable to our investment in any portfolio company and is 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 Advisors or us by the SEC, shall, to the extent of such excess, be delivered promptly to us. KKR and CNL may face conflicts of interest with respect to services performed for these companies, on the one hand, and investments recommended to us, on the other hand.

●

From time to time, to the extent consistent with the 1940 Act and the rules and regulations promulgated thereunder, or with exemptive relief we may receive from the SEC, if any, we and other clients for which our Advisors provide investment management services or carry on investment activities may make investments at different levels of an investment entity’s capital structure or otherwise in different classes of an issuer’s securities. These investments may inherently give rise to conflicts of interest or perceived conflicts of interest between or among the various classes of securities that may be held by us and such other clients, including in the case of financial distress of the investment entity.

●

Our Advisors and their respective affiliates are not restricted from forming additional investment funds, from entering into other investment advisory relationships, or from engaging in other business activities, even though such activities may be in competition with us and/or may involve substantial time and resources of our Advisors. For example, our Advisors may invest, on behalf of an affiliated fund, in a company that is a competitor of one of our portfolio companies or that is a service provider, supplier, customer or other counterparty with respect to one of our portfolio companies. Our Advisors will provide advice and recommendations to any such companies without regard to our interests. In addition, our Advisors’ ability to effectively implement our investment strategies may be limited to the extent that contractual obligations relating to these permitted activities restrict our Advisors’ ability to engage in transactions that they may otherwise be interested in pursuing. Affiliates of KKR, whose primary business includes the origination of investments, engage in investment advisory business with accounts that compete with us. Affiliates of KKR have no obligation to make their originated investment opportunities available to us.

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●	Our Advisors and their respective affiliates may give advice and recommend securities to other clients which may differ from advice given to, or securities recommended or bought for, us even though their investment objectives may be similar to ours.

●	To the extent not restricted by confidentiality requirements or applicable law, our Advisors may apply experience and information gained in providing services to our portfolio companies in providing services to competing companies invested in by our affiliates’ other clients.

●

As a business development company, we may be limited in our ability to invest in any portfolio company in which an affiliates’ other client has an investment. We may also be limited in our ability to co-invest in a portfolio company with our Advisors or one or more of their respective affiliates. Some of these co-investments would only be permitted pursuant to an exemptive order from the SEC.

●

The nature of our Advisors’ businesses and the participation by persons associated with the Advisors in creditors’ committees, steering committees, or boards of directors of portfolio companies, may result in our Advisors receiving material non-public information from time to time with respect to publicly held companies or otherwise becoming an “insider” with respect to such companies. The possession of “inside information” or “insider” status with respect to a portfolio company or potential portfolio company by our Advisors or their personnel may restrict our Advisors’ ability to deal in the securities of that issuer on our behalf.

●	Because our Managing Dealer is an affiliate of CNL, its due diligence review and investigation of us and this SAI cannot be considered to be an independent review.

SAI-11

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

After this offering, no person will be deemed to control us, as such term is defined in the 1940 Act. The following table sets forth, as of the date of this SAI, information with respect to the beneficial ownership of our common stock by:

●

each person known to us to beneficially own more than 5% of the outstanding shares of our common stock;

●

each of our directors and each executive officer; and

●

all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. There is no common stock subject to options that are currently exercisable or exercisable within 60 days of the date of this SAI. Ownership information for those persons who beneficially own 5% or more of the Shares is based upon information furnished by the Company’s transfer agent and other information provided by such persons, if available.

Name	Number	Percentage of current ownership(2)	Percentage assuming maximum amount is purchased(2)
Beneficial Owners of More Than 5%: (1) (2)	—	—	—

Directors and Executive Officers: (1)
Interested Directors:
Thomas K. Sittema	6,330	*	*
Erik A. Falk	—
Independent Directors:
Kenneth C. Wright	—
Frederick Arnold	—
James H. Kropp	—
Executive Officers:
Andrew A. Hyltin	11,396	*	*
Steven D. Shackelford	10,055	*	*
Paul S. Saint-Pierre	5,847	*	*

All directors and officers as a group (9 persons)	33,628	—	—

*	Less than one percent

(1)	The address of each beneficial owner is c/o CORPORATE CAPITAL TRUST, INC., 450 S. Orange Avenue, Orlando, Florida 32801. Beneficial ownership has been determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

(2)	Based on a total of 78,064,452.162 shares issued and outstanding as of March 14, 2013.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Investment Advisory Services

We have entered into an Investment Advisory Agreement with CNL pursuant to which CNL will provide investment advisory services to us. CNL, and us to a limited extent, have entered into a Sub-Advisory Agreement with KKR pursuant to which KKR will assist CNL and provide investment advisory services to us. We pay CNL a management fee under the Investment Advisory Agreement consisting of a management fee and an incentive fee. Under the Sub-Advisory Agreement, CNL pays KKR 50% of the fees that it receives under the Investment Advisory Agreement. See “Advisor Fees.” We also reimburse CNL and KKR for various expenses they incur in providing these services and performing their obligations under the agreements.

Administrative Services Agreement

We have entered into an Administrative Services Agreement with CNL whereby CNL will perform or oversee the performance of various administrative services that we require as well as personnel and facilities necessary for our business and these services. For providing these services, facilities and personnel, we will reimburse CNL for administrative expenses it incurs in performing its obligations. However, such reimbursement will be made at an amount equal to the lower of CNL’s actual costs or the amount that we would be required to pay for comparable administrative services in the same geographic location. We will not reimburse CNL for any services for which it receives a separate fee or for rent, depreciation, utilities, capital equipment or other administrative items allocated to a controlling person of CNL.

CNL, serving as Administrator, has entered into an agreement with CNL Capital Markets Corp., an affiliate, to (a) provide certain transfer agency oversight services, including amending an existing transfer agency agreement with a duly registered transfer agent to add us as a party to the transfer agency agreement, (b) respond to administrative calls from broker-dealers, financial advisors and investors, (c) provide shareholder communication services, and (d) perform other administrative services related to the purchase, ownership and transfer of our shares. The agreement between CNL and CNL Capital Markets Corp. is subject to annual review and renewal.

