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•	We have no operating history nor do we currently own any properties. We are a “blind pool” because we do not own any investments and have not identified any investments we will make with proceeds from this offering. You will be unable to evaluate the economic merit of our investments or how the proceeds from this offering are invested and there may be a substantial delay in receiving a return, if any, on your investment.
•	There are substantial conflicts among us and our sponsor, advisor, dealer manager and property manager, such as the fact that our chairman and chief executive officer owns 100% of our advisor, our dealer-manager and our property manager, and our advisor and other affiliated entities may compete with us and acquire properties suitable to our investment objectives.
•	No public market currently exists, and one may never exist, for shares of our common stock. If you are able to sell your shares, you would likely have to sell them at a substantial discount.
•	Until we generate operating cash flow sufficient to pay distributions to our stockholders, we may make distributions from the proceeds of this offering or from borrowings in anticipation of future cash flow, which may constitute a return of capital, reduce the amount of capital we ultimately invest in properties and negatively impact the value of your investment.
•	We may fail to qualify as a real estate investment trust, also known as a REIT. If we fail to qualify as a REIT, or if we qualify and subsequently lose our REIT status, our operations and our ability to make distributions would be adversely affected.
•	You may not own more than 9.8% in value of the outstanding shares of our stock or more than 9.8% of the number or value of any class or series of our outstanding shares of stock.
•	We may incur substantial debt, which could hinder our ability to pay distributions to our stockholders or could decrease the value of your investment in the event that income on, or the value of, the property securing the debt falls.
•	We are dependent on our advisor to select investments and conduct our operations. Adverse changes in the financial condition of our advisor or our relationship with our advisor could adversely affect us.
•	We will pay substantial fees and expenses to our advisor, its affiliates and participating broker-dealers, which payments increase the risk that you will not earn a profit on your investment.
•	This is a “best efforts” offering and some or all of our shares may not be sold.

			Price				Selling				Dealer				Net Proceeds
			to Public				Commissions				Manager Fee				(Before Expenses)
Primary Offering
	Per Share		$	10.00			$	0.70			$	0.15			$	9.15
	Total Minimum		$	2,500,000			$	175,000			$	37,500			$	2,287,500
	Total Maximum		$	450,000,000			$	31,500,000			$	6,750,000			$	411,750,000
Distribution Reinvestment Plan
	Per Share		$	9.15			$	—			$	—			$	9.15
	Total Maximum		$	45,750,000			$	—			$	—			$	45,750,000

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	•	a net worth of at least $150,000; or
	•	a gross annual income of at least $45,000 and a net worth of at least $45,000.

	•	Arizona, California, Iowa, Michigan and Tennessee – Investors must have either (a) a net worth of at least $225,000 or (2) gross annual income of at least $60,000 and a net worth of at least $60,000.
	•	Maine – Investors must have either (1) a net worth of at least $200,000 or (2) gross annual income of at least $50,000 and a net worth of at least $50,000.
	•	Kansas – In addition to our standard suitability requirements, it is recommended that investors should invest no more than ten percent of their liquid net worth in our shares and securities of other real estate investment trusts.
	•	Ohio, Massachusetts and Pennsylvania – Investors must have either (a) a minimum annual gross income of $70,000 and a minimum net worth of $70,000 or (b) a minimum net worth of $250,000. The investor’s maximum investment in the issuer and affiliates cannot exceed 10% of the Ohio, Massachusetts or Pennsylvania resident’s net worth.

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	•	make every reasonable effort to determine that the purchase of shares is a suitable and appropriate investment for each investor based on information provided by such investor to the broker-dealer, including such investor’s age, investment objectives, income, net worth, financial situation and other investments held by such investor; and
	•	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.

	•	meet the minimum income and net worth standards established in your state;
	•	can reasonably benefit from an investment in our common stock based on your overall investment objectives and portfolio structure;
	•	are able to bear the economic risk of the investment based on your overall financial situation; and
	•	have an apparent understanding of:

	+	the fundamental risks of an investment in our common stock;
	+	the risk that you may lose your entire investment;
	+	the lack of liquidity of our common stock;
	+	the restrictions on transferability of our common stock;
	+	the background and qualifications of our advisor; and
	+	the tax consequences of an investment in our common stock.

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			Page
SUITABILITY STANDARDS				i
QUESTIONS AND ANSWERS ABOUT THIS OFFERING				1
PROSPECTUS SUMMARY				6
	Cole Credit Property Trust II, Inc.			6
	Our Advisor			6
	Our Management			6
	Our REIT Status			6
	Summary Risk Factors			7
	Description of Real Estate Investments			8
	Estimated Use of Proceeds of This Offering			8
	Investment Objectives			8
	Conflicts of Interest			9
	Prior Offering Summary			11
	The Offering			11
	Compensation to Cole Advisors II and its Affiliates			11
	Distribution Policy			14
	Listing			15
	Distribution Reinvestment Plan			15
	Share Redemption Program			15
	Cole Operating Partnership II, LP			16
				16
	Description of Shares			16
RISK FACTORS				18
	Risks Related to an Investment in Cole Credit Property Trust II, Inc.			18
	Risks Related to Conflicts of Interest			21
	Risks Related to This Offering and Our Corporate Structure			23
	General Risks Related to Investments in Real Estate			28
	Risks Associated with Debt Financing			36
	Risks Associated with Section 1031 Exchange Transactions and Tenant-in-Common Investments			37
	Federal Income Tax Risks			39
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS				42
ESTIMATED USE OF PROCEEDS				43
MANAGEMENT				45
	General			45
	Committees of the Board of Directors			46
	Audit Committee			46
	Compensation Committee			47
	Executive Officers and Directors			47
	Compensation of Directors			48
	2004 Independent Directors’ Stock Option Plan			49
	Provisions Applicable to Our Stock Option Plan			50
	Compliance with the American Jobs Creation Act			50

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			Page
	Limited Liability and Indemnification of Directors, Officers, Employees and Other Agents			51
	The Advisor			53
	The Advisory Agreement			54
	Affiliated Companies			56
	Investment Decisions			57
	Certain Relationships and Related Transactions			57
MANAGEMENT COMPENSATION				59
STOCK OWNERSHIP				64
CONFLICTS OF INTEREST				65
	Interests in Other Real Estate Programs			65
	Other Activities of Cole Advisors II and its Affiliates			66
	Competition in Acquiring, Leasing and Operating of Properties			66
	Affiliated Dealer Manager			66
	Affiliated Property Manager			66
	Lack of Separate Representation			67
	Joint Ventures with Affiliates of Cole Advisors II			67
	Receipt of Fees and Other Compensation by Cole Advisors II and Its Affiliates			67
	Certain Conflict Resolution Procedures			67
INVESTMENT OBJECTIVES AND POLICIES				70
	General			70
	Acquisition and Investment Policies			70
	Making Loans and Investments in Mortgages			76
	Acquisition of Properties from Affiliates			78
	Tenant-in-Common Program			79
	Disposition Policies			81
	Investment Limitations			81
	Change in Investment Objectives and Limitations			82
	Real Property Investments			82
	Other Policies			83
PLAN OF OPERATION				84
	General			84
	Liquidity and Capital Resources			85
	Results of Operations			86
	Inflation			86
	Critical Accounting Policies			86
PRIOR PERFORMANCE SUMMARY				87
	Prior Investment Programs			87
	Summary Information			87
FEDERAL INCOME TAX CONSIDERATIONS				90
	General			90
	Opinion of Counsel			90
	Taxation of the Company			90
	Requirements for Qualification as a REIT			92
	Failure to Qualify as a REIT			96

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			Page
	Sale-Leaseback Transactions			96
	Taxation of U.S. Stockholders			97
	Treatment of Tax-Exempt Stockholders			99
	Special Tax Considerations for Non-U.S. Stockholders			99
	Statement of Stock Ownership			101
	State and Local Taxation			101
	Tax Aspects of Our Operating Partnership			101
INVESTMENT BY TAX-EXEMPT ENTITIES AND ERISA CONSIDERATIONS				106
	General			106
	Minimum Distribution Requirements — Plan Liquidity			106
	Annual Valuation Requirement			107
	Fiduciary Obligations — Prohibited Transactions			108
	Plan Assets — Definition			108
	Plan Assets — Registered Investment Company Exception			108
	Publicly Offered Securities Exemption			108
	Plan Assets — Operating Company Exception			109
	Plan Assets — Not Significant Investment Exception			110
	Consequences of Holding Plan Assets			110
	Prohibited Transactions			110
	Prohibited Transactions — Consequences			111
DESCRIPTION OF SHARES				112
	Common Stock			112
	Preferred Stock			112
	Meetings and Special Voting Requirements			113
	Restrictions on Ownership and Transfer			114
	Distribution Policy			116
	Stockholder Liability			117
	Business Combinations			117
	Control Share Acquisitions			118
	Subtitle 8			119
	Advance Notice of Director Nominations and New Business			119
	Share Redemption Program			119
	Restrictions on Roll-up Transactions			121
SUMMARY OF DISTRIBUTION REINVESTMENT PLAN				123
	Investment of Distributions			123
	Election to Participate or Terminate Participation			124
	Reports to Participants			124
	Excluded Distributions			124
	Federal Income Tax Considerations			125
	Amendment and Termination			125
OUR OPERATING PARTNERSHIP AGREEMENT				126
	General			126
	Capital Contributions			126
	Operations			126

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			Page
	Exchange Rights			128
	Amendments to the Partnership Agreement			128
	Termination of the Partnership			129
	Transferability of Interests			129
PLAN OF DISTRIBUTION				130
	The Offering			130
	Cole Capital Corporation			130
	Compensation We Will Pay for the Sale of Our Shares			130
	Shares Purchased by Affiliates			131
	Volume Discounts			132
	Subscription Process			133
	Minimum Offering			133
	Special Notice to Pennsylvania Investors			134
	Investments by IRAs and Qualified Plans			134
HOW TO SUBSCRIBE				134
SUPPLEMENTAL SALES MATERIAL				135
LEGAL MATTERS				135
EXPERTS				135
WHERE YOU CAN FIND MORE INFORMATION				135
FINANCIAL INFORMATION				F-1
APPENDIX A: PRIOR PERFORMANCE TABLES				A-1
APPENDIX B: SUBSCRIPTION AGREEMENT				B-1
APPENDIX C: DISTRIBUTION REINVESTMENT PLAN				C-1

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Q:		What is a REIT?
A:		In general, a real estate investment trust (REIT) is a company that:
		• pays distributions to investors of at least 90.0% of its taxable income;
		• avoids the “double taxation” treatment of income that generally results from investments in a corporation because a REIT generally is not subject to federal corporate income taxes on its net income, provided certain income tax requirements are satisfied; and
		• combines the capital of many investors to acquire a large-scale diversified real estate portfolio under professional management.
Q:		How are you different from your competitors who offer unlisted finite-life public REIT shares or real estate limited partnership units?
A:		We will focus our investments on the acquisition of freestanding, single-tenant commercial properties net leased to investment grade and other creditworthy tenants. Unlike funds that invest in a limited number of multi-tenant properties, we plan to acquire a diversified portfolio with a larger number of single-tenant properties. Therefore, lower than expected results of operations from one or a few investments will not necessarily preclude our ability to realize our investment objectives of current income to our investors and preservation of capital from our overall portfolio. Our management believes that freestanding retail properties, as compared to shopping centers, malls or other retail complexes as a whole, offer a distinct investment advantage since these properties generally offer superior locations that are less dependent on the financial stability of adjoining tenants. In addition, since we intend to acquire properties that are geographically diverse, we expect to minimize the potential adverse impact of economic downturns in local markets. Also, when we acquire a property, we focus on properties with a long term lease with investment grade or other creditworthy tenants.
Q:		What is the experience of your officers and directors?
A:		Christopher H. Cole, our chairman, chief executive officer and president, has been active in the acquisition, financing, management and structuring of commercial real estate transactions for over 25 years and has been engaged as a general partner in the structuring and management of real estate limited partnerships since February 1979. He also is the chief executive officer of Cole REIT Advisors II LLC, (Cole Advisors II), which is our advisor. Through Mr. Cole’s affiliated entities, as of December 31, 2004, Mr. Cole has sponsored 47 private real estate programs with an aggregate of over 5,000 investors since January 1, 1995.
		Blair D. Koblenz, our executive vice president and chief financial officer, has been active in the structuring and financial management of commercial real estate investments for over 20 years. He also is executive vice president and chief financial officer of Cole Advisors II. Prior to joining the Cole entities in 1994, he practiced in public accounting from 1979 to 1982 with an emphasis in taxation and business planning. He then served in a financial officer capacity for real estate investment companies and operators in Arizona from 1982 to 1994.
		John M. Pons, our secretary, also is vice president, secretary and counsel of Cole Advisors II. Prior to joining the Cole entities in September 2003, Mr. Pons was an associate general counsel and assistant secretary with GE Capital Franchise Finance Corporation since December 2001. Prior to December 2001, Mr. Pons was engaged in a private legal practice. Mr. Pons has over nine years experience in all aspects of real estate law, including the acquisition, sale, leasing, development and financing of real property.

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		Marcus E. Bromley is a member of our board of directors, chairman of its audit committee and a member of its compensation committee. Since December 1993, Mr. Bromley has served as a member of the board of trustees of Gables Residential Trust, a multi-family residential REIT listed on the New York Stock Exchange. From December 1993 until June 2000, Mr. Bromley also served as the chief executive officer of Gables Residential Trust. Prior to joining Gables Residential Trust, Mr. Bromley was a division partner of Trammell Crow Residential.
		Elizabeth L. Watson is a member of our board of directors, chairperson of its audit committee and a member of its compensation committee. Since September 2003, Ms. Watson has been a partner in and has served as the chief operating officer for NGP Capital Partners III, LLC (NGP Capital). In addition to other positions in the real estate capital market industry, from 1992 until 1994, Ms. Watson served as senior vice president, chief financial officer and treasurer of Prime Retail, Inc., a publicly traded REIT that developed and owned factory outlet centers, and its predecessor company, The Prime Group.
Q:		Will you acquire properties in joint ventures?
A:		Possibly. We may want to acquire properties through one or more joint ventures in order to diversify our portfolio of properties in terms of geographic region, property type and tenant industry group. Increased portfolio diversification will reduce the risk to investors as compared to a program with a smaller number of investments. Our joint ventures may be with our affiliates or with third parties. Generally, we will only enter into a joint venture in which we will control the decisions of the joint venture. If we do enter into joint ventures, we may assume liabilities related to the joint venture that exceed the percentage of our investment in the joint venture.
Q:		What steps do you take to make sure you invest in environmentally compliant property?
A:		Generally, we will obtain a Phase I environmental assessment of each property purchased. These assessments, however, may not reveal all environmental hazards. In certain instances, we will rely upon the experience of our advisor and we expect that in most cases we will obtain a representation from the seller that, to its knowledge, the property is not contaminated with hazardous materials.
Q:		What will be the terms of your leases?
A:		We will seek to secure leases from investment grade and other creditworthy tenants before or at the time we acquire a property. We expect that our leases generally will be net leases, which means that the tenant would be responsible for the cost of repairs, maintenance, property taxes, utilities, insurance and other operating costs. In certain of these leases, we will be responsible for the replacement of specific structural components of a property, such as the roof of the building or the parking lot. We expect that our leases generally will have terms of ten or more years, some of which may have renewal options. We may, however, enter into leases that have a shorter term.
Q:		How will you determine whether tenants have the appropriate creditworthiness for each building lease?
A:		We will determine creditworthiness pursuant to various methods, including reviewing financial data and other information about the tenant. In addition, we may use an industry credit rating service to determine the creditworthiness of potential tenants and any personal guarantor or corporate guarantor of each potential tenant. We will compare the reports produced by these services to the relevant financial and other data collected from these parties before consummating a lease transaction. Such relevant data from potential tenants and guarantors include income statements and balance sheets for current and prior periods, net worth or cash flow of guarantors, and business plans and other data we deem relevant.
Q:		What is an “UPREIT”?
A:		UPREIT stands for “Umbrella Partnership Real Estate Investment Trust.” We use an UPREIT structure because a sale of property directly to a REIT generally is a taxable transaction to the

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		selling property owner. In an UPREIT structure, a seller of a property that desires to defer taxable gain on the sale of its property may transfer the property to the UPREIT in exchange for limited partnership units in the UPREIT and defer taxation of gain until the seller later exchanges its UPREIT units on a one-for-one basis for REIT shares. If the REIT shares are publicly traded, at the time of the exchange of units for shares, the former property owner will achieve liquidity for its investment. Using an UPREIT structure may give us an advantage in acquiring desired properties from persons who may not otherwise sell their properties because of unfavorable tax results.
Q:		Will the distributions I receive be taxable as ordinary income?
A:		Yes and no. Generally, distributions that you receive, including distributions that are reinvested pursuant to our distribution reinvestment plan, will be taxed as ordinary income to the extent they are from current or accumulated earnings and profits. We expect that some portion of your distributions may not be subject to tax in the year received because depreciation expense reduces taxable income but does not reduce cash available for distribution. The portion of your distribution that is not subject to tax immediately is considered a return of capital for tax purposes and will reduce the tax basis of your investment. This, in effect, defers a portion of your tax until your investment is sold or we are liquidated, at which time you will be taxed at capital gains rates. However, because each investor’s tax considerations are different, we suggest that you consult with your tax advisor. You also should review the section of this prospectus entitled “Federal Income Tax Considerations.”
Q:		What will you do with the money raised in this offering before you invest the proceeds in real estate?
A:
		Until we invest the proceeds of this offering in real estate, we may invest in short-term, highly liquid or other authorized investments. Such short-term investments will not earn as high of a return as we expect to earn on our real estate investments, and we may be not be able to invest the proceeds in real estate promptly.
Q:		How does a best efforts offering work?
A:		When shares are offered to the public on a “best efforts” basis, the brokers participating in the offering are only required to use their best efforts to sell the shares and have no firm commitment or obligation to purchase any of the shares. Therefore, we may not sell all or any of the shares that we are offering.
Q:		Who can buy shares?
A:		Generally, you may buy shares pursuant to this prospectus provided that you have either (1) a net worth of at least $45,000 and a gross annual income of at least $45,000, or (2) a net worth of at least $150,000. For this purpose, net worth does not include your home, home furnishings and automobiles. You should carefully read the more detailed description under “Suitability Standards” immediately following the cover page of this prospectus.
Q:		For whom is an investment in our shares recommended?
A:		An investment in our shares may be appropriate for you if you meet the minimum suitability standards mentioned above, seek to diversify your personal portfolio with a finite-life, real estate-based investment, seek to receive current income, seek to preserve capital, wish to obtain the benefits of potential long-term capital appreciation and are able to hold your investment for a time period consistent with our liquidity plans. On the other hand, we caution persons who require immediate liquidity or guaranteed income, or who seek a short-term investment, that an investment in our shares will not meet those needs.
Q:		May I make an investment through my IRA, SEP or other tax-deferred account?
A:		Yes. You may make an investment through your individual retirement account (IRA), a simplified employee pension (SEP) plan or other tax-deferred account. In making these investment decisions,

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		you should consider, at a minimum, (1) whether the investment is in accordance with the documents and instruments governing your IRA, plan or other account, (2) whether the investment satisfies the fiduciary requirements associated with your IRA, plan or other account, (3) whether the investment will generate unrelated business taxable income (UBTI) to your IRA, plan or other account, (4) whether there is sufficient liquidity for such investment under your IRA, plan or other account, (5) the need to value the assets of your IRA, plan or other account annually or more frequently, and (6) whether the investment would constitute a prohibited transaction under applicable law.
Q:		Have you arranged for a custodian for investments made through IRA, SEP or other tax-deferred accounts?
A:		Yes. Sterling Trust Company has agreed to serve as custodian for investments made through IRA, SEP and certain other tax-deferred accounts. Sterling Trust Company has agreed to provide this service to our stockholders with annual maintenance fees charged at a discounted rate.
Q:		Is there any minimum investment required?
A:		Yes. Generally, you must invest at least $2,500. Investors who already own our shares can make additional purchases for less than the minimum investment. You should carefully read the more detailed description of the minimum investment requirements appearing under “Suitability Standards” immediately following the cover page of this prospectus.
Q:		How do I subscribe for shares?
A:		If you choose to purchase shares in this offering, you will need to complete and sign a subscription agreement, like the one contained in this prospectus as Appendix B, for a specific number of shares and pay for the shares at the time you subscribe.
Q:		Who is the transfer agent?
A:		The name, address and telephone number of our transfer agent is as follows:
		Phoenix Transfer, Inc. 2401 Kerner Boulevard San Rafael, California 94901 (866) 341-2653
		To ensure that any account changes are made promptly and accurately, all changes including your address, ownership type and distribution mailing address should be directed to the transfer agent.
Q:		Will I be notified of how my investment is doing?
A:		Yes. We will provide you with periodic updates on the performance of your investment with us, including:
		• following our commencement of distributions to stockholders, four quarterly or 12 monthly distribution reports;
		• three quarterly financial reports;
		• an annual report;
		• an annual Form 1099; and
		• supplements to the prospectus during the offering period.
		We will provide this information to you via one or more of the following methods, in our discretion and with your consent, if necessary:
		• U.S. mail or other courier;
		• facsimile;
		• electronic delivery; and
		• posting on our affiliated website, which is www.colecapital.com.

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Q:		When will I get my detailed tax information?
A:		Your Form 1099 tax information will be placed in the mail by January 31 of each year.
Q:		Who can help answer my questions?
A:		If you have more questions about the offering or if you would like additional copies of this prospectus, you should contact your registered representative or contact:

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	We have no prior operating history or established financing sources, and the prior performance of real estate investment programs sponsored by affiliates of our advisor may not be an indication of our future results.

	•	identify and acquire investments that further our investment strategies;
	•	increase awareness of the Cole Credit Property Trust II, Inc. name within the investment products market;
	•	expand and maintain our network of licensed securities brokers and other agents;
	•	attract, integrate, motivate and retain qualified personnel to manage our day-to-day operations;
	•	respond to competition for our targeted real estate properties and other investments as well as for potential investors; and
	•	continue to build and expand our operations structure to support our business.

	Because this is a blind pool offering, you will not have the opportunity to evaluate our investments before we make them, which makes an investment in us more speculative.

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	There is no public trading market for our shares and there may never be one; therefore, it will be difficult for you to sell your shares.

	If we, through Cole Advisors II, are unable to find suitable investments, then we may not be able to achieve our investment objectives or pay distributions.

	We may suffer from delays in locating suitable investments, which could adversely affect our ability to make distributions and the value of your investment.

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	If we are unable to raise substantial funds, we will be limited in the number and type of investments we may make, the value of your investment in us will fluctuate with the performance of the specific properties we acquire.

	If our advisor loses or is unable to obtain key personnel, our ability to implement our investment strategies could be delayed or hindered, which could adversely affect our ability to make distributions and the value of your investment.

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	Our rights and the rights of our stockholders to recover claims against our officers, directors and our advisor are limited, which could reduce your and our recovery against them if they cause us to incur losses.

	Cole Advisors II will face conflicts of interest relating to the purchase and leasing of properties, and such conflicts may not be resolved in our favor, which could adversely affect our investment opportunities.

	Cole Advisors II will face conflicts of interest relating to joint ventures, which could result in a disproportionate benefit to the other venture partners at our expense.

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	We may participate in Tenant-in-Common Programs with affiliates of our advisor that will not be the result of arm’s-length negotiations and will result in conflicts of interest.

	Cole Advisors II and its officers and employees and certain of our key personnel will face competing demands relating to their time, and this may cause our operating results to suffer.

	Our officers and some of our directors face conflicts of interest related to the positions they hold with affiliated entities, which could hinder our ability to successfully implement our business strategy and to generate returns to you.

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	Cole Advisors II will face conflicts of interest relating to the incentive fee structure under our advisory agreement, which could result in actions that are not necessarily in the long-term best interests of our stockholders.

	There is no separate counsel for us and our affiliates, which could result in conflicts of interest.

	The limit on the number of shares a person may own may discourage a takeover that could otherwise result in a premium price to our stockholders.

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	Our charter permits our board of directors to issue stock with terms that may subordinate the rights of common stockholders or discourage a third party from acquiring us in a manner that might result in a premium price to our stockholders.

	Maryland law prohibits certain business combinations, which may make it more difficult for us to be acquired.

	•	any person who beneficially owns 10.0% or more of the voting power of the corporation’s shares; or
	•	an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10.0% or more of the voting power of the then outstanding voting stock of the corporation.

	•	80.0% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and
	•	two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.

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	If we are required to register as an investment company under the Investment Company Act, we could not continue our business, which may significantly reduce the value of your investment.

	•	limitations on capital structure;
	•	restrictions on specified investments;
	•	prohibitions on transactions with affiliates; and
	•	compliance with reporting, record keeping, voting, proxy disclosure and other rules and regulations that would significantly change our operations.

	You are bound by the majority vote on matters on which you are entitled to vote, and therefore, your vote on a particular matter may be superceded by the vote of others.

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	If you do not agree with the decisions of our board of directors, you only have limited control over changes in our policies and operations and may not be able to change such policies and operations.

	•	the election or removal of directors;
	•	any amendment of our charter (including a change in our investment objectives), except that our board of directors may amend our charter without stockholder approval, to increase or decrease the aggregate number of our shares, to increase or decrease the number of our shares of any class or series that we have the authority to issue, or to classify or reclassify any unissued shares by setting or changing the preferences, conversion or other rights, restrictions, limitations as to distributions, qualifications or terms and conditions of redemption of such shares, provided however, that any such amendment does not adversely affect the rights, preferences and privileges of the stockholders;
	•	our liquidation or dissolution; and
	•	any merger, consolidation or sale or other disposition of substantially all of our assets.

	You are limited in your ability to sell your shares pursuant to our share redemption program and may have to hold your shares for an indefinite period of time.

	We established the offering price on an arbitrary basis; as a result, the actual value of your investment may be substantially less than what you pay.

	Because the dealer manager is one of our affiliates, you will not have the benefit of an independent review of the prospectus or us customarily performed in underwritten offerings.

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	Your interest in Cole REIT II will be diluted if we issue additional shares.

	Payment of fees to Cole Advisors II and its affiliates will reduce cash available for investment and distribution.

	We may be unable to pay or maintain cash distributions or increase distributions over time.

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	If we are unable to obtain funding for future capital needs, cash distributions to our stockholders and the value of our investments could decline.

	Our operating results will be affected by economic and regulatory changes that have an adverse impact on the real estate market in general, and we cannot assure you that we will be profitable or that we will realize growth in the value of our real estate properties.

	•	changes in general economic or local conditions;
	•	changes in supply of or demand for similar or competing properties in an area;
	•	changes in interest rates and availability of permanent mortgage funds that may render the sale of a property difficult or unattractive;
	•	changes in tax, real estate, environmental and zoning laws; and
	•	periods of high interest rates and tight money supply.

	Most of our retail properties will depend upon a single tenant for all of their rental income, and our financial condition and ability to make distributions may be adversely affected by the bankruptcy or insolvency, a downturn in the business, or a lease termination of a single tenant.

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	If a tenant declares bankruptcy, we may be unable to collect balances due under relevant leases.

	If a sale-leaseback transaction is re-characterized, our financial condition could be adversely affected.

	Properties that have vacancies for a significant period of time could be difficult to sell, which could diminish the return on your investment.

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	We may obtain only limited warranties when we purchase a property.

	We may be unable to secure funds for future tenant improvements, which could adversely impact our ability to pay cash distributions to our stockholders.

	Our inability to sell a property when we desire to do so could adversely impact our ability to pay cash distributions to you.

	We may not be able to sell our properties at a price equal to, or greater than, the price for which we purchased such property, which may lead to a decrease in the value of our assets.

	We may acquire or finance properties with lock-out provisions, which may prohibit us from selling a property, or may require us to maintain specified debt levels for a period of years on some properties.

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	Rising expenses could reduce cash flow and funds available for future acquisitions.

	Adverse economic conditions will negatively affect our returns and profitability.

	•	poor economic times may result in tenant defaults under leases;
	•	re-leasing may require concessions or reduced rental rates under the new leases; and
	•	increased insurance premiums, resulting in part from the increased risk of terrorism, may reduce funds available for distribution or, to the extent such increases are passed through to tenants, may lead to tenant defaults. Increased insurance premiums may make it difficult to increase rents to tenants on turnover, which may adversely affect our ability to increase our returns.

	If we suffer losses that are not covered by insurance or that are in excess of insurance coverage, we could lose invested capital and anticipated profits.

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	Terrorist attacks, such as the attacks that occurred in New York and Washington, D.C. on September 11, 2001, and other acts of violence or war may affect the markets in which we operate, our operations and our profitability.

	Real estate related taxes may increase and if these increases are not passed on to tenants, our income will be reduced.

	Revenue from our properties depends on the amount of our tenants’ retail revenue, making us vulnerable to general economic downturns and other conditions affecting the retail industry.

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	CC&Rs may restrict our ability to operate a property.

	Our operating results may be negatively affected by potential development and construction delays and resultant increased costs and risks.

	If we contract with an affiliated development company for newly developed property, we cannot guarantee that our earnest money deposit made to the development company will be fully refunded.

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	•	our development company affiliate fails to develop the property;
	•	all or a specified portion of the pre-leased tenants fail to take possession under their leases for any reason; or
	•	we are unable to raise sufficient proceeds from our offering to pay the purchase price at closing.

	Competition with third parties in acquiring properties and other investments may reduce our profitability and the return on your investment.

	Our properties will face competition that may affect tenants’ ability to pay rent and the amount of rent paid to us may affect the cash available for distributions and the amount of distributions.

	Delays in acquisitions of properties may an have adverse effect on your investment.

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	Costs of complying with governmental laws and regulations, including those relating to environmental matters, may adversely affect our income and the cash available for any distributions.

	If we sell properties by providing financing to purchasers, defaults by the purchasers would adversely affect our cash flows.

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	Our recovery of an investment in a mortgage that has defaulted may be limited.

	Our costs associated with complying with the Americans with Disabilities Act may affect cash available for distributions.

	We may incur mortgage indebtedness and other borrowings, which may increase our business risks.

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	High mortgage rates may make it difficult for us to finance or refinance properties, which could reduce the number of properties we can acquire and the amount of cash distributions we can make.

	Lenders may require us to enter into restrictive covenants relating to our operations, which could limit our ability to make distributions to our stockholders.

	Increases in interest rates could increase the amount of our debt payments and adversely affect our ability to pay distributions to our stockholders.

	We have broad authority to incur debt, and high debt levels could hinder our ability to make distributions and could decrease the value of your investment.

	We anticipate that during the term of this offering we will request that our independent directors approve our ability to incur debt greater than the debt limit discussed above.

	We may have increased exposure to liabilities from litigation as a result of our participation in a Tenant-in-Common Program.

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	We may be subject to risks associated with Tenant-in-Common Programs inherent in ownership of co-tenancy interests with non-affiliated third parties.

	We will be subject to risks associated with the co-tenants in our co-tenancy arrangements that otherwise may not be present in other real estate investments.

	•	the risk that a co-tenant may at any time have economic or business interests or goals that are or become inconsistent with our business interests or goals;
	•	the risk that a co-tenant may be in a position to take action contrary to our instructions or requests or contrary to our policies or objectives;
	•	the possibility that an individual co-tenant might become insolvent or bankrupt, or otherwise default under the applicable mortgage loan financing documents, which may constitute an event of default under all of the applicable mortgage loan financing documents or allow the bankruptcy court to reject the tenants-in-common agreement or management agreement entered into by the co-tenants owning interests in the property;

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	•	the possibility that a co-tenant might not have adequate liquid assets to make cash advances that may be required in order to fund operations, maintenance and other expenses related to the property, which could result in the loss of current or prospective tenants and may otherwise adversely affect the operation and maintenance of the property, and could cause a default under the mortgage loan financing documents applicable to the property and may result in late charges, penalties and interest, and may lead to the exercise of foreclosure and other remedies by the lender;
	•	the risk that a co-tenant could breach agreements related to the property, which may cause a default under, or result in personal liability for, the applicable mortgage loan financing documents, violate applicable securities law and otherwise adversely affect the property and the co-tenancy arrangement; or
	•	the risk that a default by any co-tenant would constitute a default under the applicable mortgage loan financing documents that could result in a foreclosure and the loss of all or a substantial portion of the investment made by the co-tenants.

	Failure to qualify as a REIT would adversely affect our operations and our ability to make distributions.

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	Recharacterization of the Tenant-in-Common Programs may result in a 100% tax on income from a prohibited transaction, which would diminish our cash distributions to you.

	Recharacterization of sale-leaseback transactions may cause us to lose our REIT status.

	You may have tax liability on distributions you elect to reinvest in our common stock.

	In certain circumstances, we may be subject to federal and state income taxes as a REIT, which would reduce our cash available for distribution to you.

	Legislative or regulatory action could adversely affect investors.

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	Foreign purchasers of our common stock may be subject to FIRPTA tax upon the sale of their shares.

	There are special considerations that apply to pension or profit-sharing trusts or IRAs investing in

	•	your investment is consistent with your fiduciary obligations under ERISA and the Internal Revenue Code;
	•	your investment is made in accordance with the documents and instruments governing your plan or IRA, including your plan’s investment policy;
	•	your investment satisfies the prudence and diversification requirements of ERISA;
	•	your investment will not impair the liquidity of the plan or IRA;
	•	your investment will not produce UBTI for the plan or IRA;
	•	you will be able to value the assets of the plan annually in accordance with ERISA requirements; and
	•	your investment will not constitute a prohibited transaction under Section 406 of ERISA or Section 4975 of the Internal Revenue Code.

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			Minimum Offering								Maximum Offering
			Amount(1)				Percent				Amount(2)				Percent
Gross Offering Proceeds			$	2,500,000				100.0	%		$	495,750,000				100.0	%
Less Public Offering Expenses:
	Selling Commissions and Dealer Manager Fee(3)			212,500				8.5	%			38,250,000				7.7	%
	Organization and Offering Expenses(4)			37,500				1.5	%			7,436,250				1.5	%
Amount Available for Investment(5)			$	2,250,000				90.0	%		$	450,063,750				90.8	%
Acquisition and Development:
	Acquisition and Advisory Fees(6)			43,902				1.8	%			8,781,732				1.8	%
	Acquisition Expenses(7)			10,976				0.4	%			2,195,433				0.4	%
	Initial Working Capital Reserve(8)			0				0	%			0				0	%
Amount Invested in Properties(9)			$	2,195,122				87.8	%		$	439,086,585				88.6	%

(1)	Assumes the minimum offering of 250,000 shares are sold in this offering.
(2)	Assumes the maximum offering is sold, which includes 45,000,000 shares offered to the public at $10.00 per share and 5,000,000 shares offered pursuant to our distribution reinvestment plan at $9.15 per share.
(3)	Includes selling commissions equal to 7.0% of aggregate gross offering proceeds, which commissions may be reduced under certain circumstances, and a dealer manager fee equal to 1.5% of aggregate gross offering proceeds, both of which are payable to the dealer manager, an affiliate of our advisor. The dealer manager, in its sole discretion, may reallow selling commissions of up to 7.0% of gross offering proceeds to other broker-dealers participating in this offering attributable to the units sold by them and may reallow its dealer manager fee up to 1.5% of gross offering proceeds in marketing fees and due diligence expenses to broker-dealers participating in this offering based on such factors including the participating broker-dealer’s level of marketing support, level of due diligence review and success of its sales efforts, each as compared to those of the other participating broker-dealers. Additionally, we will not pay a selling commission or a dealer manager fee on shares purchased pursuant to our distribution reinvestment plan. The amount of selling commissions may be reduced under certain circumstances for volume discounts. See the “Plan of Distribution” section of this prospectus for a description of such provisions.
(4)	Organization and offering expenses consist of reimbursement of actual legal, accounting, printing and other accountable offering expenses, including amounts to reimburse Cole Advisors II, our advisor, for marketing, salaries and direct expenses of its employees while engaged in registering and marketing the shares and other marketing and organization costs, other than selling commissions and the dealer manager fee. Cole Advisors II and its affiliates will be responsible for the payment of organization and offering expenses, other than selling commissions and the dealer manager fee, to the extent they exceed 1.5% of gross offering proceeds without recourse against or reimbursement by us. We currently estimate that approximately $7,436,250 of organization and offering costs will be incurred if the maximum offering of 50,000,000 (approximately $495,750,000) shares is sold.
(5)	Until required in connection with the acquisition and development of properties, substantially all of the net proceeds of the offering and, thereafter, any working capital reserves we may have may be invested in short-term, highly-liquid investments including government obligations, bank certificates of deposit, short-term debt obligations and interest-bearing accounts.
(6)	Acquisition and advisory fees are defined generally as fees and commissions paid by any party to any person in connection with identifying, reviewing, evaluating, investing in and the purchase, development or construction of

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properties. We will pay our advisor, acquisition and advisory fees up to a maximum amount of 2.0% of the contract purchase price of each property acquired, which for purposes of this table we have assumed is an aggregate amount equal to our estimated amount invested in properties. Acquisition and advisory fees do not include acquisition expenses. For purposes of this table, we have assumed that no financing is used to acquire properties or other real estate assets.

(7)	Acquisition expenses include legal fees and expenses, travel expenses, costs of appraisals, nonrefundable option payments on property not acquired, accounting fees and expenses, title insurance premiums and other closing costs and miscellaneous expenses relating to the selection, acquisition and development of real estate properties. For purposes of this table, we have assumed expenses of 0.5% of average invested assets, which for purposes of this table we have assumed is our estimated amount invested in properties; however, expenses on a particular acquisition may be higher. Notwithstanding the foregoing, pursuant to our charter, the total of all acquisition expenses and acquisition fees payable with respect to a particular property or investment shall be reasonable, and shall not exceed an amount equal to 6% of the contract price of the property, or in the case of a mortgage loan 6% of the funds allowed.
(8)	Working capital reserves typically are utilized for extraordinary expenses that are not covered by revenue generation of the property, such as tenant improvements, leasing commissions and major capital expenditures. Alternatively, a lender may require its own formula for escrow of working capital reserves. We do not expect to maintain working capital reserves.
(9)	Includes amounts anticipated to be invested in properties net of fees and expenses.

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	•	the amount of the fees paid to Cole Advisors II in relation to the size, composition and performance of our investments;
	•	the success of Cole Advisors II in generating appropriate investment opportunities;
	•	rates charged to other REITs, especially REITs of similar structure, and other investors by advisors performing similar services;
	•	additional revenues realized by Cole Advisors II and its affiliates through their relationship with us, whether we pay them or they are paid by others with whom we do business;
	•	the quality and extent of service and advice furnished by Cole Advisors II and the performance of our investment portfolio; and
	•	the quality of our portfolio relative to the investments generated by Cole Advisors II or its affiliates for its other clients.

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Name		Age				Position(s)
Christopher H. Cole			52			Chairman of the Board of Directors, Chief Executive Officer and President
Blair D. Koblenz			47			Executive Vice President and Chief Financial Officer
John M. Pons			41			Secretary
Marcus E. Bromley			55			Director
Elizabeth L. Watson			45			Director

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	•	the assumption by the successor corporation of the options granted or the replacement of the options with options exercisable into the stock of the successor corporation, or a parent or subsidiary of such corporation, with appropriate adjustments as to the number and kind of shares and exercise prices;
	•	the continuance of the plan and the options by such successor corporation under the original terms; and/or

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	•	the payment in cash or shares of our common stock in lieu of and in complete satisfaction of such options.

	•	accelerate the vesting and/or exercisability of the non-assumed option;
	•	unilaterally cancel any such non-assumed option that has not vested and/or that has not become exercisable;
	•	unilaterally cancel such non-assumed option in exchange for:

	+	whole and/or fractional shares (or for whole shares and cash in lieu of any fractional share) that, in the aggregate, are equal in value to the gain that could be realized by the award recipient upon the exercise of such option (taking into account vesting and/or exercisability of such option); or
	+	cash or other property equal in value to the gain that could be realized upon the exercise of such option (taking into account vesting and/or exercisability of such option);

	•	unilaterally cancel such non-assumed option after providing the holder of such option with (1) an opportunity to exercise such non-assumed option to the extent vested within a specified period prior to the date of the change of control, and (2) notice of such opportunity to exercise prior to the commencement of such specified period; and/or
	•	unilaterally cancel such non-assumed option if there would be no gain realized upon the immediate exercise price of such option (taking into account vesting).

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	•	an act or omission of the director or officer was material to the cause of action adjudicated in the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty;

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	•	the director or officer actually received an improper personal benefit in money, property or services;
	•	with respect to any criminal proceeding, the director or officer had reasonable cause to believe his act or omission was unlawful; or
	•	in a proceeding by us or on our behalf, the director or officer was adjudged to be liable to us (although a court may order indemnification for expenses relating to an adverse judgment in a suit by or in the right of the corporation or a judgment of liability on the basis that personal benefit was improperly received).

	•	the directors, the officers, the employees, the agents, Cole Advisors II or our affiliates have determined, in good faith, that the course of conduct that caused the loss or liability was in our best interests;
	•	the directors, the officers, the employees, the agents, Cole Advisors II or our affiliates were acting on our behalf or performing services for us;
	•	in the case of non-independent directors, Cole Advisors II or our affiliates, the liability or loss was not the result of negligence or misconduct by the party seeking indemnification;
	•	in the case of independent directors, the liability or loss was not the result of gross negligence or willful misconduct by the party seeking indemnification; and
	•	the indemnification or agreement to hold harmless is recoverable only out of our net assets and not from the stockholders.

	•	there has been a successful adjudication on the merits of each count involving alleged securities law violations;

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	•	such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction; 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 Securities and Exchange Commission and of the published position of any state securities regulatory authority in which our securities were offered as to indemnification for violations of securities laws.

	•	approves the settlement and finds that indemnification of the settlement and related costs should be made; or
	•	dismisses the lawsuit with prejudice or there is a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and a court approves the indemnification.

Name		Age				Position(s)
Christopher H. Cole			52			Chief Executive Officer and President
Blair D. Koblenz			47			Executive Vice President and Chief Financial Officer
Christopher P. Robertson			38			Vice President, Acquisitions
John M. Pons			41			Vice President, Secretary and Counsel
D. Kirk McAllaster, Jr.			38			Director of Finance and Compliance
Sean D. Leahy			34			Director of Portfolio Management
John H. Lotka			55			Director of Marketing

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	•	find, evaluate, present and recommend to us investment opportunities consistent with our investment policies and objectives;
	•	serve as our investment and financial advisor and provide research and economic and statistical data in connection with our assets and our investment policies;

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	•	provide the daily management and perform and supervise the various administrative functions reasonably necessary for our management and operations;
	•	investigate, select, and, on our behalf, engage and conduct business with such third parties as the advisor deems necessary to the proper performance of its obligations under the advisory agreement;
	•	consult with our officers and board of directors and assist the board of directors in the formulating and implementing of our financial policies;
	•	structure and negotiate the terms and conditions of our real estate acquisitions, sales or joint ventures;
	•	review and analyze each property’s operating and capital budget;
	•	acquire properties and make investments on our behalf in compliance with our investment objectives and policies;
	•	arrange, structure and negotiate financing and refinancing of properties;
	•	enter into leases of property and service contracts for assets and, to the extent necessary, perform all other operational functions for the maintenance and administration of such assets, including the servicing of mortgages; and
	•	prepare and review on our behalf, with the participation of one designated principal executive officer and principal financial officer, all reports and returns required by the Securities and Exchange Commission, Internal Revenue Service and other state or federal governmental agencies.

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	Property Manager

	Dealer Manager

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Name		Age				Position(s)
Blair D. Koblenz			47			President and Secretary
Christopher H. Cole			52			Executive Vice President and Treasurer
Richard M. Arnitz			40			Senior Vice President
Jonathan T. Albro			42			Senior Vice President

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				Estimated Amount for
				Minimum Offering/
Type of Compensation(1)		Determination of Amount		Maximum Offering(2)
		Offering Stage
Selling Commissions — Cole Capital Corporation(3)		We will pay to Cole Capital Corporation 7.0% of the gross offering proceeds before reallowance of commissions earned by participating broker-dealers, except that no selling commission is payable on shares sold under our distribution reinvestment plan. Cole Capital Corporation, our dealer manager, will reallow 100.0% of commissions earned to participating broker-dealers.			$175,000/$31,500,000
Dealer Manager Fee — Cole Capital Corporation(3)		We will pay to Cole Capital Corporation 1.5% of the gross offering proceeds before reallowance to participating broker-dealers, except that no dealer manager fee is payable on shares sold under our distribution reinvestment plan. Cole Capital Corporation will reallow a portion of its dealer manager fee to participating broker-dealers. See “Plan of Distribution.”			$37,500/$6,750,000
Reimbursement of Other Organization and Offering Expenses — Cole Advisors II(4)		We will reimburse Cole Advisors II up to 1.5% of our gross offering proceeds. Cole Advisors II will incur or pay our organization and offering expenses (excluding selling commissions and the dealer manager fee). We will then reimburse Cole Advisors II for these amounts up to 1.5% of aggregate gross offering proceeds.			$37,500/$7,436,250
		Acquisition and Operational Stage
Acquisition and Advisory Fees — Cole Advisors II(5)(6)		We will pay to Cole Advisors II a 2.0% of the contract purchase price of each property or asset.			$43,902/$8,781,732
Acquisition Expenses — Cole Advisors II		We will reimburse our advisor for acquisition expenses incurred in the process of acquiring property. We expect these expenses to be approximately 0.5% of the purchase price of each property. In no event will the total of all fees and acquisition expenses payable with respect to a particular property or investment exceed 6% of the contract purchase price.		Actual amounts are dependent upon the expenses incurred in acquiring a property or asset, and therefore, cannot be determined at this time.