CNL, serving as Administrator, has entered into a sub-administration agreement with State Street Bank and Trust Company to provide certain fund administration services including treasury services, legal support services, and tax support services.

Offering and Organizational Costs

As of December 31, 2012, the Advisors have funded our organization and offering expenses in the amount of $8.25 million, of which the amounts of $0.90 million for organization expenses and $3.35 million for offering expenses have been reimbursed. We will reimburse the Advisors for the organizational and offering costs they have funded on our behalf only to the extent that the reimbursement would not cause the organization and offering expenses borne by us to exceed 5% of the aggregate gross proceeds from this offering. We will reimburse the Advisors for the organizational and offering costs they have funded on our behalf only to the extent that the reimbursement would not cause the organization and offering expenses borne by us to exceed 5% of the aggregate gross proceeds from this offering. CNL and KKR are responsible for the payment of our organization and offering expenses to the extent they exceed 5% of the aggregate gross proceeds from this offering, without recourse against or reimbursement by us. The Advisors, by written instruction to us, have the right to elect to waive or defer all or a portion of the reimbursement of the reimbursable organization and offering expenses that would otherwise be payable by us to them. The Advisors have waived the requirement for us to reimburse them for organization and offering expenses for the period from June 17, 2011 through January 31, 2012. The waiver of the reimbursement requirements did not reduce the amount of organization and offering expenses incurred by the Advisors that are eligible for reimbursement in future periods. Beginning February 1, 2012, we implemented an expense reimbursement rate equal to 0.75% of gross offering proceeds to initiate the reimbursement of organization and offering expenses incurred by the Advisors. Beginning March 1, 2013, we implemented an offering expense reimbursement rate equal to 1.00% of gross offering proceeds. As of December 31, 2012, the Advisors have been reimbursed in the amounts of $0.90 million for organization expenses and $2.92 million for offering expenses. As of December 31, 2012, the Advisors carried a balance of approximately $4.0 million for offering expenses incurred on our behalf net of (i) incremental offering expenses incurred by the Advisors on our behalf and (ii) our reimbursement payments to the Advisors and any payable balances for reimbursement of offering expense.

We will continue to reimburse the Advisors for offering expenses in connection with gross proceeds raised under this offering only to the extent that the reimbursement payments would not cause the total organization and offering expenses borne by us to exceed 5% of the aggregate gross proceeds from this offering. The Advisors continue to be responsible for the payment of our offering expenses to the extent they exceed 5% of the aggregate gross proceeds from this offering, without recourse against or reimbursement by us.

Officers

In connection with its services, CNL has also agreed to provide us with personnel to serve as our appointed executive officers. These individuals consist of our chief executive officer, chief financial officer, senior vice president, and chief compliance officer, all

SAI-13

of whom are executives of CNL and its affiliates. We do not pay any compensation to any of our executive officers, with the exception of agreed-upon reimbursement payments to CNL pursuant to the Administrative Services Agreement for the professional services provided by our chief compliance officer and chief financial officer.

Initial Capital Contribution from Advisors

Pursuant to a private placement prior to the commencement of this Offering, CNL and KKR contributed an aggregate of $200,000.00 to purchase 22,222.22 shares of our common stock at $9.00 per share.

Managing Dealer Expenses

Our Managing Dealer is an affiliate of CNL. Our Managing Dealer will be entitled to receive selling commissions of up to 7% of the gross proceeds of shares sold in the offering and a marketing support fee of up to 3% of the gross offering proceeds of shares sold in the offering. Our Managing Dealer will engage unrelated, third-party participating broker-dealers in connection with the offering of shares and, in connection therewith, re-allow all or a portion of such fees to participating broker-dealers. In addition, although our Managing Dealer examines the information in the prospectus for accuracy and completeness, due to its affiliation with CNL, no independent review of us will be made in connection with the distribution of our shares in this offering.

BROKERAGE ALLOCATION AND OTHER PRACTICES

Subject to policies established by our board of directors, KKR is primarily responsible for the execution of the publicly-traded securities portion of our portfolio transactions and the allocation of brokerage commissions. Our Advisors do not execute transactions through any particular broker or dealer, but seek to obtain the best net results for us, considering the full range of a broker or dealer’s services, including: (i) competitiveness of price (including the applicable brokerage commission or dealer spread), (ii) promptness of execution and past history in executing orders, (iii) clearance and settlement capabilities, (iv) research capabilities, (v) access to markets and distribution network, and (vi) trade error rate and ability or willingness to correct errors. While our Advisors will generally seek reasonably competitive trade execution costs, we will not necessarily pay the lowest spread or commission available. Subject to applicable legal requirements, our Advisors may select a broker based partly upon brokerage, research, or other services provided by such broker to our Advisors. In return for such services, we may pay a higher commission than other brokers would charge if our Advisors determine in good faith that such commission is reasonable in relation to the services provided. In addition, KKR is affiliated with entities that act as broker-dealers that may from time to time be involved in the private placement of debt or equity securities issued by our portfolio companies or in arranging financing for our portfolio companies. The Advisors have agreed that any compensation payable to KKR, CNL or any of their respective affiliates, that is attributable to our investment in any portfolio company and is 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 Advisors or us by the SEC, shall, to the extent of such excess, be delivered promptly to us.

REGULATION

We have elected to be regulated as a business development company under the 1940 Act. A business development company is a special category of investment company under the 1940 Act that was added by Congress to facilitate the flow of capital to private companies and small public companies that do not have efficient or cost-effective access to public capital markets or other conventional forms of corporate financing. Business development companies make investments in private or thinly-traded public companies in the form of long-term debt and/or equity capital, with the goal of generating current income or capital growth.

Business development companies are closed-end funds that elect to be treated as business development companies under the 1940 Act. As such, business development companies are subject to only certain provisions of the 1940 Act, as well as the Securities Act and the Exchange Act. Business development companies are provided greater flexibility under the 1940 Act than are other investment companies in dealing with their portfolio companies, issuing securities, and compensating their managers. Business development companies can be internally or externally managed and may qualify to elect to be taxed as RICs for federal tax purposes. The 1940 Act contains prohibitions and restrictions relating to transactions between business development companies and their affiliates, principal underwriters, and affiliates of those affiliates or underwriters. The 1940 Act requires that a majority of a business development company’s directors be persons other than “interested persons,” as that term is defined in the 1940 Act. In addition, the 1940 Act provides that we may not change the nature of our business so as to cease to be, or withdraw our election as, a business development company unless approved by a majority of our outstanding voting securities.