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				Estimated Amount for
				Minimum Offering/
Type of Compensation(1)		Determination of Amount		Maximum Offering(2)
Asset Management Fee — Cole Advisors II(7)(8)		We will pay to Cole Advisors II a monthly fee equal to 0.02083%, which is one-twelfth of 0.25%, of the aggregate asset value.		Actual amounts are dependent upon the aggregate asset value of our properties and, therefore, cannot be determined at the present time. Because the fee is based on a fixed percentage of aggregate asset value there is no limit on the aggregate amount of these fees.
Property Management Fees — Fund Realty Advisors(8)		We will pay to Fund Realty Advisors up to 2.0% of the gross revenues from the properties plus reimbursement of Fund Realty Advisors’ costs of managing the properties.		Actual amounts are dependent upon the gross revenues from properties and, therefore, cannot be determined at the present time. Because the fee is based on a fixed percentage of the gross revenue and/or market rates, there is no limit on the aggregate amount of these fees.
Leasing Commissions — Fund Realty Advisors(8)		We will pay to Fund Realty Advisors prevailing market rates. Fund Realty Advisors may also receive a fee for the initial listing of newly constructed properties, which generally would equal one month’s rent.		Actual amounts are dependent upon prevailing market rates in the geographic regions in which we acquire property and, therefore, cannot be determined at the present time. There is no limit on the aggregate amount of these commissions.
Financing Coordination Fee — Cole Advisors II(6)		For services in connection with the origination or refinancing of any debt financing obtained that we use to acquire properties or to make other permitted investments, we will pay our advisor a financing coordination fee equal to 1.0% of the amount available under such financing; provided, however, that our advisor will not be entitled to a financing coordination fee in connection with the refinancing of any loan secured by any particular property that was previously subject to a refinancing in which our advisor received such a fee. Financing coordination fees payable from loan proceeds from permanent financing will be paid to our advisor as we acquire such permanent financing. However, no acquisition fees will be paid on the investments of loan proceeds from any line of credit until such time as we have invested all net offering proceeds.		Actual amounts are dependent on the amount of any debt financing or refinancing and, therefore, cannot be determined at the present time. Because the fee is based on a fixed percentage of any debt financing, there is no limit on the aggregate amount of these fees.

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				Estimated Amount for
				Minimum Offering/
Type of Compensation(1)		Determination of Amount		Maximum Offering(2)
Operating Expenses — Cole Advisors II(9)		We will reimburse the expenses incurred by Cole Advisors II in connection with its provision of administrative services, including related personnel costs, subject to the limitation that we will not reimburse our advisor for any amount by which the operating expenses (including the asset management fee) at the end of the four preceding fiscal quarters exceeds the greater of (i) 2% of average invested assets, or (ii) 25% of net income other than any additions to reserves for depreciation, bad debt or other similar non-cash reserves and excluding any gain from the sale of assets for that period.		Actual amounts are dependent upon the expenses incurred and, therefore, cannot be determined at the present time.
		Liquidation/ Listing Stage
Real Estate Commissions — Cole Advisors II or its Affiliates(10)		For substantial assistance in connection with the sale of properties, we will pay our advisor or its affiliates an amount equal to up to one-half of the brokerage commission paid on the sale of property, not to exceed 2.0% of the contract price of each property sold; provided, however, in no event may the real estate commissions paid to our advisor, its affiliates and unaffiliated third parties exceed 6.0% of the contract sales price.		Actual amounts are dependent upon the contract price of properties sold and, therefore, cannot be determined at the present time. Because the commission is based on a fixed percentage of the contract price for a sold property, there is no limit on the aggregate amount of these commissions.
Subordinated Participation in Net Sale Proceeds — Cole Advisors II(11)		After investors have received a return of their net capital invested and an 8.0% annual cumulative, non- compounded return, then Cole Advisors II is entitled to receive 10.0% of remaining net sale proceeds. We cannot assure you that we will provide this 8.0% return, which we have disclosed solely as a measure for our advisor’s incentive compensation.		Actual amounts are dependent upon results of operations and, therefore, cannot be determined at the present time. There is no limit on the aggregate amount of these payments.
Subordinated Incentive Listing Fee — Cole Advisors II(11)(12)		Upon listing our common stock on a national securities exchange or for quotation on The Nasdaq National Market, our advisor is entitled to a fee equal to 10.0% of the amount, if any, by which (1) the market value of our outstanding stock plus distributions paid by us prior to listing, exceeds (2) the sum of the total amount of capital raised from investors and the amount of cash flow necessary to generate an 8.0% annual cumulative, non- compounded return to investors. We have no intent to list our shares at this time. We cannot assure you that we will provide this 8.0% return, which we have disclosed solely as a measure for our advisor’s incentive compensation.		Actual amounts are dependent upon total equity and debt capital we raise and results of operations and, therefore, cannot be determined at the present time. There is no limit on the aggregate amount of this fee.

	(1)	We will pay all fees, commissions and expenses in cash, other than the subordinated participation in net sales proceeds and incentive listing fees with respect to which we may pay to Cole Advisors II in cash, common stock, a promissory note or any combination of the foregoing, as we may determine in our discretion.

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	(2)	The estimated maximum dollar amounts are based on the sale of a maximum of 45,000,000 shares to the public at $10.00 per share and the sale of 5,000,000 shares at $9.15 per share pursuant to our distribution reinvestment plan.
	(3)	Selling commissions and, in some cases, the dealer manager fee, will not be charged with regard to shares sold to or for the account of certain categories of purchasers. See “Plan of Distribution”. Selling commissions and the dealer manager fee will not be charged with regard to shares purchased pursuant to our distribution reinvestment plan.
	(4)	These organization and offering expenses include all expenses (other than selling commissions and the dealer manager fee) to be paid by us in connection with the offering, including our legal, accounting, printing, mailing and filing fees, charges of our escrow holder, due diligence expense reimbursements to participating broker-dealers and amounts to reimburse Cole Advisors II for its portion of the salaries of the employees of its affiliates who provide services to our advisor and other costs in connection with preparing supplemental sales materials, holding educational conferences and attending retail seminars conducted by broker-dealers. Our advisor will be responsible for the payment of all such organization and offering expenses to the extent such expenses exceed 1.5% of the aggregate gross proceeds of this offering.
	(5)	This estimate assumes the amount of proceeds available for investment is equal to the gross offering proceeds less the public offering expenses, and we have assumed that no financing is used to acquire properties or other real estate assets. Our charter limits our ability to purchase property if the total of all acquisition fees and expenses relating to the purchase exceeds 6.0% of the contract purchase price unless a majority of our directors (including a majority of our independent directors) not otherwise interested in the transaction approve fees and expenses in excess of this limit and determine the transaction to be commercially competitive, fair and reasonable to us.
	(6)	Included in the computation of such fees will be any real estate commission, acquisition and advisory fee, development fee, construction fee, non-recurring management fee, loan fees, financing coordination fees or points or any fee of a similar nature.
	(7)	Aggregate asset value will be equal to the aggregate value of our assets (other than investments in bank accounts, money markets funds or other current assets) at cost before deducting depreciation, bad debts or other similar non-cash reserves and without reduction for any debt relating to such assets at the date of measurement, except that during such periods in which our board of directors is determining on a regular basis the current value of our net assets for purposes of enabling fiduciaries of employee benefit plans stockholders to comply with applicable Department of Labor reporting requirements, aggregate asset value is the greater of (i) the amount determined pursuant to the foregoing or (ii) our assets’ aggregate valuation most recently established by our board without reduction for depreciation, bad debts or other similar non-cash reserves and without reduction for any debt secured by or relating to such assets.
	(8)	The property management and leasing fees payable to Fund Realty Advisors are subject to the limitation that the aggregate of all property management and leasing fees paid to Fund Realty Advisors and its affiliates plus all payments to third parties for property management and leasing services may not exceed the amount that other non-affiliated property management and leasing companies generally charge for similar services in the same geographic location. Additionally, all property management and leasing fees, including both those paid to Fund Realty Advisors and third parties, are subject to the limit on total operating expenses as described in footnote (5). Fund Realty Advisors may subcontract its duties for a fee that may be less than the fee provided for in our property management agreement with Fund Realty Advisors.
	(9)	We may reimburse our advisor in excess of that limit in the event that a majority of our independent directors determine, based on unusual and non-recurring factors, that a higher level of expense is justified. In such an event, we will send notice to each of our stockholders within 60 days after the end of the fiscal quarter for which such determination was made, along with an explanation of the factors our independent directors considered in making such determination. We will not reimburse our advisor for personnel costs in connection with services for which the advisor receives acquisition fees or real estate commissions.
		We lease our office space from an affiliate of our advisor and share the space with other Cole-related entities. The amount we will pay under the lease will be determined on a monthly basis based upon on the allocation of the overall lease cost to the approximate percentage of time, size of the area that we utilize and other resources allocated to us.

(10)	Although we are most likely to pay real estate commissions to Cole Advisors II or an affiliate in the event of our liquidation, these fees may also be earned during our operational stage.
(11)	Upon termination of the advisory agreement, Cole Advisors II may be entitled to a similar performance fee if Cole Advisors II would have been entitled to a subordinated participation in net sale proceeds had the portfolio been liquidated (based on an independent appraised value of the portfolio) on the date of termination. Under our charter, we could not increase these success-based fees without the approval of a majority of our independent directors, and any increase in the subordinated participation in net sale proceeds would have to be reasonable. Our charter provides that such incentive fee is “presumptively reasonable” if it does not exceed 10.0% of the balance of such net proceeds remaining after investors have received a return of their net capital contributions and an 8.0% per year cumulative, non-compounded return.
	Cole Advisors II cannot earn both the subordinated participation in net sale proceeds and the subordinated incentive listing fee either of which may be, at our discretion, paid in the form of cash, shares of our common stock, a promissory note, or any combination of the foregoing. If shares are used for payment, we do not anticipate that they will be registered under the Securities Act and therefore, will be subject to restrictions on transferability. Any portion of the subordinated participation in net sale proceeds that Cole Advisors II receives prior to our listing will offset the amount otherwise due pursuant to the subordinated incentive listing fee.

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(12)

If at any time the shares become listed on a national securities exchange or included for quotation on The Nasdaq National Market, we will negotiate in good faith with Cole Advisors II a fee structure appropriate for an entity with a perpetual life. Our independent directors must approve the new fee structure negotiated with Cole Advisors II. The market value of our outstanding stock will be calculated based on the average market value of the shares issued and outstanding at listing over the 30 trading days beginning 180 days after the shares are first listed or included for quotation. We have the option to pay the subordinated incentive listing fee in the form of stock, cash, a promissory note or any combination thereof. In the event the subordinated incentive listing fee is earned by Cole Advisors II as a result of the listing of the shares, any previous payments of the subordinated participation in net sale proceeds will offset the amounts due pursuant to the subordinated incentive listing fee, and we will not be required to pay Cole Advisors II any further subordinated participation in net sale proceeds.

	•	the size of the advisory fee in relation to the size, composition and profitability of our portfolio;
	•	the success of Cole Advisors II in generating opportunities that meet our investment objectives;
	•	the rates charged to other REITs, especially similarly structured REITs, and to investors other than REITs by advisors performing similar services;
	•	additional revenues realized by Cole Advisors II through its relationship with us;
	•	the quality and extent of service and advice furnished by Cole Advisors II;
	•	the performance of our investment portfolio, including income, conservation or appreciation of capital, frequency of problem investments and competence in dealing with distress situations; and
	•	the quality of our portfolio in relationship to the investments generated by Cole Advisors II for the account of other clients.

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		Common Stock
		Beneficially Owned(2)
		Number of Shares				Percentage
Name of Beneficial Owner(1)		of Common Stock				of Class
Cole Holdings Corporation			20,000				100.0%
Christopher H. Cole, Chairman of the Board of Directors, Chief Executive Officer and President(3)			20,000				100.0%
Blair D. Koblenz, Executive Vice President and Chief Financial Officer			—				—
John M. Pons, Vice President, Secretary and Counsel			—				—
Marcus E. Bromley, Director			—				—
Elizabeth L. Watson, Director			—				—
All directors and executive officers as a group (five persons)(3)			20,000				100.0%

(1)	Address of each beneficial owner listed is 2555 East Camelback Road, Suite 400, Phoenix, Arizona 85016.
(2)	For purposes of calculating the percentage beneficially owned, the number of shares of common stock deemed outstanding includes (a) 20,000 shares outstanding as of the date of this prospectus, and (b) shares issuable pursuant to options held by the respective person or group that may be exercised within 60 days following the date of this prospectus. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission that deem shares to be beneficially owned by any person or group who has or shares voting and investment power with respect to such shares.
(3)	Includes 20,000 shares owned by Cole Holdings Corporation. Mr. Cole is the sole stockholder of Cole Holdings Corporation and controls the voting and disposition decisions of Cole Holdings Corporation.

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	•	We will not purchase or lease properties in which Cole Advisors II, any of our directors or any of their respective affiliates has an interest without a determination by a majority of the directors, including a majority of the independent directors, not otherwise interested in such transaction that such transaction is fair and reasonable to us and at a price to us no greater than the cost of the property to the seller or lessor unless there is substantial justification for any amount that exceeds such cost and such excess amount is determined to be reasonable. In no event will we acquire any such property at an amount in excess of its appraised value. We will not sell or lease properties to Cole Advisors II, any of our directors or any of their respective affiliates unless a majority of the directors, including a majority of the independent directors not otherwise interested in the transaction, determines that the transaction is fair and reasonable to us.
	•	We will not make any loans to Cole Advisors II, any of our directors or any of their respective affiliates, except that we may make or invest in mortgage loans involving Cole Advisors II, our directors or their respective affiliates, provided that an appraisal of the underlying property is obtained from an independent appraiser and the transaction is approved as fair and reasonable to us and on terms no less favorable to us than those available from third parties. In addition, Cole Advisors II, any of our directors and any of their respective affiliates will not make loans to us or to joint ventures in which we are a joint venture partner unless approved by a majority of the directors, including a majority of the independent directors not otherwise interested in the transaction as fair, competitive and commercially reasonable, and no less favorable to us than comparable loans between unaffiliated parties.
	•	Cole Advisors II and its affiliates will be entitled to reimbursement, at cost, for actual expenses incurred by them on behalf of us or joint ventures in which we are a joint venture partner; provided, however, Cole Advisors II must reimburse us for the amount, if any, by which our total operating expenses, including the advisor asset management fee, paid during the previous fiscal year exceeded the greater of: (i) 2.0% of our average invested assets for that fiscal year, or (ii) 25.0% of our net income, before any additions to reserves for depreciation, bad debts or other similar non-cash reserves and before any gain from the sale of our assets, for that fiscal year.
	•	In the event that an investment opportunity becomes available that is suitable, under all of the factors considered by Cole Advisors II, for both us and one or more other entities affiliated with Cole Advisors II, and for which more than one of such entities has sufficient uninvested funds, then the entity that has had the longest period of time elapse since it was offered an investment opportunity will first be offered such investment opportunity. It will be the duty of our board of directors, including the independent directors, to insure that this method is applied fairly to us. In determining whether or not an investment opportunity is suitable for more than one program, Cole Advisors II, subject to approval by our board of directors, shall examine, among others, the following factors:

	•	the anticipated cash flow of the property to be acquired and the cash requirements of each program;
	•	the effect of the acquisition both on diversification of each program’s investments by type of property, geographic area and tenant concentration;
	•	the policy of each program relating to leverage of properties;
	•	the income tax effects of the purchase to each program;
	•	the size of the investment; and
	•	the amount of funds available to each program and the length of time such funds have been available for investment.

	•	If a subsequent development, such as a delay in the closing of a property or a delay in the construction of a property, causes any such investment, in the opinion of Cole Advisors II, to be

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		more appropriate for a program other than the program that committed to make the investment, Cole Advisors II may determine that another program affiliated with Cole Advisors II or its affiliates will make the investment. Our board of directors has a duty to ensure that the method used by Cole Advisors II for the allocation of the acquisition of properties by two or more affiliated programs seeking to acquire similar types of properties is applied fairly to us.
	•	We will not accept goods or services from Cole Advisors II or its affiliates or enter into any other transaction with Cole Advisors II or its affiliates unless a majority of our directors, including a majority of the independent directors, not otherwise interested in the transaction approve such transaction as fair and reasonable to us and on terms and conditions not less favorable to us than those available from unaffiliated third parties.

(1)	Christopher H. Cole, our chairman, chief executive officer and president, owns 99% of the membership interests, and Cole Holdings Corporation owns 1% of the membership interests, of Cole Capital Partners.
(2)	The investors will own registered shares of common stock in Cole Credit Property Trust II, Inc.
(3)	Cole Holdings Corporation currently owns 20,000 shares of our common stock. The amount shown is prior to this offering. After the offering, Cole Holdings Corporation will own between 7.4% of our common stock, assuming a minimum offering, and 0.04% of our common stock, assuming a maximum offering, including the sale of 5,000,000 shares under our distribution reinvestment plan.

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	•	to provide current income for you through the payment of cash distributions; and
	•	to preserve and return your capital contributions.

	•	seek stockholder approval of an extension or amendment of this listing deadline; or
	•	seek stockholder approval to adopt a plan of liquidation of the corporation.

	Types of Investments

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	Investment Grade and Other Creditworthy Tenants

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	Description of Leases

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	Other Possible Investments

	Investment Decisions

	•	unit level store performance
	•	property location, visibility and access
	•	age of the property, physical condition and curb appeal
	•	neighboring property uses
	•	local market conditions including vacancy rates
	•	area demographics, including trade area population and average household income

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	•	neighborhood growth patterns and economic conditions
	•	presence of demand generators

	•	rent escalations;
	•	remaining lease term
	•	renewal option terms
	•	tenant purchase options
	•	termination options
	•	scope of the landlord’s maintenance, repair and replacement requirements
	•	projected net cash flow yield
	•	projected internal rates of return

	Conditions to Closing Our Acquisitions

	•	plans and specifications
	•	surveys
	•	evidence of marketable title, subject to such liens and encumbrances as are acceptable to Cole Advisors II
	•	financial statements covering recent operations of properties having operating histories
	•	title and liability insurance policies
	•	tenant estoppel certificates

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	Ownership Structure

	Joint Venture Investments

	Borrowing Policies

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	•	ratio of the investment amount to the underlying property’s value
	•	property’s potential for capital appreciation
	•	expected levels of rental and occupancy rates
	•	current and projected cash flow of the property
	•	potential for rent increases
	•	degree of liquidity of the investment
	•	property’s income-producing capacity
	•	quality, experience and creditworthiness of the borrower
	•	general economic conditions in the area where the property is located

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	•	acquire a parcel of land;
	•	enter into contracts for the construction and development of a commercial building thereon;
	•	enter into an agreement with one or more tenants to lease all or a majority of the property upon its completion;
	•	secure an earnest money deposit from us, which may be used for acquisition and development expenses;
	•	secure a financing commitment from a commercial bank or other institutional lender to finance the remaining acquisition and development expenses;

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	•	complete the development and allow the tenant or tenants to take possession of the property; and
	•	provide for the acquisition of the property by us.

	•	the affiliated development company completes the improvements, which generally will include the completion of the development, in accordance with the specifications of the contract;
	•	one or more approved tenants takes possession of the building under a lease satisfactory to our advisor; and
	•	we have sufficient proceeds available for investment at closing to pay the balance of the purchase price remaining after payment of the earnest money deposit.

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	•	borrow in excess of 60% of the greater of the aggregate cost (before deducting depreciation or other non-cash reserves) or fair market value of all assets owned by us, unless approved by a majority of our independent directors and disclosed to our stockholders in our next quarterly report, along with a justification for such excess borrowing;
	•	make investments in unimproved property or mortgage loans on unimproved property in excess of 10.0% of our total assets;
	•	make investments in non-freestanding, non-single tenant property in excess of 20.0% of our total assets;
	•	make or invest in mortgage loans unless an appraisal is obtained concerning the underlying property, except for those mortgage loans insured or guaranteed by a government or government agency;
	•	make or invest in mortgage loans, including construction loans, on any one property if the aggregate amount of all mortgage loans on such property would exceed an amount equal to 85.0% of the appraised value of such property unless substantial justification exists for exceeding such limit because of the presence of other underwriting criteria;
	•	make an investment in a property or mortgage loan if the related acquisition fees and acquisition expenses are unreasonable or exceed 6.0% of the purchase price of the property or, in the case of a

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		mortgage loan, 6.0% of the funds advanced; provided that the investment may be made if a majority of our independent directors determines that the transaction is commercially competitive, fair and reasonable to us;
	•	invest in equity securities unless a majority of our independent directors approves such investment as being fair, competitive and commercially reasonable;
	•	invest in real estate contracts of sale, otherwise known as land sale contracts, unless the contract is in recordable form and is appropriately recorded in the chain of title;
	•	invest in commodities or commodity futures contracts, except for futures contracts when used solely for the purpose of hedging in connection with our ordinary business of investing in real estate assets and mortgages;
	•	issue equity securities on a deferred payment basis or other similar arrangement;
	•	issue debt securities in the absence of adequate cash flow to cover debt service;
	•	issue equity securities that are assessable after we have received the consideration for which our board of directors authorized their issuance; or
	•	issue equity securities redeemable solely at the option of the holder, which restriction has no effect on our share redemption program or the ability of our operating partnership to issue redeemable partnership interests.

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Type of Property		New				Used				Construction
Retail			1.0	%			99.0	%			—
Office buildings			—				100	%			—
Land			—				100	%			—
Data Center			—				—				100	%

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	•	we will be taxed at regular corporate rates on our undistributed REIT taxable income, including undistributed net capital gains;
	•	under some circumstances, we will be subject to alternative minimum tax;
	•	if we have net income from the sale or other disposition of “foreclosure property” that is held primarily for sale to customers in the ordinary course of business or other non-qualifying income from foreclosure property, we will be subject to tax at the highest corporate rate on that income;
	•	if we have net income from prohibited transactions (which are, in general, sales or other dispositions of property other than foreclosure property held primarily for sale to customers in the ordinary course of business), our income will be subject to a 100.0% tax;
	•	if we fail to satisfy either of the 75.0% or 95.0% gross income tests (discussed below) but have nonetheless maintained our qualification as a REIT because applicable conditions have been met, we will be subject to a 100.0% tax on an amount equal to the greater of the amount by which we fail the 75.0% or 95.0% test multiplied by a fraction calculated to reflect our profitability;
	•	if we fail to distribute during each year at least the sum of (i) 85.0% of our REIT ordinary income for the year, (ii) 95.0% of our REIT capital gain net income for such year and (iii) any

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		undistributed taxable income from prior periods, we will be subject to a 4.0% excise tax on the excess of the required distribution over the amounts actually distributed; and
	•	if we acquire any asset from a C corporation (i.e., a corporation generally subject to corporate-level tax) in a carryover-basis transaction and we subsequently recognize gain on the disposition of the asset during the ten-year period beginning on the date on which we acquired the asset, then a portion of the gains may be subject to tax at the highest regular corporate rate, pursuant to guidelines issued by the Internal Revenue Service.

	Organizational Requirements

	•	be a domestic corporation;
	•	elect to be taxed as a REIT and satisfy relevant filing and other administrative requirements;
	•	be managed by one or more trustees or directors;
	•	have transferable shares;
	•	not be a financial institution or an insurance company;
	•	use a calendar year for federal income tax purposes;
	•	have at least 100 stockholders for at least 335 days of each taxable year of twelve months; and
	•	not be closely held.

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	Ownership of Interests in Partnerships and Qualified REIT Subsidiaries

	Operational Requirements — Gross Income Tests

	•	At least 75.0% of our gross income, excluding gross income from prohibited transactions, for each taxable year must be derived directly or indirectly from investments relating to real property or mortgages on real property. Gross income includes “rents from real property” and, in some circumstances, interest, but excludes gross income from dispositions of property held primarily for sale to customers in the ordinary course of a trade or business. Such dispositions are referred to as “prohibited transactions.” This is known as the 75.0% Income Test.
	•	At least 95.0% of our gross income, excluding gross income from prohibited transactions, for each taxable year must be derived from the real property investments described above and from distributions, interest and gains from the sale or disposition of stock or securities or from any combination of the foregoing. This is known as the 95.0% Income Test.

	•	the amount of rent received from a tenant generally must not be based in whole or in part on the income or profits of any person; however, an amount received or accrued generally will not be excluded from the term “rents from real property” solely by reason of being based on a fixed percentage or percentages of gross receipts or sales;
	•	rents received from a tenant will not qualify as “rents from real property” if an owner of 10.0% or more of the REIT directly or constructively owns 10.0% or more of the tenant or a subtenant of the tenant (in which case only rent attributable to the subtenant is disqualified);
	•	if rent attributable to personal property leased in connection with a lease of real property is greater than 15.0% of the total rent received under the lease, then the portion of rent attributable to the personal property will not qualify as “rents from real property”; and
	•	the REIT must not operate or manage the property or furnish or render services to tenants, other than through an “independent contractor” who is adequately compensated and from whom the REIT does not derive any income. However, a REIT may provide services with respect to its properties, and the income derived therefrom will qualify as “rents from real property,” if the services are “usually or customarily rendered” in connection with the rental of space only and are not otherwise considered “rendered to the occupant.” Even if the services with respect to a property are impermissible tenant services, the income derived therefrom will qualify as “rents from real property” if such income does not exceed 1.0% of all amounts received or accrued with respect to that property.

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	•	our failure to meet these tests was due to reasonable cause and not due to willful neglect;
	•	we attach a schedule of our income sources to our federal income tax return; and
	•	any incorrect information on the schedule is not due to fraud with intent to evade tax.

	Operational Requirements — Asset Tests

	•	First, at least 75.0% of the value of our total assets must be represented by real estate assets, cash, cash items and government securities. The term “real estate assets” includes real property, mortgages on real property, shares in other qualified REITs and a proportionate share of any real estate assets owned by a partnership in which we are a partner or of any qualified REIT subsidiary of ours.
	•	Second, no more than 25.0% of our total assets may be represented by securities other than those in the 75.0% asset class.

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	•	Third, of the investments included in the 25.0% asset class, the value of any one issuer’s securities that we own may not exceed 5.0% of the value of our total assets. Additionally, we may not own more than 10.0% of any one issuer’s outstanding voting securities.

	Operational Requirements — Annual Distribution Requirement

	•	85.0% of our ordinary income for that year;
	•	95.0% of our capital gain net income other than the capital gain net income that we elect to retain and pay tax on for that year; and
	•	any undistributed taxable income from prior periods,

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	•	we would be required to pay the tax on these gains;
	•	our stockholders, while required to include their proportionate share of the undistributed long-term capital gains in income, would receive a credit or refund for their share of the tax paid by us; and
	•	the basis of a stockholder’s shares would be increased by the difference between the designated amount included in the stockholder’s long-term capital gains and the tax deemed paid with respect to such shares.

	Operational Requirements — Recordkeeping

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	Definition

	•	is a citizen or resident of the United States;
	•	is a corporation, partnership or other entity created or organized in or under the laws of the United States or of any political subdivision thereof;
	•	is an estate or trust, the income of which is subject to U.S. federal income taxation regardless of its source; or
	•	a trust, if a U.S. court is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.

	Distributions Generally

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	Capital Gain Distributions

	Passive Activity Loss and Investment Interest Limitations

	Certain Dispositions of the Shares

	Information Reporting Requirements and Backup Withholding for U.S. Stockholders

	•	fails to furnish his or her taxpayer identification number, which, for an individual, would be his or her Social Security Number;
	•	furnishes an incorrect tax identification number;
	•	is notified by the Internal Revenue Service that he or she has failed properly to report payments of interest and distributions or is otherwise subject to backup withholding; or
	•	under some circumstances, fails to certify, under penalties of perjury, that he or she has furnished a correct tax identification number and that (a) he or she has not been notified by the Internal Revenue Service that he or she is subject to backup withholding for failure to report interest and distribution payments or (b) he or she has been notified by the Internal Revenue Service that he or she is no longer subject to backup withholding.

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	Income Effectively Connected with a U.S. Trade or Business

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	Distributions Not Attributable to Gain from the Sale or Exchange of a United States Real Property Interest

	Distributions Attributable to Gain from the Sale or Exchange of a United States Real Property Interest

	Withholding Obligations With Respect to Distributions to Non-U.S. Stockholders

	•	35.0% of designated capital gain distributions or, if greater, 35.0% of the amount of any distributions that could be designated as capital gain distributions; and
	•	30.0% of ordinary income distributions (i.e., distributions paid out of our earnings and profits).

	Sale of Our Shares by a Non-U.S. Stockholder

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	Information Reporting Requirements and Backup Withholding for Non-U.S. Stockholders

	Classification as a Partnership

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	Income Taxation of the Operating Partnership and Its Partners

	Partners, Not a Partnership, Subject to Tax

	Partnership Allocations

	Tax Allocations With Respect to Contributed Properties

	Basis in Operating Partnership Interest

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	Depreciation Deductions Available to the Operating Partnership

	Sale of the Operating Partnership’s Property

	Tenant-In-Common Program

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	•	whether the investment is in accordance with the documents and instruments governing such Plan or IRA;
	•	whether the investment satisfies the prudence and diversification and other fiduciary requirements of ERISA, if applicable;
	•	whether the investment will result in UBTI to the Plan or IRA, see “Federal Income Tax Considerations — Treatment of Tax-Exempt Stockholders”;
	•	whether there is sufficient liquidity for the Plan or IRA, considering the minimum distribution requirements under the Internal Revenue Code and the liquidity needs of such Plan or IRA, after taking this investment into account;
	•	the need to value the assets of the Plan or IRA annually; and
	•	whether the investment would constitute or give rise to a prohibited transaction under ERISA or the Internal Revenue Code, if applicable.

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	•	the estimated value per share would actually be realized by our stockholders upon liquidation, because these estimates do not necessarily indicate the price at which properties can be sold;
	•	our stockholders would be able to realize estimated net asset values if they were to attempt to sell their shares, because no public market for our shares exists or is likely to develop; or

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	•	that the value, or method used to establish value, would comply with ERISA or Internal Revenue Code requirements described above.

	•	in securities issued by an investment company registered under the Investment Company Act;
	•	in “publicly offered securities,” defined generally as interests that are “freely transferable,” “widely held” and registered with the Securities and Exchange Commission;
	•	in an “operating company,” which includes “venture capital operating companies” and “real estate operating companies;” or
	•	in which equity participation by “benefit plan investors” is not significant.

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	•	a merger, offer, or proxy contest;
	•	the assumption of control by a holder of a large block of our securities; or
	•	the removal of incumbent management.

	•	stock exchanges in which we are the successor;
	•	mergers with or into a 90.0% or more owned subsidiary, provided that the charter of the successor is not amended and that the contract rights of any stock issued in the merger are identical to those of the stock that was exchanged;
	•	mergers in which we do not:

	+	reclassify or change the terms of any of shares that are outstanding immediately before the effective time of the merger;
	+	amend our charter; and
	+	result in the issuance of more than 20.0% of the number of shares of any class or series of shares outstanding immediately before the merger; and

	•	transfers of less than substantially all of our assets.

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	•	five or fewer individuals (as defined in the Internal Revenue Code to include certain tax exempt organizations and trusts) may not own, directly or indirectly, more than 50.0% in value of our outstanding shares during the last half of a taxable year; and
	•	100 or more persons must beneficially own our shares during at least 335 days of a taxable year of twelve months or during a proportionate part of a shorter taxable year.

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	•	with respect to transfers only, results in our common stock being owned by fewer than 100 persons;
	•	results in our being “closely held” within the meaning of Section 856(h) of the Internal Revenue Code;
	•	results in our owning, directly or indirectly, more than 9.8% of the ownership interests in any tenant or subtenant; or
	•	otherwise results in our disqualification as a REIT.

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	•	the amount of time required for us to invest the funds received in the offering;
	•	our operating and interest expenses;
	•	the ability of tenants to meet their obligations under the leases associated with our properties;
	•	the amount of distributions or dividends received by us from our indirect real estate investments;
	•	our ability to keep our properties occupied;
	•	our ability to maintain or increase rental rates when renewing or replacing current leases;
	•	capital expenditures and reserves for such expenditures;
	•	the issuance of additional shares; and
	•	financings and refinancings.

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	•	are not liable personally or individually in any manner whatsoever for any debt, act, omission or obligation incurred by us or our board of directors; and
	•	are under no obligation to us or our creditors with respect to their shares other than the obligation to pay to us the full amount of the consideration for which their shares were issued.

	•	any person who beneficially owns ten percent or more of the voting power of the corporation’s shares; or
	•	an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of ten percent or more of the voting power of the then outstanding voting stock of the corporation.

	•	80.0% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and
	•	two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.

117

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	•	owned by the acquiring person;
	•	owned by our officers; and
	•	owned by our employees who are also directors.

	•	one-tenth or more but less than one-third;
	•	one-third or more but less than a majority; or
	•	a majority or more of all voting power.

118

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	•	a classified board,
	•	a two-thirds vote requirement for removing a director,
	•	a requirement that the number of directors be fixed only by vote of the directors,
	•	a requirement that a vacancy on the board be filled only by the remaining directors and for the remainder of the full term of the class of directors in which the vacancy occurred, and
	•	a majority requirement for the calling of a special meeting of stockholders.

119

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120

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	•	a transaction involving our securities that have been listed on a national securities exchange or included for quotation on The Nasdaq National Market for at least 12 months; or
	•	a transaction involving our conversion to trust, or association form if, as a consequence of the transaction, there will be no significant adverse change in stockholder voting rights, the term of our existence, compensation to Cole Advisors II or our investment objectives.

	(1) accepting the securities of the Roll-up Entity offered in the proposed Roll-up Transaction; or
	(2) one of the following:

	(a) remaining as holders of our common stock and preserving their interests therein on the same terms and conditions as existed previously, or
	(b) receiving cash in an amount equal to the stockholder’s pro rata share of the appraised value of our net assets.

	•	that would result in the stockholders having voting rights in a Roll-up Entity that are less than those provided in our charter and described elsewhere in this prospectus, including rights with respect to the election and removal of directors, annual reports, annual and special meetings, amendment of our charter, and our dissolution;

121

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	•	that includes provisions that would materially impede or frustrate the accumulation of shares by any purchaser of the securities of the Roll-up Entity, except to the minimum extent necessary to preserve the tax status of the Roll-up Entity, or which would limit the ability of an investor to exercise the voting rights of its securities of the Roll-up Entity on the basis of the number of shares held by that investor;
	•	in which our investor’s rights to access of records of the Roll-up Entity will be less than those provided in the section of this prospectus entitled “— Meetings and Special Voting Requirements” above; or
	•	in which any of the costs of the Roll-up Transaction would be borne by us if the Roll-up Transaction is not approved by the stockholders.

122

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	•	prior to the time of such reinvestment, the participant has received the final prospectus and any supplements thereto offering interests in the subsequent Cole-sponsored program and such prospectus allows investments pursuant to a distribution reinvestment plan;
	•	a registration statement covering the interests in the subsequent Cole-sponsored program has been declared effective under the Securities Act;
	•	the offer and sale of such interests are qualified for sale under applicable state securities laws;
	•	the participant executes the subscription agreement included with the prospectus for the subsequent Cole-sponsored program; and
	•	the participant qualifies under applicable investor suitability standards as contained in the prospectus for the subsequent Cole-sponsored program.

123

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124

---

 

125

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126

---

 

	•	first, to us until we have received aggregate distributions with respect to the current fiscal year equal to the minimum amount necessary for us to distribute to our stockholders to enable us to maintain our status as a REIT under the Internal Revenue Code with respect to such fiscal year;
	•	next, to the limited partners until our limited partners have received aggregate distributions equal to the amount that would have been distributed to them with respect to all prior fiscal years had all Cole OP II income for all such prior fiscal years been allocated to us, each limited partner held a number of our common shares equal to the number of Cole OP II units that it holds and the REIT had distributed all such amounts to our stockholders (including the limited partners);
	•	next, to us and to the limited partners until each partner has received aggregate distributions with respect to the current fiscal year and all fiscal years had all Cole OP II income for the current fiscal year and all such prior fiscal years been allocated to us, our income with respect to the current fiscal year and each such prior fiscal year equaled the minimum amount necessary to maintain our status as a REIT under the Internal Revenue Code, each limited partner held a number of common shares equal to the number of Cole OP II units that we hold and we had distributed all such amounts to its stockholders (including the limited partners); and
	•	finally, to us and the limited partners in accordance with the partners’ percentage interests in Cole OP II.

	•	all expenses relating to the formation and continuity of our existence;
	•	all expenses relating to the public offering and registration of securities by us;
	•	all expenses associated with the preparation and filing of any periodic reports by us under federal, state or local laws or regulations;
	•	all expenses associated with compliance by us with applicable laws, rules and regulations;
	•	all costs and expenses relating to any issuance or redemption of partnership interests or shares of our common stock; and
	•	all our other operating or administrative costs incurred in the ordinary course of our business on behalf of Cole OP II.

127

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	•	any amendment affecting the conversion factor or the exchange right in a manner adverse to the limited partners;
	•	any amendment that would adversely affect the rights of the limited partners to receive the distributions payable to them pursuant to the partnership agreement (other than the issuance of additional limited partnership interests);
	•	any amendment that would alter the allocations of Cole OP II’s profit and loss to the limited partners (other than the issuance of additional limited partnership interests);
	•	any amendment that would impose on the limited partners any obligation to make additional capital contributions to Cole OP II; and
	•	any amendment pursuant to a plan of merger, plan of exchange or plan of conversion, unless the partnership agreement of the surviving limited partnership does not materially differ from the partnership agreement of Cole OP II immediately before the transaction.

128

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	•	we declare for bankruptcy or withdraw from the partnership, provided, however, that the remaining partners may decide to continue the business;
	•	ninety days after the sale or other disposition of all or substantially all of the assets of the partnership;
	•	the exchange of all limited partnership interests (other than such interests we, or are affiliates, hold); or
	•	we elect, as the general partner, to dissolve the partnership.

129

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130

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		Per Share				Total Minimum				Total Maximum
Primary Offering
Price to Public		$	10.00			$	2,500,000			$	450,000,000
Selling Commissions			0.70				175,000				31,500,000
Dealer Manager fees			0.15				37,500				6,750,000
Proceeds to Cole REIT II		$	9.15			$	2,287,500			$	411,750,000
Reinvestment Plan
Price to Public		$	9.15				—			$	45,750,000
Distribution Selling Commissions			—				—				—
Dealer Manager Fees			—				—				—
Proceeds to Cole REIT II		$	9.15				—			$	45,750,000

131

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										Purchase Price Per
		Sales								Incremental Share				Dealer
Dollar Volume		Commission								in Volume				Manager Fees				Net Proceeds
Shares Purchased		Percent				Per Share				Discount Range				Per Share				Per Share
$250,000 or less			7.0	%		$	0.70			$	10.00			$	0.15			$	9.15
$250,001-$500,000			6.0	%			0.60			$	9.90				0.15				9.15
$500,001-$1,000,000			5.0	%			0.50			$	9.80				0.15				9.15
$1,000,001-$2,000,000			4.0	%			0.40			$	9.70				0.15				9.15
$2,000,001-$5,000,000			3.0	%			0.30			$	9.60				0.15				9.15
$5,000,001-$10,000,000			2.0	%			0.20			$	9.50				0.15				9.15
Over $10,000,001			1.0	%			0.10			$	9.40				0.15				9.15

	•	an individual, his or her spouse and their children under the age of 21 who purchase the shares for his, her or their own account;
	•	a corporation, partnership, association, joint-stock company, trust fund or any organized group of persons, whether incorporated or not;
	•	an employees’ trust, pension, profit-sharing or other employee benefit plan qualified under Section 401(a) of the Internal Revenue Code; and
	•	all commingled trust funds maintained by a given bank.

132

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133

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	(1) Read the entire prospectus and the current supplement(s), if any, accompanying this prospectus.
	(2) Complete the execution copy of the subscription agreement. A specimen copy of the subscription agreement, including instructions for completing it, is included in this prospectus as Appendix B.
	(3) Deliver a check to Cole Capital Corporation for the full purchase price of the shares being subscribed for, payable to “Wells Fargo Bank, N.A., Escrow Agent for Cole Credit Property Trust II, Inc.” along with the completed subscription agreement. Certain dealers who have “net capital,” as defined in the applicable federal securities regulations, of $250,000 or more may instruct their customers to make their checks payable directly to the dealer. In such case, the dealer will issue a check made payable to the escrow agent for the purchase price of your subscription. The name of the dealer appears on the subscription agreement.

134

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	(4) By executing the subscription agreement and paying the full purchase price for the shares subscribed for, you will attest that you meet the suitability standards as provided in the “Suitability Standards” section of this prospectus and as stated in the subscription agreement and agree to be bound by the terms of the subscription agreement.