The 1940 Act defines “a majority of the outstanding voting securities” as the lesser of: (1) 67% or more of the voting securities present at a meeting if the holders of more than 50% of our outstanding voting securities are present or represented by proxy or (2) 50% of our voting securities.

We are generally unable to issue and sell our common stock at a price below net asset value per share. See “Risk Factors— Risks related to business development companies. Regulations governing our operation as a business development company and RIC

SAI-14

will affect our ability to raise capital, and the way in which we raise additional capital or borrow for investment purposes, which may have a negative effect on our growth. As a business development company, the necessity of raising additional capital may expose us to risks, including the typical risks associated with leverage” in the prospectus. We may, however, sell our common stock, or warrants, options, or rights to acquire our common stock, at a price below the then-current net asset value of our common stock if our board of directors determines that such sale is in our best interests and the best interests of our shareholders, and our shareholders approve such sale. In addition, we may generally issue new shares of our common stock at a price below net asset value in rights offerings to existing shareholders, in payment of dividends, and in certain other limited circumstances.

As a business development company, we are generally not permitted to invest in any portfolio company in which our Advisors or any of their affiliates currently have an investment or to make any co-investments with our Advisors or any of their affiliates without an exemptive order from the SEC. We may, however, invest alongside our Advisors and their affiliates’ other clients in certain circumstances where doing so is consistent with applicable law and SEC staff interpretations. For example, we may invest alongside such other clients’ accounts consistent with guidance promulgated by the SEC Staff permitting us and such other clients’ accounts to purchase interests in a single class of privately placed securities so long as certain conditions are met, including that no Advisor, acting on our behalf or on behalf of other clients, negotiates any term other than price. We may also invest alongside our Advisors’ respective other clients as otherwise permissible under regulatory guidance, applicable regulations and our Advisors’ allocation policies. We and our Advisors have submitted an exemptive application to the SEC to permit greater flexibility for co-investments. However, there is no assurance that we will obtain such SEC exemptive relief.

Business Development Company Regulation: Qualifying Assets

Under the 1940 Act, a business development company may not acquire any asset other than assets of the type listed in Section 55(a) of the 1940 Act, which we refer to in this SAI as qualifying assets, unless, at the time the acquisition is made, qualifying assets represent at least 70% of the company’s total assets. As discussed in greater detail below, the 1940 Act defines qualifying assets as principally including certain investments by a business development company in eligible portfolio companies. An eligible portfolio company is defined under the 1940 Act as any issuer which:

●

is organized under the laws of, and has its principal place of business in, the United States;

●

is not an investment company (other than a small business investment company wholly owned by the business development company) or a company that would be an investment company but for certain exclusions under the 1940 Act; and

●

satisfies any of the following:

does not have any class of securities that is traded on a national securities exchange;

has a class of securities listed on a national securities exchange, but has an aggregate market value of outstanding voting and non-voting common equity of less than $250 million;

is controlled by a business development company, either alone or as part of a group acting together, and the business development company has an affiliated person who is a director of the eligible portfolio company; or

is a small and solvent company having total assets of not more than $4 million and capital and surplus of not less than $2 million.

As relevant to our proposed business, the principal categories of qualifying assets under the 1940 Act are the following:

●

Securities purchased in transactions not involving any public offering from the issuer of such securities, which issuer (subject to certain limited exceptions) is an eligible portfolio company, or from any person who is, or has been during the preceding 13 months, an affiliated person of an eligible portfolio company, or from any other person, subject to such rules as may be prescribed by the SEC.

●

Securities of any eligible portfolio company that we control.

●

Securities purchased in a private transaction from a U.S. issuer that is not an investment company or from an affiliated person of the issuer, or in transactions incident thereto, if the issuer is in bankruptcy and subject to reorganization or if the issuer, immediately prior to the purchase of its securities was unable to meet its obligations as they came due without material assistance other than conventional lending or financing arrangements.

●

Securities of an eligible portfolio company purchased from any person in a private transaction if there is no ready market for such securities and we already own 60% of the outstanding equity of the eligible portfolio company.

●

Securities received in exchange for or distributed on or with respect to securities described in (1) through (4) above, or pursuant to the exercise of warrants or rights relating to such securities.

●

Cash, cash equivalents, U.S. government securities, or high-quality debt securities maturing in one year or less from the time of investment.

In addition, a business development company must have been organized and have its principal place of business in the United States and be operated for the purpose of making investments in the types of securities described in (1), (2) or (3) above.

SAI-15

Business Development Company Regulation: Control and Managerial Assistance to Portfolio Companies

In order to count portfolio securities as qualifying assets for the purpose of the 70% test, we must either control the issuer of the securities or make available to the issuer of the securities significant managerial assistance without the issuer having to request such assistance. Where we purchase such securities in conjunction with one or more other persons acting together, one of the other persons in the group may make available such managerial assistance. Making available managerial assistance includes any arrangement whereby the business development company, through its directors, officers, or employees, offers to provide, and, if accepted, does so provide, significant guidance and counsel concerning the management, operations or business objectives and policies of a portfolio company.

Temporary Investments

Pending investment in other types of “qualifying assets,” as described above, our investments may consist of cash, cash equivalents, U.S. government securities, money market funds, or high-quality debt securities maturing in one year or less from the time of investment so that 70% of our total assets are qualifying assets. Typically, we intend to invest in U.S. Treasury bills or in repurchase agreements, provided that such agreements are fully collateralized by cash or securities issued by the U.S. government or its agencies. A repurchase agreement involves the purchase by an investor, such as we, of a specified security and the simultaneous agreement by the seller to repurchase it at an agreed-upon future date and at a price that is greater than the purchase price by an amount that reflects an agreed-upon interest rate. There is no percentage restriction on the proportion of our assets that may be invested in such repurchase agreements. However, if more than 25% of our total assets constitute repurchase agreements from a single counterparty, we may not meet the diversification requirements in order to qualify as a RIC for federal income tax purposes. Thus, we do not intend to enter into repurchase agreements with a single counterparty in excess of this limit. We expect that CNL will monitor the creditworthiness of the counterparties with which we enter into repurchase agreement transactions.