135

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	Cole Credit Property Trust II, Inc.
	Attn: Investor Relations
	2555 East Camelback Road
	Suite 400
	Phoenix, Arizona 85016
	(866) 341-2653

136

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		Page
Report of Independent Registered Public Accounting Firm			F-2
Consolidated Balance Sheets			F-3
Consolidated Statements of Stockholder’s Equity			F-4
Consolidated Statements of Cash Flows			F-5
Notes to Consolidated Financial Statements			F-6

F-1

---

 

F-2

---

 

				March 31, 2005				December 31, 2004
ASSETS
Cash and cash equivalents				$	200,000			$	200,000
		Total Assets		$	200,000			$	200,000
LIABILITIES AND STOCKHOLDER’S EQUITY
Stockholder’s equity:
	Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued and outstanding			$	—			$	—
	Common stock, $.01 par value; 90,000,000 shares authorized, 20,000 shares issued and outstanding				200				200
	Capital in excess of par value				199,800				199,800
		Total Liabilities and Stockholder’s Equity		$	200,000			$	200,000

F-3

---

 

		Common Stock
										Capital in				Total
		Number of								Excess of				Stockholder’s
		Shares				Par Value				Par Value				Equity
Balance, September 29, 2004 (Date of Inception)			—			$	—			$	—			$	—
Cash received from sale of common stock to Cole Holdings Corporation			20,000				200				199,800				200,000
Balance, March 31, 2005 and December 31, 2004			20,000			$	200			$	199,800			$	200,000

F-4

---

 

			Three Months Ended				Period Ended
			March 31, 2005				December 31, 2004
CASH FLOWS FROM FINANCING ACTIVITIES —
	Proceeds from issuance of common stock and cash and cash equivalents end of period		$	—			$	200,000

F-5

---

 

1.	Organization and Significant Accounting Policies:

	Basis of Presentation

	Cash and Cash Equivalents

	Organization and Offering Expenses

2.	Income Taxes:

F-6

---

 

3.	Capitalization:

4.	Concentration of Credit Risk:

5.	Related Party Arrangements:

F-7

---

 

F-8

---

 

6.	Independent Director’s Stock Option Plan:

F-9

---

 

A-1

---

 

A-2

---

 

			Cole Boulevard				Cole Santa Fe				Cole Credit
			Square Investors LP				Investors LP				Property Fund LP
Dollar amount offered			$	10,700,000			$	6,180,000			$	25,000,000
Dollar amount raised				10,000,000				6,180,000				25,000,000
Less offering expenses:
	Selling commissions and discounts retained by affiliates			797,200				494,400				2,000,000
	Organizational expenses(4)			340,641				129,040				478,170
	Other			—				—				—
Reserves				340,840				976,862				429,858
Percent available for investment				89	%			90	%			90	%
Acquisition costs:
	Prepaid items and fees related to purchase of property			15,371				24,628				384,288
	Cash down payment			6,930,000				3,937,098				19,315,693
	Acquisition fees(5)			1,039,500				386,400				2,151,522
	Other			—				—				—
Total acquisition cost				7,984,871				4,348,126				21,851,503
Percent leverage				80	%			80	%			66	%
Date offering began				05/15/02				09/04/02				11/15/02
Length of offering (in months)				7				3				9
Months to invest 90% of amount available for investment				2				1				10

			Cole Credit				Cole Collateralized				Cole Collateralized
			Property Fund II LP				Senior Notes, LLC(6)				Senior Notes II, LLC(6)
Dollar amount offered			$	25,000,000			$	28,750,000	(1)		$	28,750,000	(1)
Dollar amount raised				24,494,500				28,038,500				28,750,000
Less offering expenses:
	Selling commissions and discounts retained by affiliates			1,961,560				1,401,925				1,437,500
	Organizational expenses(4)			449,873				660,585				645,882
	Other			—				—				—
Reserves				451,175				5,668,960				3,784,574
Percent available for investment				90	%			93	%			93	%
Acquisition costs:
	Prepaid items and fees related to purchase of property			213,578				537,738				501,369
	Cash down payment			20,273,063				22,306,921				19,485,354
	Acquisition fees(5)			1,137,801				1,317,486				1,716,968
	Other			—				—				—
Total acquisition cost				21,624,442				24,162,145				21,703,691
Percent leverage				65	%			65	%			50	%
Date offering began				07/01/03				09/15/03				02/01/04
Length of offering (months)				9				9				12
Months to invest 90% of amount available for investment				15				5				7

A-3

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			Cole Collateralized				Cole Credit				Staples in
			Senior Notes III, LLC(6)				Property Trust, Inc.				Tulsa, OK(2)(3)
Dollar amount offered			$	28,750,000			$	100,000,000			$	4,136,000
Dollar amount raised				6,555,000				46,100,250				4,136,000
Less offering expenses:
	Selling commissions and discounts retained by affiliates			327,750				3,227,018				248,160
	Organizational expenses(4)			250,019				1,655,313				41,360
	Other			—				—				—
Reserves				4,877,323				13,914,308				26,957
Percent available for investment				91	%			89	%			93	%
Acquisition costs:
	Prepaid items and fees related to purchase of property			—				779,713				30,000
	Cash down payment			—				24,611,542				3,760,640
	Acquisition fees(5)			—				1,007,535				55,840
	Other			—				—				—
Total acquisition cost				—				26,398,790				3,846,480
Percent leverage				0	%			55	%			0	%
Date offering began				01/03/05				04/06/04				02/13/04
Length of offering (in months)				Ongoing				Ongoing				7
Months to invest 90% of amount available for investment				N/A				N/A				4

			Mimi’s Café in				Walgreens in				Walgreens in
			Lone Tree, CO(2)(3)				Windsor, CO(2)(3)				Goldsboro, NC(2)(3)
Dollar amount offered			$	2,446,000			$	2,669,000			$	2,570,000
Dollar amount raised				2,446,000				2,669,000				2,570,000
Less offering expenses:
	Selling commissions and discounts retained by affiliates			146,760				160,140				154,200
	Organizational expenses(4)			24,460				26,690				25,700
	Other			—				—				—
Reserves				14,698				40,667				18,589
Percent available for investment				93	%			93	%			93	%
Acquisition costs:
	Prepaid items and fees related to purchase of property			60,280				60,000				60,000
	Cash down payment			2,150,000				2,393,460				2,303,985
	Acquisition fees(5)			64,500				—				—
	Other			—				28,710				26,115
Total acquisition cost				2,274,780				2,482,170				2,390,100
Percent leverage				0	%			52	%			50	%
Date offering began				04/20/04				06/03/04				06/30/04
Length of offering (in months)				4				3				3
Months to invest 90% of amount available for investment				3				3				3

A-4

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			Walgreens in				Walgreens in				Walgreens in
			Hamilton, OH(2)(3)				Carlsbad, NM(2)(3)				Willimantic, CT(2)(3)
Dollar amount offered			$	2,966,000			$	2,289,739			$	2,746,000
Dollar amount raised				2,966,000				2,289,739				2,746,000
Less offering expenses:
	Selling commissions and discounts retained by affiliates			177,960				137,384				164,760
	Organizational expenses(4)			29,660				22,898				27,460
	Other			—				—				—
Reserves				29,573				24,005				37,601
Percent available for investment				93	%			93	%			93	%
Acquisition costs:
	Prepaid items and fees related to purchase of property			60,000				60,000				60,000
	Cash down payment			2,668,047				2,046,107				2,466,690
	Acquisition fees(5)			—				—				—
	Other			30,333				23,350				27,090
Total acquisition cost				2,758,380				2,129,457				2,553,780
Percent leverage				51	%			50	%			50	%
Date offering began				07/01/04				07/13/04				09/15/04
Length of offering (in months)				4				5				2
Months to invest 90% of amount available for investment				3				3				2

			Walgreens in				Walgreens in				Walgreens in
			Edgewood, NM(2)(3)				Fairborn, OH(2)(3)				Slidell, LA(2)(3)
Dollar amount offered			$	2,134,000			$	2,644,000			$	2,212,000
Dollar amount raised				2,134,000				2,644,000				1,683,000
Less offering expenses:
	Selling commissions and discounts retained by affiliates			128,040				158,640				100,980
	Organizational expenses(4)			21,340				26,440				16,830
	Other			—				—				—
Reserves				19,940				26,668				19,891
Percent available for investment				93	%			93	%			93	%
Acquisition costs:
	Prepaid items and fees related to purchase of property			60,000				60,000				45,651
	Cash down payment			1,903,340				2,372,750				1,502,861
	Acquisition fees(5)			—				—				—
	Other			21,280				26,170				16,678
Total acquisition cost				1,984,620				2,458,920				1,565,190
Percent leverage				50	%			50	%			50	%
Date offering began				09/15/04				09/30/04				11/02/04
Length of offering (in months)				4				2				Ongoing
Months to invest 90% of amount available for investment				3				2				N/A

A-5

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			Walgreens in				Walgreens in				Walgreens in
			Westheimer, TX(2)(3)				Richmond, OH(2)(3)				Spokane, WA(2)(3)
Dollar amount offered			$	3,900,000			$	3,388,000			$	11,532,000
Dollar amount raised				3,900,000				2,993,000				4,044,000
Less offering expenses:
	Selling commissions and discounts retained by affiliates			234,000				179,580				242,640
	Organizational expenses(4)			39,000				29,930				40,440
	Other			—				—				—
Reserves				34,827				29,596				—
Percent available for investment				93	%			93	%			93	%
Acquisition costs:
	Prepaid items and fees related to purchase of property			60,000				21,205				150,808
	Cash down payment			3,526,680				2,700,564				3,606,093
	Acquisition fees(5)			—				—				—
	Other			40,320				29,921				4,019
Total acquisition cost				3,627,000				2,751,690				3,760,920
Percent leverage				51	%			50	%			50	%
Date offering began				10/15/04				10/26/04				11/09/04
Length of offering (in months)				3				Ongoing				Ongoing
Months to invest 90% of amount available for investment				2				2				N/A

			Walgreens in				Walgreens in				Walgreens in
			Covington, TN(2)(3)				Orlando, FL(2)(3)				Glen Burnie, MD(2)(3)
Dollar amount offered			$	2,141,000			$	2,486,000			$	3,485,000
Dollar amount raised				470,000				787,000				1,328,000
Less offering expenses:
	Selling commissions and discounts retained by affiliates			28,200				47,220				79,680
	Organizational expenses(4)			4,700				7,870				13,280
	Other			—				—				—
Reserves				29,359				—				—
Percent available for investment				93	%			93	%			93	%
Acquisition costs:
	Prepaid items and fees related to purchase of property			13,171				29,125				76,473
	Cash down payment			419,328				695,134				1,145,729
	Acquisition fees(5)			—				—				—
	Other			4,601				7,652				12,838
Total acquisition cost				437,100				731,911				1,235,040
Percent leverage				50	%			50	%			50	%
Date offering began				11/19/04				11/30/04				12/01/04
Length of offering (in months)				Ongoing				Ongoing				Ongoing
Months to invest 90% of amount available for investment				N/A				N/A				N/A

A-6

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			Walgreens in				Walgreens in				Home Depot in
			Garfield Heights, OH(2)(3)				Ponca City(2)(3)				Tacoma, WA(2)(3)
Dollar amount offered			$	2,887,000			$	2,327,000			$	12,175,000
Dollar amount raised				—				—				—
Less offering expenses:
	Selling commissions and discounts retained by affiliates			—				—				—
	Organizational expenses(4)			—				—				—
	Other			—				—				—
Reserves				—				—				—
Percent available for investment				N/A				N/A				N/A
Acquisition costs:
	Prepaid items and fees related to purchase of property			—				—				—
	Cash down payment			—				—				—
	Acquisition fees(5)			—				—				—
	Other			—				—				—
Total acquisition cost				—				—				—
Percent leverage				0	%			0	%			0	%
Date offering began				12/09/04				12/10/04				02/08/05
Length of offering (in months)				Ongoing				Ongoing				Ongoing
Months to invest 90% of amount available for investment				N/A				N/A				N/A

A-7

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(1)	Amount includes an over allotment of $3,750,000 available under the offering.
(2)	The Offering is a Tenant-in-Common Program sponsored by Cole Capital Partners which consists of the sale of tenant in common interests in properties owned by subsidiaries of Cole Collateralized Senior Notes, LLC or Cole Collateralized Senior Notes II, LLC.
(3)	Acquisition cost amounts represent the costs paid by the tenant-in-common investors to acquire interest in the properties.
(4)	Organizational expenses include legal, accounting, printing, escrow, filing, recording and other related expenses associated with the formation and original organization of the Program and also includes fees paid to the sponsor and to affiliates.
(5)	Acquisition fees include fees paid to the sponsor or affiliates based upon the terms of the memorandum.
(6)	Amounts herein relate to initial investments of capital raised and do not include any properties acquired through reinvested amounts.

A-8

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				Cole Boulevard				Cole Santa Fe				Cole Credit
				Square Investors LP				Investors LP				Property Fund LP
Date offering commenced					05/15/02				09/04/02				11/15/02
Dollar amount raised				$	10,000,000			$	6,180,000			$	25,000,000
Amount paid to sponsor from proceeds of offering:
	Underwriting fees				238,718				142,020				297,820
	Acquisition fees(1)
		Real estate commissions			1,039,500				386,400				2,151,522
		Advisory fees			50,000				25,000				—
	Other(2)				116,476				69,000				—
Dollar amount of cash generated from operations before deducting payments to sponsor					2,526,466				1,796,845				5,790,594
Amount paid to sponsor from operations:
	Property management fees				108,181				319,193				120,882
	Partnership management fees				257,532				162,500				—
	Reimbursements				9,223				10,620				2,992
	Leasing commissions				26,593				131,650				—
	Other(3)				104,552				45,271				—
Dollar amount of property sales and refinancing before deducting payments to sponsor
	Cash				—				—				—
	Notes				—				—				—
Amount paid to sponsor from property sales and refinancing
	Incentive fees				—				—				—
	Real estate commissions				976,500				7,795				—
	Other(4)				—				—				—

A-9

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				Cole Credit				Cole Collateralized				Cole Collateralized				Cole Collateralized
				Property Fund II LP				Senior Notes, LLC				Senior Notes II, LLC				Senior Notes III, LLC
Date offering commenced					07/01/03				09/15/03				2/1/04				01/03/05
Dollar amount raised				$	24,494,500			$	28,038,500			$	28,750,000			$	6,555,000
Amount paid to sponsor from proceeds of offering:
	Underwriting fees				163,043				499,153				477,487				74,575
	Acquisition fees(1)
		Real estate commissions			1,137,801				3,690,061				3,912,688				—
		Advisory fees			—				—				—				—
	Other(2)				—				—				—				—
Dollar amount of cash generated from operations before deducting payments to sponsor					3,114,306				822,323				(965,513	)			(24,072	)
Amount paid to sponsor from operations:
	Property management fees				77,817				284,815				128,684				—
	Partnership management fees				—				—				—				—
	Reimbursements				207				—				—				—
	Leasing commissions				—				—				—				—
	Other(3)				—				—				—				—
Dollar amount of property sales and refinancing before deducting payments to sponsor
	Cash				—				—				—				—
	Notes				—				—				—				—
Amount paid to sponsor from property sales and refinancing
	Incentive fees				—				—				—				—
	Real estate commissions				—				—				—				—
	Other(4)				—				—				—				—

A-10

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				Cole Credit Property				Staples in				Mimi’s in				Walgreens in
				Trust, Inc.				Tulsa, OK				Lone Tree, CO				Windsor, CO
Date offering commenced					04/06/04				02/13/04				04/20/04				06/03/04
Dollar amount raised				$	46,100,250			$	4,136,000			$	2,446,000			$	2,669,000
Amount paid to sponsor from proceeds of offering:
	Underwriting fees				893,357				41,360				24,460				26,690
	Acquisition fees(1)
		Real estate commissions			1,007,535				55,840				64,500				—
		Advisory fees			—				—				—				—
	Other(2)				—				—				—				28,710
Dollar amount of cash generated from operations before deducting payments to sponsor					1,501,169				263,497				142,889				130,472
Amount paid to sponsor from operations:
	Property management fees				69,690				—				—				—
	Partnership management fees				211,717				2,204				2,800				2,284
	Reimbursements				—				—				—				—
	Leasing commissions				—				—				—				—
	Other(3)				—				—				—				—
Dollar amount of property sales and refinancing before deducting payments to sponsor
	Cash				—				—				—				—
	Notes				—				—				—				—
Amount paid to sponsor from property sales and refinancing Incentive fees					—				—				—				—
	Real estate commissions				—				—				—				—
	Other(4)				—				—				—				—

A-11

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				Walgreens in				Walgreens in				Walgreens in				Walgreens in
				Goldsboro, NC				Hamilton, OH				Carlsbad, NM				Willimantic, CT
Date offering commenced					06/30/04				07/01/04				07/13/04				09/15/04
Dollar amount raised				$	2,570,000			$	2,966,000			$	2,289,739			$	2,746,000
Amount paid to sponsor from proceeds of offering:
	Underwriting fees				25,700				29,660				22,898				27,460
	Acquisition fees(1)
		Real estate commissions			—				—				—				—
		Advisory fees			—				—				—				—
	Other(2)				26,115				30,333				23,350				27,090
Dollar amount of cash generated from operations before deducting payments to sponsor					111,075				134,890				89,612				89,766
Amount paid to sponsor from operations:
	Property management fees				—				—				—				—
	Partnership management fees				2,010				4,767				4,624				5,040
	Reimbursements				—				—				—				—
	Leasing commissions				—				—				—				—
	Other(3)				—				—				—				—
Dollar amount of property sales and refinancing before deducting payments to sponsor
	Cash				—				—				—				—
	Notes				—				—				—				—
Amount paid to sponsor from property sales and refinancing
	Incentive fees				—				—				—				—
	Real estate commissions				—				—				—				—
	Other(4)				—				—				—				—

A-12

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				Walgreens in				Walgreens in				Walgreens in				Walgreens in
				Edgewood, NM				Fairborn, OH				Slidell, LA				Westheimer, TX
Date offering commenced					09/15/04				09/30/04				11/02/04				10/15/04
Dollar amount raised				$	2,134,000			$	2,644,000			$	1,683,000			$	3,900,000
Amount paid to sponsor from proceeds of offering:
	Underwriting fees				21,340				26,440				16,830				39,000
	Acquisition fees(1)
		Real estate commissions			—				—				—				—
		Advisory fees			—				—				—				—
	Other(2)				21,280				26,170				16,678				40,320
Dollar amount of cash generated from operations before deducting payments to sponsor					62,102				73,203				28,391				89,944
Amount paid to sponsor from operations:
	Property management fees				—				—				—				—
	Partnership management fees				4,233				6,350				1,410				5,228
	Reimbursements				—				—				—				—
	Leasing commissions				—				—				—				—
	Other(3)				—				—				—				—
Dollar amount of property sales and refinancing before deducting payments to sponsor
	Cash				—				—				—				—
	Notes				—				—				—				—
Amount paid to sponsor from property sales and refinancing
	Incentive fees				—				—				—				—
	Real estate commissions				—				—				—				—
	Other(4)				—				—				—				—

A-13

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				Walgreens in				Home Depot in				Walgreens in				Walgreens in
				Richmond Heights, OH				Spokane, WA				Covington, TN				Orlando, FL
Date offering commenced					10/26/04				11/09/04				11/19/04				11/30/04
Dollar amount raised				$	2,993,000			$	4,044,000			$	470,000			$	787,000
Amount paid to sponsor from proceeds of offering:
	Underwriting fees				29,930				40,440				4,700				7,870
	Acquisition fees(1)
		Real estate commissions			—				—				—				—
		Advisory fees			—				—				—				—
	Other(2)				29,921				4,019				4,601				7,652
Dollar amount of cash generated from operations before deducting payments to sponsor					72,212				—				30,933				—
Amount paid to sponsor from operations:
	Property management fees				—				—				—				—
	Partnership management fees				4,103				—				1,575				—
	Reimbursements				—				—				—				—
	Leasing commissions				—				—				—				—
	Other(3)				—				—				—				—
Dollar amount of property sales and refinancing before deducting payments to sponsor
	Cash				—				—				—				—
	Notes				—				—				—				—
Amount paid to sponsor from property sales and refinancing
	Incentive fees				—				—				—				—
	Real estate commissions				—				—				—				—
	Other(4)				—				—				—				—

A-14

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				Walgreens in				Walgreens in				Walgreens in				Home Depot in
				Glen Burnie, MD				Garfield Heights, OH				Ponca City, OK				Tacoma, WA
Date offering commenced					12/01/04				12/09/04				12/10/04				02/08/05
Dollar amount raised				$	1,328,000			$	—			$	—			$	—
Amount paid to sponsor from proceeds of offering:
	Underwriting fees				13,280				—				—				—
	Acquisition fees(1)
		Real estate commissions			—				—				—				—
		Advisory fees			—				—				—				—
	Other(2)				12,838				—				—				—
Dollar amount of cash generated from operations before deducting payments to sponsor					—				—				—				—
Amount paid to sponsor from operations:
	Property management fees				—				—				—				—
	Partnership management fees				—				—				—				—
	Reimbursements				—				—				—				—
	Leasing commissions				—				—				—				—
	Other(3)				—				—				—				—
Dollar amount of property sales and refinancing before deducting payments to sponsor
	Cash				—				—				—				—
	Notes				—				—				—				—
Amount paid to sponsor from property sales and refinancing
	Incentive fees				—				—				—				—
	Real estate commissions				—				—				—				—
	Other(4)				—				—				—				—

A-15

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				20 Other
				Programs (5)
Date offering commenced
Dollar amount raised				$	—
Amount paid to sponsor from proceeds of offering:
	Underwriting fees				—
	Acquisition fees(1)
		Real estate commissions			3,509
		Advisory fees			—
	Other(2)				—
Dollar amount of cash generated from operations before deducting payments to sponsor					4,270,666
Amount paid to sponsor from operations:
	Property management fees				740,294
	Partnership management fees				1,057,241
	Reimbursements				94,483
	Leasing commissions				158,638
	Other(3)				202,351
Dollar amount of property sales and refinancing before deducting payments to sponsor
	Cash				79,492,235
	Notes				4,175,000
Amount paid to sponsor from property sales and refinancing
	Incentive fees				—
	Real estate commissions				3,772,330
	Other(4)				719,028

A-16

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(1)	Properties are acquired with a combination of funds from offering proceeds and debt. The acquisition and development fees and the leasing commissions reported in this table include the total amount of fees paid to the sponsor or its affiliates regardless of the funding source for these costs.
(2)	Amounts primarily relate to loan coordination fees, a development fee, and reimbursement of certain offering costs paid by the sponsor.
(3)	Amounts primarily relate to construction management fees.
(4)	Amounts primarily relate to asset management fees.
(5)	The offerings of the prior programs aggregated herein were not closed within the past three years and therefore do not include any amounts raised or underwriting fees. The programs have similar investment objectives to Cole Credit Property Trust II, Inc.

A-17

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				Santa Fe Square Investors LP (Sold)
				June 1999
				2000				2001				2002				2003				2004				2005
																								(As of 3/31/05)
Gross revenues				$	2,259,295			$	2,398,989			$	1,272,655			$	—			$	—			$	—
Profit (loss) on sale of properties					—				—				5,547,845				—				—				—
Less:
	Operating expenses(4)				800,797				818,962				876,085				—				—				—
	Interest expense				262,446				257,632				203,924				—				—				—
	Depreciation(3)				254,345				287,320				203,285				—				—				—
Net income (loss) — Tax basis(6)				$	941,707			$	1,035,075			$	5,537,206			$	—			$	—			$	—
Taxable income
	— from operations			$	941,707			$	1,035,075			$	(10,639	)		$	—			$	—			$	—
	— from gain on sale				—				—				5,547,845				—				—				—
Cash generated
	— from operations(5)				1,196,052				1,322,395				192,646				—				—				—
	— from sales				—				—				3,451,259				—				—				—
	— from refinancing				—				—				11,531,507				—				—				—
Cash generated from operations, sales and refinancing					1,196,052				1,322,395				15,175,412				—				—				—
Less: Cash distributions to investors
	— from operating cash flow				842,777				880,000				696,000				—				—				—
	— from sales and refinancing				—				—				13,502,268				—				—				—
	— from other				—				—				—				—				—				—
Cash generated (deficiency) after cash distributions					353,275				442,395				977,144				—				—				—
Less: Special items (not including sales and refinancing)					—				—				—				—				—				—
Cash generated (deficiency) after cash distributions and special items				$	353,275			$	442,395			$	977,144			$	—			$	—			$	—
Tax and Distribution Data Per $1,000 Invested
Federal income tax results:
	Ordinary income (loss)
		— from operations		$	87.20			$	95.84			$	(0.99	)		$	—			$	—			$	—
		— from recapture			—				—				68.92				—				—				—
	Capital gain (loss)				—				—				444.77				—				—				—
Cash distributions to investors:
	Source (on tax basis)
		— investment income			78.03				81.48				314.65				—				—				—
		— return of capital			—				—				1,000.00				—				—				—
	Source (on cash basis)
		— sales			—				—				1,250.21				—				—				—
		— refinancing			—				—				—				—				—				—
		— operations			78.03				81.48				64.44				—				—				—
		— other			—				—				—				—				—				—
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in the table																									0	%

A-18

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				Cole Southwest Opportunity Fund LP
				April 2000
				2000				2001				2002				2003				2004				2005
																								(As of 3/31/05)
Gross revenues				$	111,878			$	99,913			$	21,844			$	5,025			$	2,223			$	700
Profit (loss) on sale of properties					—				—				(579,289	)			—				398,081				—
Less:
	Operating expenses(4)				452				30,885				452,248				390,459				259,940				90,469
	Interest expense				—				—				206,664				110,938				49,563				9,178
	Depreciation(3)				1,213				3,638				1,436,399				1,112,258				545,576				—
Net income (loss) — Tax basis(6)				$	110,213			$	65,390			$	(2,652,756	)		$	(1,608,630	)		$	(454,775	)		$	(98,947	)
Taxable income
		— from operations		$	110,213			$	65,390			$	(2,073,467	)		$	(1,608,630	)		$	(852,856	)			(98,947	)
		— from gain on sale			—				—				(579,289	)			—				398,081				—
Cash generated
		— from operations(5)			111,426				69,028				(637,068	)			(496,372	)			(307,280	)			(98,947	)
		— from sales			—				—				2,393,644				—				1,211,546				—
		— from refinancing			—				—				—				—				—				—
Cash generated from operations, sales and refinancing					111,426				69,028				1,756,576				(496,372	)			904,266				(98,947	)
Less: Cash distributions to investors
		— from operating cash flow			16,598				—				—				—				—				—
		— from sales and refinancing			—				—				—				—				—				—
		— from other			—				—				—				—				—				—
Cash generated (deficiency) after cash distributions					94,828				69,028				1,756,576				(496,372	)			904,266				(98,947	)
Less: Special items (not including sales and refinancing)					—				—				—				—				—				—
Cash generated (deficiency) after cash distributions and special items				$	94,828			$	69,028			$	1,756,576			$	(496,372	)		$	904,266			$	(98,947	)
Tax and Distribution Data Per $1,000 Invested
Federal income tax results:
	Ordinary income (loss)
		— from operations		$	12.35			$	4.70			$	(149.11	)		$	(115.68	)		$	(61.33	)		$	(7.12	)
		— from recapture			—				—				—				—				—
	Capital gain (loss)				—				—				(41.66	)			—				28.63				—
Cash distributions to investors:
	Source (on tax basis)
		— investment income			1.86				—				—				—				—				—
		— return of capital			—				—				—				—				—				—
	Source (on cash basis)
		— sales			—				—				—				—				—				—
		— refinancing			—				—				—				—				—				—
		— operations			1.86				—				—				—				—				—
		— other			—				—				—				—				—				—
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in the table																									100	%

A-19

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				Cole Desert Palms Power Center LP — (Sold)
				November 2001
				2001				2002				2003				2004				2005
																				(As of 3/31/05)
Gross revenues				$	317,225			$	3,412,505			$	3,412,222			$	11,505			$	(8,029	)
Profit (loss) on sale of properties					—				—				4,321,425				87,537				—
Less:
	Operating expenses(4)				97,390				954,504				1,151,491				116,733				1,152
	Interest expense				148,106				1,638,384				1,612,813				—				—
	Depreciation(3)				53,595				1,011,006				815,795				—				—
Net income (loss) — Tax basis(6)				$	18,134			$	(191,389	)		$	4,153,548			$	(17,691	)		$	(9,181	)
Taxable income
	— from operations			$	18,134			$	(191,389	)		$	(167,877	)		$	(105,228	)			(9,181	)
	— from gain on sale				—				—				4,321,425				87,537				—
Cash generated
	— from operations(5)				71,729				819,617				647,918				(105,228	)			(9,181	)
	— from sales				—				—				9,219,079				—				—
	— from refinancing				—				—				—				—				—
Cash generated from operations, sales and refinancing					71,729				819,617				9,866,997				(105,228	)			(9,181	)
Less: Cash distributions to investors
	— from operating cash flow				576				459,561				599,375				306,250				—
	— from sales and refinancing				—				—				—				8,082,375				—
	— from other				—				—				—				—				—
Cash generated (deficiency) after cash distributions					71,153				360,056				9,267,622				(8,493,853	)			(9,181	)
Less: Special items (not including sales and refinancing)					—				—				—				—				—
Cash generated (deficiency) after cash distributions and special items				$	71,153			$	360,056			$	9,267,622			$	(8,493,853	)(1)		$	(9,181	)
Tax and Distribution Data Per $1,000 Invested
Federal income tax results:
	Ordinary income (loss)
		— from operations		$	2.59			$	(27.34	)		$	(23.98	)		$	(15.03	)		$	(1.31	)
		— from recapture			—				—				215.86				—				—
	Capital gain (loss)				—				—				401.49				12.51				—
Cash distributions to investors:
	Source (on tax basis)
		— investment income			0.08				65.65				85.63				43.75				—
		— return of capital			—				—				—				—				—
	Source (on cash basis)
		— sales			—				—				—				1,154.63				—
		— refinancing			—				—				—				—				—
		— operations			0.08				65.65				85.63				43.75				—
		— other			—				—				—				—				—
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in the table																					0	%

A-20

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				Cole Blvd. Sq. Investors LP — (Sold)
				May 2002
				2002				2003				2004				2005
																(As of 3/31/05)
Gross revenues				$	1,885,886			$	4,404,802			$	3,444,830			$	31,247
Profit (loss) on sale of properties					—				—				8,521,296				—
Less:
	Operating expenses(4)				686,067				1,511,374				1,204,787				12,446
	Interest expense				912,735				2,028,457				1,390,517				—
	Depreciation(3)				486,358				1,354,613				1,236,383				—
Net income (loss) — Tax basis(6)				$	(199,274	)		$	(489,642	)		$	8,134,439			$	18,801
Taxable income
	— from operations			$	(199,274	)		$	(489,642	)		$	(386,857	)			18,801
	— from gain on sale				—				—				8,521,296				—
Cash generated
	— from operations(5)				287,084				864,971				849,526				18,801
	— from sales				—				—				14,423,979				—
	— from refinancing				—				—				—				—
Cash generated from operations, sales and refinancing					287,084				864,971				15,273,505				18,801
Less: Cash distributions to investors
	— from operating cash flow				102,209				1,057,611				850,000				—
	— from sales and refinancing				—				—				12,837,500				—
	— from other				—				—				—				—
Cash generated (deficiency) after cash distributions					184,875				(192,640	)			1,586,005				18,801
Less: Special items (not including sales and refinancing)					—				—				—				—
Cash generated (deficiency) after cash distributions and special items				$	184,875			$	(192,640	)		$	1,586,005			$	18,801
Tax and Distribution Data Per $1,000 Invested
Federal income tax results:
	Ordinary income (loss)
		— from operations		$	(19.93	)		$	(48.96	)		$	(38.69	)		$	1.88
		— from recapture			—				—				246.21				—
	Capital gain (loss)				—				—				605.92				—
Cash distributions to investors:
	Source (on tax basis)
		— investment income			10.22				105.76				85.00				—
		— return of capital			—				—				—				—
	Source (on cash basis)
		— sales			—				—				1,283.75				—
		— refinancing			—				—				—				—
		— operations			10.22				105.76				85.00				—
		— other			—				—				—				—
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in the table																	0	%

A-21

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				Cole Santa Fe Investors LP
				September 2002
				2002				2003				2004				2005
																(As of 3/31/05)
Gross revenues				$	1,293,152			$	2,545,914			$	2,252,104			$	569,585
Profit (loss) on sale of properties					—				—				—				—
Less:
	Operating expenses(4)				431,161				883,118				839,177				232,241
	Interest expense				581,968				1,144,762				1,142,336				278,381
	Depreciation(3)				247,530				895,291				758,595				—
Net income (loss) — Tax basis(6)				$	32,493			$	(377,257	)		$	(488,004	)		$	58,963
Taxable income
	— from operations			$	32,493			$	(377,257	)		$	(488,004	)			58,963
	— from gain on sale				—				—				—				—
Cash generated
	— from operations(5)				280,023				518,034				270,591				58,963
	— from sales				—				—				—				—
	— from refinancing				—				—				—				—
Cash generated from operations, sales and refinancing					280,023				518,034				270,591				58,963
Less: Cash distributions to investors
	— from operating cash flow				6,253				568,574				—				—
	— from sales and refinancing				—				—				—				—
	— from other				—				—				—				—
Cash generated (deficiency) after cash distributions					273,770				(50,540	)			270,591				58,963
Less: Special items (not including sales and refinancing)					—				—				—				—
Cash generated (deficiency) after cash distributions and special items				$	273,770			$	(50,540	)		$	270,591			$	58,963
Tax and Distribution Data Per $1,000 Invested
Federal income tax results:
	Ordinary income (loss)
		— from operations		$	5.26			$	(61.04	)		$	(78.97	)		$	9.54
		— from recapture			—				—				—				—
	Capital gain (loss)				—				—				—				—
Cash distributions to investors:
	Source (on tax basis)
		— investment income			1.01				92.00				—				—
		— return of capital			—				—				—				—
	Source (on cash basis)
		— sales			—				—				—				—
		— refinancing			—				—				—				—
		— operations			1.01				92.00				—				—
		— other			—				—				—				—
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in the table																	100%

A-22

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				Cole Credit Property Fund LP
				November 2002
				2002				2003				2004				2005
																(As of 3/31/05)
Gross revenues				$	—			$	3,360,284			$	4,457,358			$	1,131,513
Profit (loss) on sale of properties					—				—				—				—
Less:
	Operating expenses(4)				762				222,734				289,925				75,715
	Interest expense				—				849,115				1,470,906				373,278
	Depreciation(3)								1,351,646				1,805,318				374,847
Net income (loss) — Tax basis(6)				$	(762	)		$	936,789			$	891,209			$	307,673
Taxable income
	— from operations			$	(762	)		$	936,789			$	891,209				307,673
	— from gain on sale				—				—				—				—
Cash generated
	— from operations(5)				(762	)			2,288,435				2,696,527				682,520
	— from sales				—				—				—				—
	— from refinancing				—				—				—				—
Cash generated from operations, sales and refinancing					(762	)			2,288,435				2,696,527				682,520
Less: Cash distributions to investors
	— from operating cash flow				—				1,400,125				2,187,497				552,398
	— from sales and refinancing				—				—				—				—
	— from other				—				—				—				—
Cash generated (deficiency) after cash distributions					(762	)			888,310				509,030				130,122
Less: Special items (not including sales and refinancing)					—				—				—				—
Cash generated (deficiency) after cash distributions and special items				$	(762	)		$	888,310			$	509,030			$	130,122
Tax and Distribution Data Per $1,000 Invested
Federal income tax results:
	Ordinary income (loss)
		— from operations		$	(0.47	)		$	37.47			$	35.65			$	12.31
		— from recapture			—				—				—				—
	Capital gain (loss)				—				—				—				—
Cash distributions to investors:
	Source (on tax basis)
		— investment income			—				56.01				87.50				22.10
		— return of capital			—				—				—				—
	Source (on cash basis)
		— sales			—				—				—				—
		— refinancing			—				—				—				—
		— operations			—				56.01				87.50				22.10
		— other			—				—				—				—
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in the table																	100%

A-23

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				Cole Credit Property												Cole Collateralized
				Fund II LP												Senior Notes, LLC
				July 2003												September 2003
				2003				2004				2005				2003				2004				2005
												(As of 3/31/05)				(2)				(2)				(As of 3/31/05)
Gross revenues				$	128,655			$	3,758,639			$	1,201,904			$	162,409			$	5,087,274			$	1,248,366
Profit (loss) on sale of properties					—				—				—				—				6,332,735				439,222
Less:
	Operating expenses(4)				8,574				165,315				55,109				7,327				304,377				58,745
	Interest expense				6,438				1,345,798				471,682				248,806				4,128,321				1,212,965
	Depreciation(3)				21,234				1,667,189				381,931				52,656				1,574,516				263,492
Net income (loss) — Tax basis(6)				$	92,409			$	580,337			$	293,182			$	(146,380	)		$	5,412,795			$	152,386
Taxable income
	— from operations			$	92,409			$	580,337			$	293,182			$	(146,380	)		$	(919,940	)		$	(286,836	)
	— from gain on sale				—				—				—				—				6,332,735				439,222
Cash generated
	— from operations(5)				113,643				2,247,526				675,113				(93,724	)			654,576				(23,344	)
	— from sales				—				—				—				—				25,913,341				—
	— from refinancing				—				—				—				—				—				—
Cash generated from operations, sales and refinancing					113,643				2,247,526				675,113				(93,724	)			26,567,917				(23,344	)
Less: Cash distributions to investors
	— from operating cash flow				18,795				1,567,247				1,020,603				—				—				—	(2)
	— from sales and refinancing				—				—				—				—				—				—
	— from other				—				—				—				—				—				—
Cash generated (deficiency) after cash distributions					94,848				680,279				(345,490	)			(93,724	)			26,567,917				(23,344	)
Less: Special items (not including sales and refinancing)					—				—				—				—				—				—
Cash generated (deficiency) after cash distributions and special items				$	94,848			$	680,279			$	(345,490	)		$	(93,724	)		$	26,567,917			$	(23,344	)
Tax and Distribution Data Per $1,000 Invested
Federal income tax results:
	Ordinary income (loss)
		— from operations		$	6.56			$	23.69			$	11.97			$	—			$	—			$	—	(2)
		— from recapture			—				—				—				—				—				—
	Capital gain (loss)				—				—				—				—				—				—
Cash distributions to investors:
	Source (on tax basis)
		— investment income			1.33				63.98				41.67				—				—				—	(2)
		— return of capital			—				—				—				—				—				—
	Source (on cash basis)
		— sales			—				—				—				—				—				—
		— refinancing			—				—				—				—				—				—
		— operations			1.33				63.98				41.67				—				—				—
		— other			—				—				—				—				—				—
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in the table													100	%											100	%

A-24

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				Cole Collateralized								Cole Collateralized				Cole Credit Property
				Senior Notes II, LLC								Senior Notes III, LLC				Trust, Inc.
				February 2004								January 2005				April 2004
				2004				2005				2005				2004				2005
				(2)				(As of 3/31/05)				(As of 3/31/05)								(As of 3/31/05)
Gross revenues				$	1,822,545			$	1,083,409			$	—			$	961,150			$	1,387,653
Profit (loss) on sale of properties					—				—				—				—				—
Less:
	Operating expenses(4)				98,921				711,661				37				126,681				180,877
	Interest expense				2,095,747				1,093,822				24,035				287,849				533,634
	Depreciation(3)				379,572				135,264				—				279,010				432,202
Net income (loss) — Tax basis(6)				$	(751,695	)		$	(857,338	)		$	(24,072	)		$	267,610			$	240,940
Taxable income
	— from operations			$	(751,695	)		$	(857,338	)		$	(24,072	)		$	267,610			$	240,940
	— from gain on sale				—				—				—				—				—
Cash generated
	— from operations(5)				(372,123	)			(722,074	)			(24,072	)			546,620				673,142
	— from sales				16,927,937				—				—				—				—
	— from refinancing				—				—				—				—				—
Cash generated from operations, sales and refinancing					16,555,814				(722,074	)			(24,072	)			546,620				673,142
Less: Cash distributions to investors
	— from operating cash flow				—				—	(2)			—	(2)			132,344				379,252
	— from sales and refinancing				—				—				—				—				—
	— from other				—				—				—				—				—
Cash generated (deficiency) after cash distributions					16,555,814				(722,074	)			(24,072	)			414,276				293,890
Less: Special items (not including sales and refinancing)					—				—				—				—				—
Cash generated (deficiency) after cash distributions and special items				$	16,555,814			$	(722,074	)		$	(24,072	)		$	414,276			$	293,890
Tax and Distribution Data Per $1,000 Invested
Federal income tax results:
	Ordinary income (loss)
		— from operations		$	—			$	—	(2)		$	—	(2)		$	9.42			$	8.48
		— from recapture			—				—				—				—				—
	Capital gain (loss)				—				—				—				—				—
Cash distributions to investors:
	Source (on tax basis)
		— investment income			—				—	(2)			—	(2)			4.66				13.34
		— return of capital			—				—				—				—				—
	Source (on cash basis)
		— sales			—				—				—				—				—
		— refinancing			—				—				—				—				—
		— operations			—				—				—				4.66				13.34
		— other			—				—				—				—				—
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in the table									100	%			N/A								72	%

A-25

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				Staples-								Mimi’s Café-								Walgreens-
				Tulsa, OK								Lone Tree, CO								Windsor, CO
				February 2004								April 2004								June 2004
				2004				2005				2004				2005				2004				2005
								(As of 3/31/05)								(As of 3/31/05)								(As of 3/31/05)
Gross revenues				$	189,058			$	74,819			$	92,614			$	50,275			$	135,696			$	88,250
Profit (loss) on sale of properties					—				—				—				—				—				—
Less:
	Operating expenses(4)				1,579				1,005				1,900				900				1,684				1,125
	Interest expense				—				—				—				—				53,114				39,835
	Depreciation(3)				—				—				—				—				—				—
Net income (loss) — Tax basis(6)				$	187,479			$	73,814			$	90,714			$	49,375			$	80,898			$	47,290
Taxable income
	— from operations			$	187,479			$	73,814			$	90,714			$	49,375			$	80,898			$	47,290
	— from gain on sale				—				—				—				—				—				—
Cash generated
	— from operations(5)				187,479				73,814				90,714				49,375				80,898				47,290
	— from sales				—				—				—				—				—				—
	— from refinancing				—				—				—				—				—				—
Cash generated from operations, sales and refinancing					187,479				73,814				90,714				49,375				80,898				47,290
Less: Cash distributions to investors
	— from operating cash flow				158,709				72,381				76,045				42,813				56,436				46,710
	— from sales and refinancing				—				—				—				—				—				—
	— from other				—				—				—				—				—				—
Cash generated (deficiency) after cash distributions					28,770				1,433				14,669				6,562				24,462				580
Less: Special items (not including sales and refinancing)					—				—				—				—				—				—
Cash generated (deficiency) after cash distributions and special items				$	28,770			$	1,433			$	14,669			$	6,562			$	24,462			$	580
Tax and Distribution Data Per $1,000 Invested
Federal income tax results:
	Ordinary income (loss)
		— from operations		$	45.33			$	17.85			$	37.09			$	20.19			$	30.31			$	17.72
		— from recapture			—				—				—				—				—				—
	Capital gain (loss)				—				—				—				—				—				—
Cash distributions to investors:
	Source (on tax basis)
		— investment income			38.37				17.50				31.09				17.50				21.14				17.50
		— return of capital			—				—				—				—				—				—
	Source (on cash basis)
		— sales			—				—				—				—				—				—
		— refinancing			—				—				—				—				—				—
		— operations			38.37				17.50				31.09				17.50				21.14				17.50
		— other			—				—				—				—				—				—
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in the table									100%								100%								100%

A-26

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				Walgreens-								Walgreens-								Walgreens-
				Goldsboro, NC								Hamilton, OH								Carlsbad, NM
				June 2004								July 2004								July 2004
				2004				2005				2004				2005				2004				2005
								(As of 3/31/05)								(As of 3/31/05)								(As of 3/31/05)
Gross revenues				$	101,750			$	82,500			$	126,522			$	96,500			$	73,750			$	73,750
Profit (loss) on sale of properties					—				—				—				—				—				—
Less:
	Operating expenses(4)				1,416				1,155				3,060				2,254				2,537				2,541
	Interest expense				36,706				35,908				45,878				41,707				25,328				32,106
	Depreciation(3)				—				—				—				—				—				—
Net income (loss) — Tax basis(6)				$	63,628			$	45,437			$	77,584			$	52,539			$	45,885			$	39,103
Taxable income
	— from operations			$	63,628			$	45,437			$	77,584			$	52,539			$	45,885				39,103
	— from gain on sale				—				—				—				—				—				—
Cash generated
	— from operations(5)				63,628				45,437				77,584				52,539				45,885				39,103
	— from sales				—				—				—				—				—				—
	— from refinancing				—				—				—				—				—				—
Cash generated from operations, sales and refinancing					63,628				45,437				77,584				52,539				45,885				39,103
Less: Cash distributions to investors
	— from operating cash flow				40,334				44,973				34,958				51,906				26,006				38,640
	— from sales and refinancing				—				—				—				—				—				—
	— from other				—				—				—				—				—				—
Cash generated (deficiency) after cash distributions					23,294				464				42,626				633				19,879				463
Less: Special items (not including sales and refinancing)					—				—				—				—				—				—
Cash generated (deficiency) after cash distributions and special items				$	23,294			$	464			$	42,626			$	633			$	19,879			$	463
Tax and Distribution Data Per $1,000 Invested
Federal income tax results:
	Ordinary income (loss)
		— from operations		$	24.76			$	17.68			$	26.16			$	17.71			$	20.04			$	17.08
		— from recapture			—				—				—				—				—				—
	Capital gain (loss)				—				—				—				—				—				—
Cash distributions to investors:
	Source (on tax basis)
		— investment income			15.69				17.50				11.79				17.50				11.36				16.88
		— return of capital			—				—				—				—				—				—
	Source (on cash basis)
		— sales			—				—				—				—				—				—
		— refinancing			—				—				—				—				—				—
		— operations			15.69				17.50				11.79				17.50				11.36				16.88
		— other			—				—				—				—				—				—
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in the table									100%								100%								100%