Senior Securities

We are permitted, under specified conditions, to issue multiple classes of debt and one class of stock senior to our common stock if our asset coverage, as defined in the 1940 Act, is at least equal to 200% immediately after each such issuance. In addition, while any senior securities remain outstanding, we must prohibit any distribution to our shareholders or the repurchase of such securities or shares unless we meet the applicable asset coverage ratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our total assets for temporary or emergency purposes without regard to asset coverage. For a discussion of the risks associated with leverage, See “Risk Factors — Risks related to business development companies —Regulations governing our operation as a business development company and RIC will affect our ability to raise capital, and the way in which we raise additional capital or borrow for investment purposes, which may have a negative effect on our growth. As a business development company, the necessity of raising additional capital may expose us to risks, including the typical risks associated with leverage” in the prospectus.

Code of Ethics

We have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act that 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 included as an exhibit to our registration statement for this offering. A copy of our code of ethics is also available on our website: www.corporatecapitaltrust.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.

Compliance Policies and Procedures

We and our Advisors have each adopted and implemented written compliance policies and procedures reasonably designed to prevent violation of the federal securities laws and are required to review these compliance policies and procedures annually for their adequacy and the effectiveness of their implementation. Our chief compliance officer is responsible for administering our compliance policies and procedures and each Advisor’s chief compliance officer is responsible for administering the compliance policies and procedures for such Advisor.

Proxy Voting Policies and Procedures

We have delegated our proxy voting responsibility for investments we own to KKR. KKR will vote proxies according to our proxy voting policies and procedures which are set forth below. These guidelines are reviewed periodically by the Advisors as well as our board of directors, and, accordingly, are subject to change.

SAI-16

As an investment adviser registered under the 1940 Act, KKR has a fiduciary duty to act solely in the best interests of its clients. As part of this duty, it recognizes that it must vote client securities in a timely manner free of conflicts of interest and in the best interests of its clients. These policies and procedures for voting proxies for the investment advisory clients of KKR are intended to comply with Section 206 of, and Rule 206(4)-6 under, the 1940 Act.

Proxy Policies

KKR will vote proxies relating to our securities in a manner that it believes, in its discretion, to be in the best interest of our shareholders. It will review on a case-by-case basis each proposal submitted for a shareholder vote taking into account relevant factors, including: (1) the impact on the value of the securities; (2) the anticipated costs and benefits associated with the proposal; (3) the effect on liquidity; and (4) customary industry and business practices. Although KKR will generally vote against proposals that may have a negative impact on its clients’ portfolio securities, it may vote for such a proposal if there exists compelling long-term reasons to do so.

The proxy voting decisions of KKR are made by its portfolio managers and investment professionals under the supervision of KKR’s legal/compliance department. To ensure that its vote is not the product of a conflict of interest, it will require that: (a) the recommended vote be approved by a member of KKR’s legal/compliance department prior to being submitted to the custodian; (b) associates involved in the decision making process or vote administration are prohibited from revealing how KKR intends to vote on a proposal in order to reduce any attempted influence from interested parties; and (c) where a material conflict of interest exists, the chief compliance officer designate an individual or group who can impartially help decide how to resolve such conflict.

Proxy Voting Records

You may obtain information, without charge, regarding how KKR voted proxies with respect to our portfolio securities by making a written request for proxy voting information to: Chief Compliance Officer, c/o Corporate Capital Trust, Inc., 450 South Orange Ave., Orlando, Florida 32801.

Securities Exchange Act and Sarbanes-Oxley Act

We are subject to the reporting and disclosure requirements of the Exchange Act, including the filing of quarterly, annual and current reports, proxy statements and other required items. In addition, we are subject to the Sarbanes-Oxley Act of 2002, which imposes a wide variety of regulatory requirements on publicly-held companies and their insiders. Many of these requirements will affect us. For example:

●

pursuant to Rule 13a-14 of the Exchange Act, our chief executive officer and chief financial officer are required to certify the accuracy of the financial statements contained in our periodic reports;

●

pursuant to Item 307 of Regulation S-K, our periodic reports are required to disclose our conclusions about the effectiveness of our disclosure controls and procedures; and

●

pursuant to Rule 13a-15 of the Exchange Act, our management will be required to prepare a report regarding its assessment of our internal control over financial reporting, which must be audited by our independent registered public accounting firm.

The Sarbanes-Oxley Act requires us to review our policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and its regulations. We intend to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary to ensure that we are in compliance.

Other

We are required to provide and maintain a bond issued by a reputable fidelity insurance company to protect us against larceny and embezzlement. Furthermore, under our articles of incorporation, we are prohibited from indemnifying our directors, officers, employees, controlling persons or agents against losses that result from their negligence or misconduct, and, in the case of our Independent Directors, their gross negligence or willful misconduct.

SAI-17

Part C: Other Information

Item 25.

Financial Statements and Exhibits

(1)	Financial Statements

The following financial statements are included in Part A of this Registration Statement:

		Page
	Report of Independent Registered Certified Public Accounting Firm	F-1
	Consolidated Statements of Assets and Liabilities	F-2
	Consolidated Statements of Operations	F-3
	Consolidated Statements of Changes in Net Assets	F-4
	Consolidated Statements of Cash Flows	F-5
	Consolidated Schedule of Investments	F-6
	Notes to Consolidated Financial Statements	F-21

(2)

Exhibits

(a)	Second Amended and Restated Articles of Incorporation of the Registrant. (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 8, 2012.

(b)	Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 2(b) filed with Pre-Effective Amendment No. 3 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on March 29, 2011.)

(d)	Form of Subscription Agreement (Incorporated by reference to Exhibit 2(d) filed with Pre-Effective Amendment No. 2 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on February 18, 2011.)

(e)	Form of Distribution Reinvestment Plan (Incorporated by reference to Exhibit 2(e) filed with Pre-Effective Amendment No. 2 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on February 18, 2011.)