A-27

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			Walgreens-								Walgreens-								Walgreens-
			Willimantic, CT								Edgewood, NM								Fairborn, OH
			September 2004								September 2004								September 2004
			2004				2005				2004				2005				2004				2005
							(As of 3/31/05)								(As of 3/31/05)								(As of 3/31/05)
Gross revenues			$	55,160			$	88,650			$	28,330				68,910			$	30,209			$	86,125
Profit (loss) on sale of properties				—				—				—				—				—				—
Less:
	Operating expenses(4)			2,660				4,275				1,326				3,258				1,943				4,757
	Interest expense			14,900				37,249				5,527				29,260				6,797				35,984
	Depreciation(3)			—				—				—				—				—				—
Net income (loss) — Tax basis(6)			$	37,600			$	47,126			$	21,477			$	36,392			$	21,469			$	45,384
Taxable income
	— from operations		$	37,600				47,126			$	21,477				36,392			$	21,469			$	45,384
	— from gain on sale			—				—				—				—				—				—
Cash generated
	— from operations(5)			37,600				47,126				21,477				36,392				21,469				45,384
	— from sales			—				—				—				—				—				—
	— from refinancing			—				—				—				—				—				—
Cash generated from operations, sales and refinancing				37,600				47,126				21,477				36,392				21,469				45,384
Less: Cash distributions to investors
	— from operating cash flow			—				59,547				—				27,189				—				48,043
	— from sales and refinancing			—				—				—				—				—				—
	— from other			—				—				—				—				—				—
Cash generated (deficiency) after cash distributions				37,600				(12,421	)			21,477				9,203				21,469				(2,659	)
Less: Special items (not including sales and refinancing)				—				—				—				—				—				—
Cash generated (deficiency) after cash distributions and special items			$	37,600			$	(12,421	)		$	21,477			$	9,203			$	21,469			$	(2,659	)
Tax and Distribution Data Per $1,000 Invested
Federal income tax results:
	Ordinary income (loss)
	— from operations		$	13.69			$	17.16			$	11.64			$	17.05			$	8.12			$	17.16
	— from recapture			—				—				—				—				—				—
	Capital gain (loss)			—				—				—				—				—				—
Cash distributions to investors:
	Source (on tax basis)
	— investment income			—				21.68				—				12.74				—			$	18.17
	— return of capital			—				—				—				—				—				—
	Source (on cash basis)
	— sales			—				—				—				—				—				—
	— refinancing			—				—				—				—				—				—
	— operations			—				21.68				—				12.74				—				18.17
	— other			—				—				—				—				—				—
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in the table								100	%							100	%							100	%

A-28

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			Walgreens-								Walgreens-								Walgreens-
			Slidell, LA								Westheimer, TX								Richmond Heights, OH
			November 2004								October 2004								October 2004
			2004				2005				2004				2005				2004				2005
							(As of 3/31/05)								(As of 3/31/05)								(As of 3/31/05)
Gross revenues			$	—			$	37,649			$	14,637			$	123,750			$	—			$	108,387
Profit (loss) on sale of properties				—				—				—				—				—				—
Less:
	Operating expenses(4)			—				1,547				580				4,931				—				4,376
	Interest expense			—				9,121				—				48,160				—				35,902
	Depreciation(3)			—				—				—				—				—				—
Net income (loss) — Tax basis(6)			$	—			$	26,981			$	14,057			$	70,659			$	—			$	68,109
Taxable income
	— from operations		$	—			$	26,981			$	14,057			$	70,659			$	—			$	68,109
	— from gain on sale			—				—				—				—				—				—
Cash generated
	— from operations(5)			—				26,981				14,057				70,659				—				68,109
	— from sales			—				—				—				—				—				—
	— from refinancing			—				—				—				—				—				—
Cash generated from operations, sales and refinancing				—				26,981				14,057				70,659				—				68,109
Less: Cash distributions to investors
	— from operating cash flow			—				7,091				—				49,889				—				48,501
	— from sales and refinancing			—				—				—				—				—				—
	— from other			—				—				—				—				—				—
Cash generated (deficiency) after cash distributions				—				19,890				14,057				20,770				—				19,608
Less: Special items (not including sales and refinancing)				—				—				—				—				—				—
Cash generated (deficiency) after cash distributions and special items			$	—			$	19,890			$	14,057			$	20,770			$	—			$	19,608
Tax and Distribution Data Per $1,000 Invested
Federal income tax results:
	Ordinary income (loss)
	— from operations		$	—			$	16.03			$	4.11			$	18.12			$	—			$	22.76
	— from recapture			—				—				—				—				—				—
	Capital gain (loss)			—				—				—				—				—				—
Cash distributions to investors:
	Source (on tax basis)
	— investment income			—				4.21				—				12.79				—				16.20
	— return of capital			—				—				—				—				—				—
	Source (on cash basis)
	— sales			—				—				—				—				—				—
	— refinancing			—				—				—				—				—				—
	— operations			—				4.21				—				12.79				—				16.20
	— other			—				—				—				—				—				—
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in the table								100	%							100	%							100	%

A-29

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			Home Depot-								Walgreens-								Walgreens-
			Spokane, WA								Orlando, FL								Glen Burnie, MD
			November 2004								November 2004								November 2004
			2004				2005				2004				2005				2004				2005
							(As of 3/31/05)								(As of 3/31/05)								(As of 3/31/05)
Gross revenues			$	—			$	—			$	—			$	—			$	—			$	—
Profit (loss) on sale of properties				—				—				—				—				—				—
Less:
	Operating expenses(4)			—				—				—				—				—				—
	Interest expense			—				—				—				—				—				—
	Depreciation(3)			—				—				—				—				—				—
Net income (loss) — Tax basis(6)			$	—			$	—			$	—			$	—			$	—			$	—
Taxable income
	— from operations		$	—			$	—			$	—			$	—			$	—			$	—
	— from gain on sale			—				—				—				—				—				—
Cash generated
	— from operations(5)			—				—				—				—				—				—
	— from sales			—				—				—				—				—				—
	— from refinancing			—				—				—				—				—				—
Cash generated from operations, sales and refinancing				—				—				—				—				—				—
Less: Cash distributions to investors
	— from operating cash flow			—				—				—				—				—				—
	— from sales and refinancing			—				—				—				—				—				—
	— from other			—				—				—				—				—				—
Cash generated (deficiency) after cash distributions				—				—				—				—				—				—
Less: Special items (not including sales and refinancing)				—				—				—				—				—				—
Cash generated (deficiency) after cash distributions and special items			$	—			$	—			$	—			$	—			$	—			$	—
Tax and Distribution Data Per $1,000 Invested
Federal income tax results:
	Ordinary income (loss)
	— from operations		$	—			$	—			$	—			$	—			$	—			$	—
	— from recapture			—				—				—				—				—				—
	Capital gain (loss)			—				—				—				—				—				—
Cash distributions to investors:
	Source (on tax basis)
	— investment income			—				—				—				—				—				—
	— return of capital			—				—				—				—				—				—
	Source (on cash basis)
	— sales			—				—				—				—				—				—
	— refinancing			—				—				—				—				—				—
	— operations			—				—				—				—				—				—
	— other			—				—				—				—				—				—
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in the table								100	%							100	%							100	%

A-30

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			Walgreens-								Walgreens-								Walgreens-								Home Depot-
			Covington, TN								Garfield Heights, OH								Ponca City, OK								Tacoma, WA
			December 2004								December 2004								December 2004								February 2005
			2004				2005				2004				2005				2004				2005				2005
							(As of 3/31/05)								(As of 3/31/05)								(As of 3/31/05)				(As of 3/31/05)
Gross revenues			$	—			$	41,946			$	—			$	—			$	—			$	—			$	—
Profit (loss) on sale of properties				—				—				—				—				—				—				—
Less:
	Operating expenses(4)			—				1,731				—				—				—				—				—
	Interest expense			—				10,857				—				—				—				—				—
	Depreciation(3)			—				—				—				—				—				—				—
Net income (loss) — Tax basis(6)			$	—			$	29,358			$	—			$	—			$	—			$	—			$	—
Taxable income
	— from operations		$	—			$	29,358			$	—			$	—			$	—			$	—			$	—
	— from gain on sale			—				—				—				—				—				—				—
Cash generated
	— from operations(5)			—				29,358				—				—				—				—				—
	— from sales			—				—				—				—				—				—				—
	— from refinancing			—				—				—				—				—				—				—
Cash generated from operations, sales and refinancing				—				29,358				—				—				—				—				—
Less: Cash distributions to investors
	— from operating cash flow			—				9,913				—				—				—				—				—
	— from sales and refinancing			—				—				—				—				—				—
	— from other			—				—				—				—				—				—				—
Cash generated (deficiency) after cash distributions				—				19,445				—				—				—				—				—
Less: Special items (not including sales and refinancing)				—				—				—				—				—				—				—
Cash generated (deficiency) after cash distributions and special items			$	—			$	19,445			$	—			$	—			$	—			$	—			$	—
Tax and Distribution Data Per $1,000 Invested
Federal income tax results:
	Ordinary income (loss)
	— from operations		$	—			$	62.46			$	—			$	—			$	—			$	—			$	—
	— from recapture			—				—				—				—				—				—				—
	Capital gain (loss)			—				—				—				—				—				—				—
Cash distributions to investors:
	Source (on tax basis)
	— investment income			—				21.09				—				—				—				—				—
	— return of capital			—				—				—				—				—				—				—
	Source (on cash basis)
	— sales			—				—				—				—				—				—				—
	— refinancing			—				—				—				—				—				—				—
	— operations			—				21.09				—				—				—				—				—
	— other			—				—				—				—				—				—				—
Amount (in percentage terms) remaining invested in program properties at the end of last year reported in the table								100	%							0	%							0	%			0	%

A-31

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(1)	The liquidating distribution of cash from the sale and 4th quarter operating results was made in 2004.
(2)	Investors in this program receive interest at 91/4% per annum, which is included in interest expense. Therefore, tax and cash distribution data per $1,000 invested is not applicable.
(3)	Amortization of organizational costs is computed over a period of 60 months. Depreciation of commercial real property is determined on the straight-line method over an estimated useful life of 39 years. Leasehold interests are amortized over the life of the lease.
(4)	Operating expenses include management fees paid to affiliates for such services as accounting, property supervision, etc.
(5)	Cash generated from operations generally includes net income plus depreciation and amortization plus any decreases in accounts receivable and accrued rental income or increases in accounts payable minus any increases in accounts receivable and accrued rental income or decreases in accounts payable. In addition, cash generated from operations is reduced for any property costs related to development projects and is increased by proceeds when the project is sold (usually in less than twelve months).
(6)	The partnerships maintain their books on a tax basis of accounting rather than a GAAP basis. There are several potential differences in tax and GAAP basis, including, among others; (a) tax basis accounting does not take certain income or expense accruals into consideration at the end of each fiscal year, (b) rental income is recorded on a tax basis, as it is received where it is accrued on a straight-line basis over the life of the lease for GAAP, and (c) all properties are recorded at cost and depreciated over their estimated useful life on a tax basis even if they qualify as a direct financing lease for GAAP purposes. These differences generally result in timing differences between fiscal years but total operating income over the life of the partnership will not be significantly different between the two basis of accounting.

A-32

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								Fiesta Plaza				Palm Lane				Alta Mesa				Thunderbird				McRay
				Vista Plaza				Income				Office Income				Retail Income				Plaza Value				Plaza
Program Name				Investors LP				Investors LP				Investors LP				Investors LP				Enhancement LP				Investors LP
Dollar amount raised				$	900,000			$	2,425,000			$	475,000			$	2,575,000			$	3,025,000			$	2,275,000
Number of properties purchased					1				1				1				1				1				1
Date of closing of offering					10/5/95				04/16/96				03/16/94				02/25/97				11/24/97				03/13/96
Date of first sale of property					11/22/99				12/22/99				06/12/00				02/06/01				03/28/01				04/11/01
Date of final sale of property					11/22/99				12/22/99				06/12/00				02/06/01				03/28/01				04/11/01
Tax and Distribution Data Per $1,000 Investment Through 3/31/05
Federal income tax results:
Ordinary income (loss)
	— from operations				381				370				(245	)			301				193				496
	— from recapture				75				66				250				68				132				237
Capital gain (loss)					457				299				1,124				233				478				438
Deferred gain
	— Capital				—				—				—				—				—				—
	— Ordinary				—				—				—				—				—				—
Cash distributions to investors
	Source (on Tax Basis)(1)
		— Investment income			667,952				1,421,698				407,883				1,223,459				1,927,417				2,140,048
		— Return of capital			900,000				2,425,000				475,000				2,575,000				3,025,000				2,275,000
	Source (on cash basis)
		— Sales			1,115,027				2,878,718				616,075				2,720,301				2,817,910				3,074,119
		— Refinancing			—				—				—				—				1,650,000				—
		— Operations			452,925				967,980				266,808				1,078,158				484,507				1,340,929
		— Other			—				—				—				—				—				—
Receivable on net purchase money financing					—				—				—				—				—				—

A-33

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								McCormick								Sun City												Regal Square
								Ranch Office				Cole Arizona				Grand Retail				3001 East				Mesa Retail				Value
				Fiesta Palms				Income				Retail Income				Income				Camelback				Income				Enhancement
Program Name				Investors LP				Investors LP				Investors LP				Investors LP				Investors LP				Investors LP				Investors LP
Dollar amount raised				$	700,000			$	735,000			$	3,200,000			$	2,750,000			$	600,000			$	1,100,000			$	2,300,000
Number of properties purchased					1				1				2				1				1				1				1
Date of closing of offering					01/05/95				12/16/94				09/02/97				01/15/98				11/04/94				04/26/96				05/19/97
Date of first sale of property					06/12/01				06/29/01				03/23/01				01/29/02				02/05/02				05/31/02				06/19/02
Date of final sale of property					06/12/01				06/29/01				07/11/01				01/29/02				02/05/02				05/31/02				06/19/02
Tax and Distribution Data Per $1,000 Investment Through 3/31/05
Federal income tax results:
Ordinary income (loss)
	— from operations				(229	)			337				261				325				(162	)			366				419
	— from recapture				347				279				63				71				420				102				90
Capital gain (loss)					782				1,981				493				309				1,284				504				485
Deferred gain
	— Capital				—				—				—				—				—				—				—
	— Ordinary				—				—				—				—				—				—				—
Cash distributions to investors
	Source (on Tax Basis)(1)
		— Investment income			660,604				1,464,634				1,973,564				1,495,964				786,060				874,280				1,788,779
		— Return of capital			700,000				735,000				3,200,000				2,750,000				600,000				1,100,000				2,300,000
	Source (on cash basis)
		— Sales			856,030				1,636,551				4,014,352				3,164,836				1,021,266				1,246,616				2,873,330
		— Refinancing			—				—				—				—				—				—				—
		— Operations			504,574				563,083				1,159,212				1,081,128				364,794				727,664				1,215,449
		— Other			—				—				—				—				—				—				—
Receivable on net purchase money financing					—				—				—				—				—				—				—

A-34

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												Sun Valley								Grand				North Phoenix				Arden Square
				Scottsdale				Santa Fe				Value				Dobson				Canyon				Value				Value
				Retail Income				Square				Enhancement				Square				Office				Enhancement				Enhancement
Program Name				Investors LP				Investors LP				Investors LP				Investors LP				Investors LP				Investors LP				Investors LP
Dollar amount raised				$	6,500,000			$	10,800,000			$	2,500,000			$	1,800,000			$	1,070,000			$	2,050,000			$	2,000,000
Number of properties purchased					1				1				1				1				1				1				1
Date of closing of offering					01/07/97				06/14/00				01/11/99				09/25/95				10/12/95				02/28/97				08/25/97
Date of first sale of property					07/12/02				02/14/02				10/25/02				12/24/02				04/28/03				04/30/03				12/16/02
Date of final sale of property					07/12/02				09/26/02				12/30/02				12/24/02				04/28/03				04/30/03				12/16/02
Tax and Distribution Data Per $1,000 Investment Through 3/31/05
Federal income tax results:
Ordinary income (loss)
	— from operations				379				230				136				781				161				617				272
	— from recapture				105				69				59				136				338				103				106
Capital gain (loss)					221				445				480				851				1,454				381				370
Deferred gain
	— Capital				—				—				—				—				—				—				—
	— Ordinary				—				—				—				—				—				—				—
Cash distributions to investors
	Source (on Tax Basis)(1)
		— Investment income			3,868,802				5,363,615				1,186,350				2,261,340				1,682,452				1,900,289				1,222,229
		— Return of capital			6,500,000				10,800,000				2,500,000				1,800,000				1,070,000				2,050,000				2,000,000
	Source (on cash basis)
		— Sales			6,500,000				13,502,268				3,167,600				2,592,864				2,088,640				2,409,980				2,189,600
		— Refinancing			—				—				—				—				—				—				—
		— Operations			3,868,802				2,661,347				518,750				1,468,476				663,812				1,540,309				1,032,629
		— Other			—				—				—				—				—				—				—
Receivable on net purchase money financing					—				—				—				—				—				—				—

A-35

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												Cole
				Cole Desert				Siete Square				Boulevard
				Palms Power				Retail Income				Square
Program Name				Center LP				Investors LP				Investors LP
Dollar amount raised				$	7,500,000			$	1,875,000			$	10,000,000
Number of properties purchased					1				1				1
Date of closing of offering					12/31/01				09/14/98				11/25/02
Date of first sale of property					12/30/03				02/20/04				09/10/04
Date of final sale of property					12/30/03				02/20/04				09/10/04
Tax and Distribution Data Per $1,000 Investment Through 3/31/05
Federal income tax results:
Ordinary income (loss)
	— from operations				(71	)			(154	)			(108	)
	— from recapture				216				1,313				246
Capital gain (loss)					422				(578	)			606
Deferred gain
	— Capital				—				—				—
	— Ordinary				—				—				—
Cash distributions to investors
	Source (on Tax Basis)(1)
		— Investment income			1,948,137				837,544				4,847,320
		— Return of capital			7,500,000				1,875,000				10,000,000
	Source (on cash basis)
		— Sales			8,082,375				1,899,975				12,837,500
		— Refinancing			—				—				—
		— Operations			1,365,762				812,569				2,009,820
		— Other			—				—				—
Receivable on net purchase money financing					—				—				—

A-36

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(1)

The partnerships maintain their books on a tax basis of accounting rather than on a GAAP basis. There are potential differences in accounting for cash distributions on a tax basis and GAAP basis, the most significant of which is that partnership syndication costs, which includes securities commissions and other costs, would be recorded as a reduction of capital for GAAP purposes, which would result in lower return of capital and higher investment income amounts on a GAAP basis than on a tax basis.

A-37

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											Selling Price, Net of Closing Costs and GAAP Adjustments
											Cash								Purchase Money				Adjustments
											Received Net				Mortgage				Mortgage Taken				Resulting from
			Date				Date				of Closing				Balance at				Back by				Application of
Property			Acquired				of Sale				Costs				Time of Sale				Program				GAAP(7)				Total(4)
Sun City Grand Retail Income Investors LP				11/97				1/02			$	3,197,902			$	—			$	—			$	—			$	3,197,902
3001 East Camelback Investors LP				9/94				2/02				1,051,213				1,454,550				—				—				2,505,763
Santa Fe Square Investors LP — Pad Sales				3/99				2/02				648,733				—				—				—				648,733
Mesa Retail Income Investors LP				5/96				5/02				1,523,302				—				—				—				1,523,302
Regal Square Value Enhancement Investors LP				4/97				6/02				3,227,211				—				—				—				3,227,211
Scottsdale Retail Income Investors LP				9/96				7/02				6,806,510				450,748				—				—				7,257,258
Cole Southwest Opportunity Fund LP — Las Vegas Land				9/00				6/02				2,393,644				—				—				—				2,393,644	(8)
Santa Fe Square Investors LP				7/99				9/02	(1)			2,802,526				15,382,902				—				—				18,185,428
Sun Valley Value Enhancement Investors LP				12/98				10/02				408,989				—				2,400,000	(2)			—				2,808,989
Sun Valley Value Enhancement Investors LP — Pad Sale				12/98				12/02				400,635				—				—				—				400,635
Dobson Square Investors LP				8/95				12/02				3,026,237				—				—				—				3,026,237
Arden Square Value Enhancement Investors LP				6/97				12/02				719,493				—				1,775,000	(3)			—				2,494,493
Grand Canyon Office Investors LP				3/95				4/03				1,629,802				1,824,070				—				—				3,453,872
North Phoenix Value Enhancement Investors LP				11/96				4/03				2,282,924				—				—				—				2,282,924
Cole Desert Palms Power Center LP				11/01				12/03				9,219,079				21,041,765				—				—				30,260,844
Cole Southwest Opportunity Fund LP — Las Vegas Telecom Land Sale				11/00				1/04				702,856				—				—				—				702,856	(9)
Siete Square Retail Income Investors LP				7/98				2/04				2,825,034				1,632,235				—				—				4,457,269
Cole Boulevard Square Investors LP				7/02				9/04				14,423,979				27,205,776				—				—				41,629,755
Cole Southwest Opportunity Fund LP — Las Vegas Telecom Land Sale				11/00				10/04				508,690				—				—				—				508,690	(15)
Cole Collateralized Senior Notes, LLC — Restaurant sales(6)				12/03				6/04-3/05				24,238,139				9,648,121				—				—				33,886,260	(10)
	— TIC interests in Staples in Tulsa, OK			12/03				6/04				773,335				2,800,000				—				—				3,573,335	(11)
	— TIC interests in Mimi’s Café Lone Tree, CO			12/03				6/04				278,141				1,361,168				—				—				1,639,309	(11)
	— TIC interests in Walgreens Windsor, CO			6/04				9/04				2,393,460				2,871,000				—				—				5,264,460	(11)

A-38

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			Cost of Properties Including Closing and Soft Costs
															Excess (Deficiency) of
			Original				Total Acquisition Cost,								Property Operating
			Mortgage				Capital Improvements,								Cash Receipts Over
Property			Financing				Closing and Soft Costs(5)				Total				Cash Expenditures
Sun City Grand Retail Income Investors LP			$	—			$	2,411,259			$	2,411,259			$	1,186,097
3001 East Camelback Investors LP				1,000,000				822,276				1,822,276				355,878
Santa Fe Square Investors LP — Pad Sales				—				150,000				150,000				—
Mesa Retail Income Investors LP				—				1,053,310				1,053,310				611,815
Regal Square Value Enhancement Investors LP				—				1,980,952				1,980,952				1,469,388
Scottsdale Retail Income Investors LP				—				5,943,802				5,943,802				3,322,176
Cole Southwest Opportunity Fund LP — Las Vegas Land				—				3,212,377				3,212,377				(69,830	)
Santa Fe Square Investors LP				3,443,065				10,381,619				13,824,684				3,343,964
Sun Valley Value Enhancement Investors LP				—				1,974,822				1,974,822				714,301
Sun Valley Value Enhancement Investors LP — Pad Sale				—				100,000				100,000				—
Dobson Square Investors LP				—				1,693,969				1,693,969				1,765,005
Arden Square Value Enhancement Investors LP				—				1,779,561				1,779,561				873,311
Grand Canyon Office Investors LP				—				2,314,208				2,314,208				898,878
North Phoenix Value Enhancement Investors LP				—				1,640,448				1,640,448				1,551,353
Cole Desert Palms Power Center LP				21,400,000				6,468,210				27,868,210				1,380,074
Cole Southwest Opportunity Fund LP
	— Las Vegas Telecom Land Sale			—				554,072				554,072				(11,742	)
Siete Square Retail Income Investors LP				1,800,000				1,659,816				3,459,816				410,455
Cole Boulevard Square Investors LP				27,720,000				7,984,871				35,704,871				2,001,581
Cole Southwest Opportunity Fund LP
	— Las Vegas Telecom Land Sale			—				400,973				400,973				7,668
Cole Collateralized Senior Notes, LLC
	— Restaurant sales(6)			18,587,181				8,527,344				27,114,525				1,307,972
	— TIC interests in Staples in Tulsa, OK			2,800,000				773,335				3,573,335				87,156
	— TIC interests in Mimi’s Café Lone Tree, CO			1,361,168				278,141				1,639,309				56,390
	— TIC interests in Walgreens Windsor, CO			3,900,000				1,364,460				5,264,460				48,793