(g)(1)

Investment Advisory Agreement by and between the Registrant and CNL Fund Advisors Company (Incorporated by reference to Exhibit 2(g)(1) filed with Pre-Effective Amendment No. 3 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on March 29, 2011.)

(g)(2)

Sub-Advisory Agreement by and among the Registrant, CNL Fund Advisors Company and KKR Asset Management LLC (Incorporated by reference to Exhibit 2(g)(2) filed with Pre-Effective Amendment No. 3 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on March 29, 2011.)

(g)(3)

Investment Management Agreement between the Registrant and CCT Funding LLC (Incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2011.)

(g)(4)

Amendment No. 1 to Investment Advisory Agreement by and between the Registrant and CNL Fund Advisors Company (Incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed on March 16, 2012.)

(h)(1)

Form of Managing Dealer Agreement by and between the Registrant and CNL Securities Corp. (Incorporated by reference to Exhibit 2(h)(1) filed with Pre-Effective Amendment No. 2 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on February 18, 2011.)

(h)(2)

Form of Participating Broker Agreement (Incorporated by reference to Exhibit 2(h)(2) filed with Pre-Effective Amendment No. 2 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on February 18, 2011.)

(h)(3)

Selected Dealer Agreement among the Registrant, CNL Securities Corp., CNL Fund Advisors Company, CNL Financial Group, LLC, KKR Asset Management LLC and Ameriprise Financial Services, Inc. (Incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2011.) (Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC.)

(j)(1)

Custodian Agreement (Incorporated by reference to Exhibit 2(j) filed with Pre-Effective Amendment No. 3 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on March 29, 2011.)

(j)(2)

Custodial Agreement among the Registrant, CCT Funding LLC, Deutsche Bank AG, New York Branch and Deutsche Bank Trust Company Americas (Incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2011.) (Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC.)

(j)(3)

Custodian Agreement, dated as of November 15, 2012, by and among Corporate Capital Trust, Inc., Halifax Funding LLC, The Bank of Nova Scotia and The Bank of Nova Scotia Trust Company of New York. (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on November 21, 2012.)

(k)(1)

Amended and Restated Escrow Agreement by and among the Registrant, UMB Bank N.A., and CNL Securities Corp. (Incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q filed on August 12, 2011.)

(k)(2)

Administrative Services Agreement by and between the Registrant and CNL Fund Advisors Company (Incorporated by reference to Exhibit 2(k)(2) filed with Pre-Effective Amendment No. 3 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on March 29, 2011.)

(k)(3)

Form of Intellectual Property License Agreement by and between the Registrant and CNL Intellectual Properties, Inc. (Incorporated by reference to Exhibit 2(k)(3) filed with Pre-Effective Amendment No. 2 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on February 18, 2011.)

(k)(4)

Limited Liability Company Agreement of CCT Funding LLC (Incorporated by reference to Exhibit 10.13 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2011.)

(k)(5)

Credit Agreement between CCT Funding LLC and Deutsche Bank AG, New York Branch (Incorporated by reference to Exhibit 10.14 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2011.) (Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC.)

(k)(6)

First Amendment to Credit Agreement between CCT Funding LLC and Deutsche Bank AG, New York Branch (Incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on March 16, 2012.) (Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC.)

(k)(7)

Second Amendment to Credit Agreement between CCT Funding LLC and Deutsche Bank AG, New York Branch. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 24, 2012.) (Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC.)

(k)(8)

Third Amendment to Credit Agreement between CCT Funding LLC, the lenders referred to therein and Deutsche Bank AG, New York Branch. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 14, 2013.) (Confidential portions of this exhibit have been omitted pursuant to a request for confidential treatment and filed separately with the SEC.)

(k)(9)

Asset Contribution Agreement between the Registrant and CCT Funding LLC (Incorporated by reference to Exhibit 10.16 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2011.)

(k)(10)

Security Agreement between CCT Funding LLC and Deutsche Bank AG, New York Branch (Incorporated by reference to Exhibit 10.17 to the Company’s Quarterly Report on Form 10-Q filed on November 10, 2011.)

(k)(11)

Amended and Restated Expense Support and Conditional Reimbursement Agreement by and among the Registrant, CNL Fund Advisors Company and KKR Asset Management LLC (Incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed on March 16, 2012.)

(k)(12)

Amendment to Amended and Restated Expense Support and Conditional Reimbursement Agreement by and among the Registrant, CNL Fund Advisors Company and KKR Asset Management LLC. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 7, 2013.)

(k)(13)

ISDA 2002 Master Agreement, together with the Schedule thereto and Credit Support Annex to such Schedule, each dated as of November 15, 2012, by and between Halifax Funding LLC and The Bank of Nova Scotia. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 21, 2012.)

(k)(14)

Confirmation Letter Agreement, dated as of November 15, 2012, by and between Halifax Funding LLC and The Bank of Nova Scotia. (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 21, 2012.)

(l)	Opinion of Arnold & Porter LLP (Incorporated by reference to Exhibit 2(l) filed with Pre-Effective Amendment No. 3 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on March 29, 2011.)

(n)(1)

Consent of Arnold & Porter LLP (Incorporated by reference to Exhibit 2(l) filed with Pre-Effective Amendment No. 3 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on March 29, 2011.)

(n)(2)

Consent of Deloitte & Touche LLP*

(r)(1)

Amended and Restated Code of Ethics of the Registrant (Incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed on March 16, 2012.)

(r)(4)(i)

Power of Attorney of Certain Directors of the Registrant (Incorporated by reference to Exhibit 2(r)(4)(i) filed with Pre-Effective Amendment No. 2 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on February 18, 2011.)

(r)(4)(ii)

Power of Attorney of Mr. Frederick Arnold (Incorporated by reference to Exhibit 2(r)(4)(ii) filed with Pre-Effective Amendment No. 2 to the Company’s registration statement on Form N-2 (File No. 333-167730) filed on February 18, 2011.)

(r)(4)(iii)

Power of Attorney of Mr. Erik A. Falk*

* Filed herewith.

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Item 26.

Marketing Arrangements

The information contained under the heading “Plan of Distribution” in this Registration Statement is incorporated herein by reference.

Item 27.

Other Expenses of Issuance and Distribution

The following is an estimate, subject to future contingencies, of the expenses relating to the issuance and distribution of the securities being registered hereby:

SEC registration fee	$	106,950
FINRA filing fee	$	75,500
Accounting fees and expenses	$	164,464
Due diligence expense reimbursement	$	1,449,960
Sales and advertising expenses	$	5,028,123
Blue sky fees and expenses	$	676,071
Legal fees and expenses	$	3,198,648
Printing and engraving	$	1,318,502
Miscellaneous fees and expenses	$	2,322,949
Total	$	14,341,167

Item 28.

Persons Controlled by or Under Common Control

We have the following wholly-owned subsidiaries, each of which was organized in the state of Delaware and is consolidated with us for financial reporting purposes: CCT Funding LLC and Halifax Funding LLC.

Item 29.

Number of Holders of Securities

The following table sets forth the number of record holders of the Registrant’s capital stock at March 12, 2013.


Title of Class	Number of Record Holders
Common stock, $0.001 par value		22,000

Item 30.

Indemnification

Limitation on Liability

Our articles of incorporation limits the personal liability of our directors and officers to the corporation or its shareholders for monetary damages to the fullest extent permitted by Maryland law, subject to any limitation set forth under the federal securities laws. Maryland law permits a Maryland corporation to include in its charter a provision limiting the liability of its directors and officers to the corporation and its shareholders for money damages except for liability resulting from:

(a)

Actual receipt of an improper benefit or profit in money, property or services; or

(b)

Active and deliberate dishonesty established by a final judgment and which is material to the cause of action.

In addition, we intend to obtain directors’ and officers’ liability insurance.

Indemnification

Under the Maryland General Corporation Law, a Maryland corporation is required (unless its charter provides otherwise) to indemnify a director or officer who has been successful in the defense of any proceeding to which the director or officer is made or threatened to be made a party by reason of the director’s or officer’s service in that capacity and may indemnify its directors, officers, and certain other parties against judgments, penalties, fines, settlements, and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or threatened to be made a party by reason of their service to the corporation or to another entity at the corporation’s request, unless it is established that the act or omission of the indemnified party was material to the matter giving rise to the proceeding and (i) the act or omission was committed in bad faith or was the result of active and deliberate dishonesty, (ii) the indemnified party actually received an improper personal benefit in money, property or services, or (iii) in the case of any criminal proceeding, the indemnified party had reasonable cause to believe that the act or omission was unlawful. Maryland law does not permit indemnification in respect of any proceeding in which the party seeking indemnification has been adjudged to be liable on the basis that personal benefit was improperly received or for an adverse judgment in a suit by or in

C-3

the right of the corporation, unless in either case a court orders indemnification and then only for expenses. Further, a party may not be indemnified for a proceeding brought by that party against the corporation, except (i) for a proceeding brought to enforce indemnification under the Maryland General Corporation Law, or (ii) if the articles of incorporation or bylaws, a resolution of the board of directors, or an agreement approved by the board of directors to which the corporation is a party expressly provides otherwise. In addition, Maryland law provides that reasonable expenses incurred by a director or officer who is a party to a proceeding may be paid or reimbursed by the corporation in advance of the final disposition of the proceeding upon receipt by the corporation of (i) A written affirmation by the director or officer of the director’s or officer’s good faith belief that the standard of conduct necessary for indemnification by the corporation has been met and (ii) a written undertaking by or on behalf of the director or officer to repay the amount paid or reimbursed by the corporation if it is ultimately be determined that such standard of conduct was not met.

Pursuant to our articles of incorporation, we are obligated to indemnify and hold harmless any present or former director or officer, and certain other individuals and entities, from and against any claim or liability to which such party seeking indemnification may become subject or which that party may incur by reason of that party’s status as a present or former director or officer or other role on our behalf, only if all of the following conditions are met:

(a)

the party seeking indemnification has determined, in good faith, that the course of conduct which caused the loss or liability was in our best interest;

(b)

the party seeking indemnification was acting on behalf of or performing services for us;

(c)

such liability or loss was not the result of (A) negligence or misconduct, in the case that the party seeking indemnification is a director (other than an Independent Director), or (B) gross negligence or willful misconduct, in the case that the party seeking indemnification is an independent director; and

(d)

such indemnification is recoverable only out of our net assets and not from that of a shareholder.

Furthermore, under our articles of incorporation, any director, officer, or any other individual or entity, shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless one or more of the following conditions are met:

(a)

there has been a successful adjudication on the merits of each count involving alleged material securities law violations as to the indemnitee;

(b)

such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the indemnitee; or

(c)

a court of competent jurisdiction approves a settlement of the claims against the indemnitee and finds that indemnification of the settlement and related costs should be made, and the court of law considering the request for indemnification has been advised of the position of the Securities and Exchange Commission and the published position of any state securities regulatory authority in which our securities were offered or sold as to indemnification for violations of securities laws.

Under our articles of incorporation, the advancement of our funds to an indemnitee for legal expenses and other costs incurred as a result of any legal action for which the indemnification is being sought is permissible only if all the following conditions are satisfied:

(a)

the legal action relates to acts or omissions with respect to the performance of duties or services on behalf of us;

(b)

the indemnitee provides us with written affirmation of the indemnitee’s good faith belief that the indemnitee has met the standard of conduct necessary for indemnification by us;

(c)

the legal action is initiated by a third party who is not a shareholder, or the legal action is initiated by a shareholder and a court of competent jurisdiction specifically approves of such advancement; and

(d)

the indemnitee or its affiliates undertake to repay the advanced funds to us, together with the applicable legal rate of interest thereon, in cases in which such indemnitee is found not to be entitled to indemnification.

The Investment Advisory Agreement provides that each Advisor and its officers, directors, persons associated with each Advisor, shareholders (and owners of the shareholders), controlling persons and agents are entitled to indemnification from us for any damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlement) incurred by them in or by reason of any pending, threatened or completed action, suit, investigation or other proceedings arising out of or otherwise based on the performance of any of such Advisor’s duties or obligations under the Investment Advisory Agreement or the Sub-Advisory Agreement, as applicable, or otherwise as our investment adviser, (i) to the extent such damages, liabilities, cost and expenses (A) are not fully reimbursed by insurance, and (B) do not arise by reason of willful misfeasance, bad faith, or gross negligence in such Advisor’s performance of such duties or obligations, or such Advisor’s reckless disregard of such duties or obligations, and (ii) otherwise to the fullest extent such indemnification is consistent with the provisions of our articles of incorporation, the 1940 Act, the laws of the State of Maryland and other applicable law.