A-39

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											Selling Price, Net of Closing Costs and GAAP Adjustments
																			Purchase
											Cash								Money				Adjustments
											Received Net				Mortgage				Mortgage Taken				Resulting from
			Date				Date				of Closing				Balance at				Back by				Application of
Property			Acquired				of Sale				Costs				Time of Sale				Program				GAAP(7)				Total(4)
Cole Collateralized Senior Notes, LLC
	—TIC interests in Walgreens Goldsboro, NC			06/04				11/04				2,303,985				2,611,510				—				—				4,915,495	(11)
	—TIC interests in Walgreens Hamilton, OH			07/04				10/04				2,668,047				3,033,250				—				—				5,701,297	(11)
	—TIC interests in Walgreens Carlsbad, NM			07/04				12/04				2,046,107				2,335,000				—				—				4,381,107	(11)
	—TIC interests in Walgreens Willimantic, CN			09/04				11/04				2,466,690				2,709,000				—				—				5,175,690	(11)
	—TIC interests in Walgreens Fairborn, OH			09/04				11/04				2,372,750				2,617,000				—				—				4,989,750	(11)
	—TIC interests in Walgreens Edgewood, NM			09/04				3/05				1,903,340				2,128,000				—				—				4,031,340	(11)
	—TIC interests in Walgreens Richmond, OH(12)			10/04				3/05				2,700,564				2,992,117				—				—				5,692,681	(11)
	—TIC interests in Walgreens Westheimer, TX			10/04				3/05				3,526,680				4,032,000				—				—				7,558,680	(11)
	—TIC interests in Walgreens Slidell, LA(13)			10/04				2/05				1,502,861				1,667,783				—				—				3,170,644	(11)
	—TIC interests in Home Depot Spokane, WA(14)			10/04				3/05				3,606,093				4,018,751				—				—				7,624,844	(11)
	—TIC interests in Walgreens Covington, TN(16)			10/04				2/05				419,328				460,122				—				—				879,450	(11)
	—TIC interests in Walgreens Orlando, FL(17)			10/04				3/05				695,134				765,156				—				—				1,460,290	(11)
	—TIC interests in Walgreens Glen Burnie, MD(18)			11/04				3/05				1,145,729				1,283,797				—				—				2,429,526	(11)

A-40

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			Cost of Properties Including Closing and Soft Costs
			Original				Total Acquisition Cost,								Excess (Deficiency) of
			Mortgage				Capital Improvements,								Property Operating Cash
Property			Financing				Closing and Soft Costs(5)				Total				Receipts Over Cash Expenditures
Cole Collateralized Senior Notes, LLC
	—TIC interests in Walgreens Goldsboro, NC			3,691,000				1,224,495				4,915,495				41,197
	—TIC interests in Walgreens Hamilton, OH			4,321,000				1,380,298				5,701,298				49,394
	—TIC interests in Walgreens Carlsbad, NM			3,298,000				1,083,107				4,381,107				39,608
	—TIC interests in Walgreens Willimantic, CN			4,000,000				1,175,689				5,175,689				35,170
	—TIC interests in Walgreens Fairborn, OH			3,944,000				1,045,750				4,989,750				37,949
	—TIC interests in Walgreens Edgewood, NM			3,200,000				831,340				4,031,340				36,744
	—TIC interests in Walgreens Richmond, OH(12)			4,800,000				1,643,970				6,443,970				68,176
	—TIC interests in Walgreens Westheimer, TX			5,800,000				1,758,679				7,558,679				61,184
	—TIC interests in Walgreens Slidell, LA(13)			3,200,000				967,240				4,167,240				13,619
	—TIC interests in Home Depot Spokane, WA(14)			16,760,000				4,983,250				21,743,250				132,832
	—TIC interests in Walgreens Covington, TN(16)			3,064,000				942,170				4,006,170				6,253
	—TIC interests in Walgreens Orlando, FL(17)			3,490,709				1,122,101				4,612,810				43,657
	—TIC interests in Walgreens Glen Burnie, MD(18)			3,369,000				3,006,675				6,375,675				60,717

A-41

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	(1)	The property was sold to Cole Santa Fe Investors, LP, a new limited partnership sponsored by Cole.
	(2)	Amount is shown at face value and does not represent the discounted current value. The interest rate on the note was 8% per annum, with monthly interest only payments and principal due in December 2002. The seller note was paid in full in December 2002.
	(3)	Amount is shown at face value and does not represent the discounted current value. The interest rate on the note was 8% per annum, with monthly interest only payments and principal due in June 2003. The seller note was paid in full in June 2003.
	(4)	None of the amounts are being reported for tax purposes on the installment basis. See Table IV for allocation of the taxable gains between ordinary and capital income for all sales except as noted in footnotes (8), (9), (10), and (11).
	(5)	The amounts shown do not include a pro rata share of the original offering costs. There were no carried interests received in lieu of commissions in connection with the acquisition of the property.
	(6)	Amounts represent the combined amounts of eighteen restaurants sold in separate transactions.
	(7)	As the financial statements are prepared on an income tax basis, there are no GAAP adjustments included herein.
	(8)	The sale resulted in no ordinary income and a capital gain of approximately $579,000.
	(9)	The sale resulted in no ordinary income and a capital gain of approximately $291,000.

(10)	The sales resulted in no ordinary income and capital gains totaling approximately $6,333,000.
(11)	Amounts herein relate to the sale of tenant-in-common interests in a single-tenant commercial property. There was no gain or loss related to the sales as the interests in the property were sold at cost, with each purchaser acquiring their interest with cash and the assumption of a pro-rata portion of any existing loan on the property.
(12)	Amounts relate to the sale of an aggregate 84% interest in the property to various tenant-in-common investors through the Cole Capital Partners Tenant-in-Common Program.
(13)	Amounts relate to the sale of an aggregate 72% interest in the property to various tenant-in-common investors through the Cole Capital Partners Tenant-in-Common Program.
(14)	Amounts relate to the sale of an aggregate 33% interest in the property to various tenant-in-common investors through the Cole Capital Partners Tenant-in-Common Program.
(15)	The sale resulted in no ordinary income and a capital gain of approximately $107,000.
(16)	Amounts relate to the sale of an aggregate 21% interest in the property to various tenant-in-common investors through the Cole Capital Partners Tenant-in-Common Program.
(17)	Amounts relate to the sale of an aggregate 30% interest in the property to various tenant-in-common investors through the Cole Capital Partners Tenant-in-Common Program.
(18)	Amounts relate to the sale of an aggregate 35% interest in the property to various tenant-in-common investors through the Cole Capital Partners Tenant-in-Common Program.

A-42

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A — INVESTMENT
•		Enter the dollars and cents amount of the purchase and the number of shares to be purchased. Minimum purchase $2,500. Check the box to indicate whether this is an initial or an additional investment. The “Additional Investment” box must be checked in order for this subscription to be combined with another subscription for purposes of a volume discount. A completed Subscription Agreement is required for each initial and additional investment.
•		Check the box to indicate if the Registered Representative chooses to purchase common stock net of selling commissions.
B — TYPE OF OWNERSHIP
•		FOR NON-CUSTODIAL OWNERSHIP ACCOUNTS, please mail the properly completed and executed Subscription Agreement/Signature Page and your check made payable to “WELLS FARGO BANK, N.A., ESCROW AGENT FOR COLE CREDIT PROPERTY TRUST II” to: Cole Capital Corporation, 2555 East Camelback Road, Suite 400, Phoenix, AZ 85016, Attn: Investor Services. If you have questions, please call 866-341-2653. FOR CUSTODIAL OWNERSHIP ACCOUNTS, checks should be made payable to the CUSTODIAN and sent along with this properly completed and executed form to the Custodian.
•		Check the appropriate box to indicate the type of entity that is subscribing. (Entities for non-custodial ownership accounts appear on the left side; entities for custodial ownership accounts appear on the right side.) If this is an additional purchase, this should be completed exactly the same as a previous investment. If the entity is a pension or profit sharing plan, indicate whether it is taxable or exempt from taxation under Section 501A of the Internal Revenue Code. Note: “Pension or Profit Sharing Plan” appears under non-custodial ownership as well as custodial ownership – check non-custodial ownership if the plan has a trustee; custodial ownership if the plan has a custodian. If you check the Individual Ownership box and you wish to designate a Transfer on Death beneficiary, you may check the “TOD” box and you must fill out the Transfer on Death Form in order to effect the designation.
•		Enter the exact name of the custodian or trustee and mailing address. If this is an additional purchase by a qualified plan, please use the same exact plan name as previously used.
•		The custodian must complete this box by entering its custodian Tax ID number (for tax purposes), custodial account number and its telephone number.
C — SUBSCRIBER INFORMATION
•		For non-custodial ownership accounts, enter the exact name in which the shares are to be held. For co-subscribers enter the names of all subscribers. For custodial ownership accounts, enter FBO the name of the subscriber.
•		Enter mailing address, city, state, and zip code of the subscriber. Note: The custodian or trustee of custodial ownership accounts is the mailing address or address of record completed in Section B.
•		Enter home telephone, business telephone and e-mail address.
•		Enter birth date of subscriber and co-subscriber, if applicable, or date of incorporation.

B-1

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•		Enter the Social Security number of subscriber and co-subscriber, if applicable. The subscriber is certifying that this number is correct. For custodial ownership accounts, enter the subscriber’s Social Security number (for identification purposes). Enter Tax ID number, if applicable.
•		Check the appropriate box. If the subscriber is a non-resident alien, he must apply to the United States Internal Revenue Service for an identification number via Form SS-4 for an individual or SS-5 for a corporation, and supply the number to the Company as soon as it is available.
•		Check this box if the subscriber is an employee of Cole or an individual who has been continuously affiliated with Cole as an independent contractor.
D — DISTRIBUTION OPTIONS
		CHECK THE APPROPRIATE BOX TO INDICATE DISTRIBUTIONS OPTIONS FOR NON-CUSTODIAL OWNERSHIP ACCOUNTS.
•		Check if you desire distributions to be mailed to address of record in Section C, above.
•		Check if you desire to participate in the Distribution Reinvestment Program.
•		If a subscriber desires direct deposit of his/her cash distributions to an account or address other than as set forth in the Subscription Agreement/ Signature Page, check the preferred option and complete the required information. For ACH, indicate whether it is a checking or savings account, and enter the name of the institution/individual, mailing address, ABA number, and account number. A VOIDED CHECK MUST BE ENCLOSED, if applicable. CHECK THE APPROPRIATE BOX TO INDICATE DISTRIBUTION OPTIONS FOR CUSTODIAL OWNERSHIP ACCOUNTS.
•		Check if you desire distributions to be mailed to a custodian.
•		Check if you desire to participate in the Distribution Reinvestment Program.
E — SIGNATURE
•		The Subscription Agreement/Signature Page must be executed by the subscriber(s), and if applicable, the trustee or custodian.
F — BROKER/DEALER REGISTERED REPRESENTATIVE
•		Enter the Registered Representative’s name, address, Broker/Dealer Representative ID number, telephone number, and e-mail address. Also, enter the name of the broker/dealer, home/office address, and Broker/Dealer Client Account number. By executing the Subscription Agreement/Signature Page, the Registered Representative substantiates compliance with the conduct rules of the NASD, by certifying that the Registered Representative has reasonable grounds to believe, based on information obtained from the investor concerning his, her or its investment objectives, other investments, financial situation and needs and any other information known by such Registered Representative, that investment in the Company is suitable for such investor in light of his, her or its financial position, net worth and other suitability characteristics and that the Registered Representative has informed the investor of all pertinent facts relating to the liability, liquidity and marketability of an investment in the Company during its term. The Registered Representative (authorized signature) should sign where provided.
•		Check the box to indicate whether the Registered Representative chooses to purchase common stock net of selling commissions.
G — REGISTERED INVESTMENT ADVISOR (RIA)
•		Check the box to indicate whether this subscription was solicited or recommended by an investment advisor/broker/dealer whose agreement with the subscriber includes a fixed or “wrap” fee feature for advisory and related brokerage services, and, accordingly, may not charge the regular selling commission. No sales commissions are paid on these accounts. This box must be checked in order for such subscriber(s) to purchase shares net of the selling commissions.

B-2

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SUBMISSION OF SUBSCRIPTION
FOR NON-CUSTODIAL OWNERSHIP ACCOUNTS, the properly completed and executed Subscription Agreement/Signature Page together with a check made payable to “WELLS FARGO BANK, N.A., ESCROW AGENT FOR COLE CREDIT PROPERTY TRUST II” should be mailed to: Cole Capital Corporation, 2555 East Camelback Road, Suite 400, Phoenix, AZ 85016, Attn: Investor Services. FOR CUSTODIAL OWNERSHIP ACCOUNTS, checks should be made payable to the CUSTODIAN and sent, along with this properly completed and executed form, to the Custodian.
NOTE: If a person other than the person in whose name the shares will be held is reporting the income received from the Company, you must notify the Company in writing of that person’s name, address and Social Security number.
ALL INVESTORS AND THEIR REGISTERED REPRESENTATIVES MUST SIGN THE SUBSCRIPTION AGREEMENT/SIGNATURE PAGE PRIOR TO TENDERING ANY FUNDS FOR INVESTMENT IN SHARES.

B-3

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• COLE • CREDIT PROPERTY TRUST II, INC.	For Prospectus dated June 27, 2005

Purchase of Cole Credit Property Trust II, Inc. Shares		o Initial Subscription (Minimum $2,500)		o Check Enclosed for Subscription Amount
		o Additional Subscription (Minimum $1,000)
$   =   × $10		o REGISTERED REPRESENTATIVE PURCHASE		o Subscription Amount Wired
Total $ Invested       =  # of Shares × $10		A completed Subscription Agreement is required for each initial and additional investment.

o Individual Ownership		o Corporate Ownership		o Uniform Gifts to Minors Act: State of
o Joint Tenants with Right of Survivorship		o Partnership Ownership		Custodian for
o Community Property		o LLC Ownership		o Pension or Profit Sharing Plan
o Tenants-in-Common		o TOD (Fill out TOD Form to effect designation)		o Taxableo  Exempt under §501A
o Trust (Specify, i.e., Family, Living, Revocable, etc.)		o Other (specify)		oame of Trustee/Other Administrator
o Taxableo  Grantor A or B
Date Trust Established
Name of Trustee/Other Administrator

CUSTODIAL OWNERSHIP (Make check payable to the custodian listed and send ALL paperwork directly to the custodian.) o  Traditional IRA o  Roth IRA o  Simplified Employee Pension/Trust (S.E.P.) o  KEOGH o  Pension or Profit Sharing Plan     o Taxable   o Exempt under §501A Name of Trustee/Other Administrator    o  Other (specify) ------------------------		CUSTODIAN INFORMATION o  Sterling Trust Company (set up fee waived and annual fees discounted) or o  oame of Custodian or Trustee   Mailing Address   City    State    Zip    Custodian Taxpayer ID # o o o - o o - o o o Custodian Account # o o o o o o o o o o o o o o o o o o Custodian Telephone No. o o o - o o o - o o o o

Subscriber Name ------------------------ o Mr.o  Mrs.o  Ms. Social Security # or Taxpayer ID # o o o - o o -  o o o Date of Birth/Date of Incorporation o o - o o -  o o o o Mailing Address   City ----------------------State ----------Zip    Home Telephone No. o o o - o o o -  o o o o Business Telephone No. o o o - o o o -  o o o o		Co- Subscriber ------------------------ o Mr.o  Mrs.o  Ms. Social Security # o o o - o o - o o o Date of Birth o o - o o - o o o o (Co-Subscriber) Residence Address (if different from mailing address)   City ----------------------State ----------Zip    E-mail Address   Please Indicate Citizenship Status o U.S. Citizeno  Resident Alieno  Non-Resident Alien o  Employee or Affiliate

Name of Interested Party   Street Address or P.O. Box   City    State    Zip    E-mail Address (optional)		Name of Firm -------------------------------------------- Business Telephone No. o  o o - o o o -  o o o o Facsimile Telephone No. o o o - o o o -  o o o o

• COLE • CREDIT PROPERTY TRUST II, INC.	2555 East Camelback Road, Suite 400 • Phoenix, Arizona 85016

© 2005 Cole Companies, CCPT2-AGMI-01	Phone 866-341-2653

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D —	DISTRIBUTION OPTIONS : NON-CUSTODIAL OWNERSHIP ACCOUNTS

o	Distribution Reinvestment Program: Subscriber elects to participate in the Distribution Reinvestment Program described in the Prospectus.
o	Distributions directed to:

City	State	Zip

o	Distribution Reinvestment Program: Subscriber elects to participate in the Distribution Reinvestment Program described in the Prospectus

E —	SUBSCRIBER SIGNATURES

I hereby acknowledge and/or represent (or in the case of fiduciary accounts, the person authorized to sign on my behalf) the following:				Owner		Joint Owner
a.		I have received the prospectus relating to the shares, wherein the terms and conditions of the offering of the shares are described.		a. Initials		Initials
b.		I (we) either: (i) have a net worth (excluding home, home furnishings and automobiles) of at least $45,000 and had during the last year or estimate that I (we) will have in the current year gross income of at least $45,000; or (ii) have a net worth (excluding home, home furnishings and automobiles) of at least $150,000, or that I (we) meet such higher suitability requirements as may be required by my state of residence and set forth in the prospectus under “Suitability Standards”. In the case of sales to fiduciary accounts, the suitability standards must be met by the beneficiary, the fiduciary account or by the donor or grantor who directly or indirectly supplies the funds for the purchase of the shares.		b. Initials		Initials
c.		If I am a resident of Arizona, California, Iowa, Michigan or Tennessee, I have either (i) a net worth of at least $225,000 or (ii) a gross annual income of at least $60,000 and a net worth of at least $60,000.		c. Initials		Initials
d.		If I am a resident of Maine, I have either (i) a net worth of at least $200,000 or (ii) a gross annual income of at least $50,000 and a net worth of at least $60,000.		d. Initials		Initials
e.		If I am a resident of Kansas, I acknowledge that it is recommended that I should invest no more than 10% of my liquid net worth in the Shares and the securities of other real estate investment trusts.		e. Initials		Initials
f.		If I am a resident of Ohio, Massachusetts or Pennsylvania, I have either (i) a net worth of at least $250,000 or (ii) a minimum gross annual income of at least $70,000 and a minimum net worth of at least $70,000 and my maximum investment in the Company and its affiliates will not exceed 10% of my net worth.		f. Initials		Initials
g.		I am purchasing the shares for my own account or if I am (we are) purchasing shares on behalf of a trust or other entity of which I am (we are) trustee(s) or authorized agent(s) I (we) have due authority to execute the Subscription Agreement/ Signature Page and do hereby legally bind the trust or other entity of which I am (we are) trustee(s) or authorized agent(s).		g. Initials		Initials
h.		I acknowledge that the shares are not liquid.		h. Initials		Initials

Signature of Subscriber		Signature of Co-Subscriber, if applicable		Authorized Signature (Custodian or Trustee, if applicable)		Date

F —	BROKER/DEALER: — REGISTERED REPRESENTATIVE Broker/Dealer Data — Completed by selling Registered Representative (please use representative’s address — not home office)

City	State	Zip

City	State	Zip

Registered Representative’s Telephone

-

-

o

Check only if subscription is made through the RIA in its capacity as an RIA and not in its capacity as a Registered Representative, if applicable, whose agreement with the subscriber includes a fixed or “wrap” fee feature for advisory and related brokerage services. If an owner or principal or any member of the RIA firm is an NASD licensed Registered Representative affiliated with a broker/dealer, the transaction should be conducted through that broker/dealer, not through the RIA.

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C-1

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	(i) prior to the time of such reinvestment, the Participant has received the final prospectus and any supplements thereto offering interests in the Subsequent Program and such prospectus allows investment pursuant to a distribution reinvestment plan;
	(ii) a registration statement covering the interests in the Subsequent Program has been declared effective under the Securities Act of 1933, as amended;
	(iii) the offering and sale of such interests are qualified for sale under the applicable state securities laws;
	(iv) the Participant executes the subscription agreement included with the prospectus for the Subsequent Program; and
	(v) the Participant qualifies under applicable investor suitability standards as contained in the prospectus for the Subsequent Program.

C-2

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	(i) prior to the time of such reinvestment, the Participant has received the final prospectus and any supplements thereto offering interests in the Subsequent Program and such prospectus allows investment pursuant to a distribution reinvestment plan;
	(ii) a registration statement covering the interests in the Subsequent Program has been declared effective under the Securities Act of 1933, as amended;
	(iii) the offering and sale of such interests are qualified for sale under the applicable state securities laws;
	(iv) the Participant executes the subscription agreement included with the prospectus for the Subsequent Program; and
	(v) the Participant qualifies under applicable investor suitability standards as contained in the prospectus for the Subsequent Program.

C-3

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C-4

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ALPHABETICAL INDEX		Page
Cautionary Note Regarding Forward-Looking Statements			42
Conflicts of Interest			65
Description of Shares			112
Estimated Use of Proceeds			43
Experts			135
Federal Income Tax Considerations			90
Financial Information			F-1
How to Subscribe			134
Investment by Tax-Exempt Entities and ERISA Considerations			106
Investment Objectives and Policies			70
Legal Matters			135
Management			45
Management Compensation			59
Our Operating Partnership Agreement			126
Plan of Operation			84
Plan of Distribution			130
Prior Performance Summary			87
Prior Performance Tables			A-1
Prospectus Summary			6
Questions and Answers About This Offering			1
Risk Factors			18
Stock Ownership			64
Suitability Standards			i
Summary of Distribution Reinvestment Plan			123
Supplemental Sales Material			135
Where You Can Find More Information			135

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