C-4

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the provisions described above, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by us of expenses incurred or paid by a director, officer or controlling person in the successful defense of an action, suit or proceeding) is asserted by a director, officer or controlling person in connection with the securities being registered, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of the court of the issue.

Item 31.

Business and Other Connections of Investment Advisor

A description of any other business, profession, vocation, or employment of a substantial nature in which CNL, and each director or executive officer of CNL, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in the sections entitled “Management – Interested Directors” and “CNL Team” as well as set forth in the Statement of Additional Information in the sections entitled “Management – Board of Directors” and “– Our Executive Officers.” Additional information regarding CNL is set forth in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-39197).

A description of any other business, profession, vocation, or employment of a substantial nature in which KKR, and each director or executive officer of KKR, is or has been during the past two fiscal years, engaged in for his or her own account or in the capacity of director, officer, employee, partner or trustee, is set forth in Part A of this Registration Statement in the sections entitled “Management – Interested Directors” and “KKR Team” as well as set forth in the Statement of Additional Information in the sections entitled “Management – Board of Directors” and “– Our Executive Officers.” Additional information regarding KKR is set forth in its Form ADV, as filed with the Securities and Exchange Commission (SEC File No. 801-69633).

Item 32.

Location of Accounts and Records

All accounts, books and other documents required to be maintained pursuant to Section 31(a) of the 1940 Act, and the rules thereunder, are maintained at the offices of:

(a)

the registrant, Corporate Capital Trust, Inc., 450 S. Orange Avenue, Orlando, Florida 32801;

(b)

the Transfer Agent, DST Systems, Inc., 430 W. 7th Street, Ste. 219001, Kansas City, Missouri 64105;

(c)

the Custodian for the registrant, State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02111;

(d)

the Custodian for CCT Funding, Deutsche Bank Trust Company Americas, 1761 East St. Andrew Place, Santa Ana, CA 92705;

(e)

the Custodian for Halifax Funding, The Bank of Nova Scotia Trust Company of New York, One Liberty Plaza, New York, NY 10006;

(f)

the investment adviser, CNL Fund Advisors Company, 450 S. Orange Avenue, Orlando, Florida 32801;

(g)

the sub-adviser, KKR Asset Management, LLC, 555 California Street, San Francisco, California 94104;

(h)

the administrator, CNL Fund Advisors Company, 450 S. Orange Avenue, Orlando, Florida 32801;

(i)

a sub-administrator, CNL Capital Markets Corp., 450 S. Orange Avenue, Orlando, Florida 32801; and

(j)

a sub-administrator, State Street Bank and Trust Company, One Lincoln Street, Boston, Massachusetts 02021.

Item 33.

Management Services

Not Applicable

Item 34.

Undertakings

We hereby undertake:

(1)

to suspend the offering of shares until the prospectus is amended if (i) subsequent to the effective date of this registration statement, our net asset value declines more than 10% from our net asset value as of the effective date of this registration statement, or (ii) our net asset value increases to an amount greater than our net proceeds as stated in the prospectus;

(2)

to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement

C-5

(i)

to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)

to reflect in the prospectus any facts or events after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and

(iii)

to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(3)

that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;

(4)

to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering; and

(5)

that, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 497(b), (c), (d), or (e) under the Securities Act of 1933 as part of a registration statement relating to an offering, other than a prospectus filed in reliance on Rule 430A under the Securities Act of 1933, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use; and

(6)

that for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of securities, the undersigned Registrant undertakes that in an offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser.

(i)

any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 under the Securities Act of 1933;

(ii)

the portion of any advertisement pursuant to Rule 482 under the Securities Act of 1933 relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

(iii)

any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

(7)

to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any Statement of Additional Information.

C-6

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Post-Effective Amendment No. 2 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, and the State of Florida, on the 22nd day of March 2013.


	By:		/s/ Andrew A. Hyltin
	Name:		Andrew A. Hyltin
	Title:		Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to this Registration Statement has been signed by the following persons in the capacities set forth below on March 22, 2013. This document may be executed by the signatories hereto on any number of counterparts, all of which constitute one and the same instrument.


	Name		Title

/s/ Andrew A. Hyltin		Chief Executive Officer
Andrew A. Hyltin		(Principal Executive Officer)

/s/ Paul S. Saint-Pierre		Chief Financial Officer
Paul S. Saint-Pierre		(Principal Financial and Accounting Officer)

*		Director
Thomas K. Sittema

*		Director
Erik A. Falk

*		Independent Director
Frederick Arnold

*		Independent Director
James H. Kropp

*		Independent Director
Kenneth C. Wright

*By:	/s/ Paul S. Saint-Pierre		Attorney in Fact
Name: Paul S. Saint-Pierre			(pursuant to powers of attorney filed herewith, filed as part of Post-Effective Amendment No. 1 to this Registration Statement on March 29, 2012 and filed as part of Pre- Effective Amendment No. 2 to this Registration Statement on February 18, 2011)

Richard Horowitz, Esq.		Richard E. Baltz, Esq.
Kenneth E. Young, Esq.		Darren C. Skinner, Esq.
Dechert LLP		Arnold & Porter LLP
1095 Avenue of the Americas		555 Twelfth Street, N.W.
New York, NY 10036		Washington, D.C. 20004-1206
Telephone: (212) 698-3500		Telephone: (202) 942-5000

	Current Public Offering Price Per Share*		Maximum Offering Amount (1) (2)
Price to public	$	11.050	$	1,657,500,000
Sales load (3)	$	1.105	$	165,750,000
Net proceeds to us (before expenses) (4)	$	9.945	$	1,491,750,000
*As of March 22, 2013

Shareholder transaction expenses (as a percentage of offering price)
Sales load (1)		10.00	%
Offering expenses (2)		1.10	%
Distribution reinvestment plan fees (3)	None
Total shareholder transaction expenses		11.10	%

Annual expenses (as a percentage of net assets attributable to common shares) (4)
Base management fee (5)		2.86	%
Incentive fees (6)		0.65	%
Interest payments on borrowed funds (7)		1.74	%
Acquired fund fees and expenses (8)		0.00	%
Other expenses (9)		0.90	%
Total annual expenses		6.15	%


	1 Year		3 Years		5 Years		10 Years
You would pay the following expenses on a $1,000 investment, assuming a 5% annual return from investment income: (4)	$	160	$	256	$	352	$	587
You would pay the following incremental incentive fees on a $1,000 investment, assuming 5% annual return from realized capital gains:	$	+14	$	+38	$	+58	$	+90


Assumed return on our portfolio (net of expenses)	-10.00	%	-5.00	%	0	%	5.00	%	10.00	%	0.80	%
Corresponding return to shareholders	-13.00	%	-6.94	%	-0.88	%	5.19	%	11.25	%	0.00	%

ABOUT THIS PROSPECTUS		ii
PROSPECTUS SUMMARY		1
FEES AND EXPENSES		11
CERTAIN QUESTIONS AND ANSWERS		13
RISK FACTORS		16
FORWARD LOOKING STATEMENTS		36
COMPANY PROFILE		37
MANAGEMENT		54
ADVISORY AGREEMENTS AND FEES		60
USE OF PROCEEDS		64
DISTRIBUTIONS		65
SELECTED FINANCIAL DATA		66
SENIOR SECURITIES		67
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		68
DESCRIPTION OF OUR CAPITAL STOCK		82
DETERMINATION OF NET ASSET VALUE		86
SUITABILITY STANDARDS		89
PLAN OF DISTRIBUTION		91
SUBSCRIPTION PROCESS		95
DISTRIBUTION REINVESTMENT PLAN		96
SHARE REPURCHASE PROGRAM		97
ADDITIONAL INFORMATION		98
TAX MATTERS		100
LEGAL MATTERS		104
EXPERTS		104
SHAREHOLDER PRIVACY NOTICE		104
FINANCIAL STATEMENTS		F-1

	Year ended December 31, 2012					Year ended December 31, 2011					Period from June 9, 2010 (inception) to December 31, 2010
	Shares		Amount			Shares		Amount			Shares		Amount
Gross Proceeds from Offering		54,520,455	$	588,369,004			7,021,920	$	70,897,954			22,222	$	200,000
Commissions and Marketing Support Fees				(55,505,646	)				(6,727,230	)
Reinvestment of Distributions		1,207,704		11,832, 449			29,024		265,897
Net Proceeds to Company		55,728,159	$	544,695,807			7,050,944	$	64,436,621			22,222	$	200,000
Average Net Proceeds per Share		$9.77					$9.14					$9.00

	As of December 31, 2012
Asset Category	Investment Portfolio at Fair Value		Percentage of Investment Portfolio			TRS Reference Assets at Fair Value		Percentage of TRS Portfolio
Senior debt securities	$	522,442,812		74.9	%	$	128,005,782		77.7	%
Subordinated debt securities		169,788,339		24.3			36,762,456		22.3
Total debt securities		692,231,151		99.2			164,768,238		100.0
Common stock		453,397		0.1			—		—
Preferred stock		4,983,883		0.7			—		—
Total equity securities		5,437,280		0.8			—		—
Total	$	697,668,431		100.0	%	$	164,768,238		100.0	%


●	Consumer Products	●	Media and Communications	●	Hospitality and Real Estate
●	Health Care	●	Retail	●	Energy, Natural Resources and Infrastructure
●	Industrials	●	Technology	●	Financial Services


Portfolio Company Name and Address(a)	Nature of Business	Amortized Cost(b)
AdvancePierre Foods, Inc. 9990 Princeton-Glendale Road Cincinnati, OH 45246	Offers food service and products	$3,909,668

Allen Systems Group, Inc. 1333 3rd Avenue South Naples, FL 34102	Provides software solutions	$66,130

Alliance Laundry Systems, LLC PO Box 990 Shepard Street Ripon, WI 54971	Provides laundry products and services	$3,535,505

Ally Financial, Inc. 200 Renaissance Center Detroit, MI 48265	Provides financial services and insurance products	$4,800,812

Altisource Solutions 291 Route d'Arlon Luxembourg, L-1150 Luxembourg	Provides real estate and mortgage portfolio management and related technology products and asset recovery and customer relationship management services	$7,470,313

American Gaming Systems, LLC 2470 Saint Rose Parkway Henderson, NV 89074	Designs and manufactures gaming machines	$12,247,373

American Rock Salt Co., LLC 5520 Route 63 PO Box 190 Mount Morris, NY 14510	Produces de-icing salt products	$8,151,298

Amkor Technologies, Inc. 1900 South Price Road Chandler, AZ 85286	Provides semiconductor packaging and test services	$210,801

Amsurg Corp. 20 Burton Hills Boulevard Nashville, TN 37215	Develops, acquires, and manages physician practice-based ambulatory surgery centers and specialty physician networks	$943,000

Aramark Corp. 1101 Market Street Philadelphia, PA 19107	Provides food facilities and career apparel service	$2,896,962

Ardagh Packaging Holdings, Ltd. (IE) 4 Richview Office Park Clonskeagh, Dublin, 14 Ireland	Designs and manufactures glass packaging products	$100,409


Name	Age	Position	Director Since
Interested Directors
Thomas K. Sittema	54	Chairman	2010
Erik A. Falk	43	Director	2012
Independent Directors
Frederick Arnold	58	Director	2011
James H. Kropp	64	Director	2011
Kenneth C. Wright	56	Director	2011


Scenarios expressed as a percentage of average adjusted capital	Scenario 1			Scenario 2			Scenario 3
Pre-incentive fee net investment income		0.5500	%		1.9500	%		2.8000	%
Catch up incentive fee (Max of 0.4375%)		—			(0.2000	)%		(0.4375	)%
Split incentive fee (20% above 2.1875%)		—			—			(0.1225	)%
Net Investment income		0.5500	%		1.7500	%		2.2400	%