0001437749-13-005355 Sample Contracts

PORTFOLIO MANAGEMENT AGREEMENT dated as of April 30, 2013 between JMP CREDIT ADVISORS CLO II LTD., Issuer and JMP CREDIT ADVISORS LLC, Manager
Portfolio Management Agreement • May 6th, 2013 • JMP Group Inc. • Security brokers, dealers & flotation companies • New York

This Portfolio Management Agreement, dated as of April 30, 2013, is entered into by and between JMP Credit Advisors CLO II Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (together with successors and assigns permitted hereunder, the "Issuer"), and JMP Credit Advisors LLC ("JMP"), a limited liability company organized under the laws of the State of Delaware, as portfolio manager (in such capacity, together with its permitted successors and assigns, the "Manager").

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COLLATERAL ADMINISTRATION AGREEMENT
Collateral Administration Agreement • May 6th, 2013 • JMP Group Inc. • Security brokers, dealers & flotation companies • New York

THIS COLLATERAL ADMINISTRATION AGREEMENT, dated as of April 30, 2013 (as amended, modified or supplemented from time to time, the “Agreement”), is made by and among JMP CREDIT ADVISORS CLO II LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Issuer”), JMP CREDIT ADVISORS LLC, a Delaware limited liability company (together with its permitted successors and assigns, the “Portfolio Manager”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as collateral administrator (in such capacity, the “Collateral Administrator” and its permitted successors and assigns).

INDENTURE dated as of April 30, 2013 among JMP CREDIT ADVISORS CLO II LTD., Issuer JMP CREDIT ADVISORS CLO II LLC, Co-Issuer and U.S. BANK NATIONAL ASSOCIATION, as Trustee
Indenture • May 6th, 2013 • JMP Group Inc. • Security brokers, dealers & flotation companies • New York

INDENTURE, dated as of April 30, 2013, among JMP Credit Advisors CLO II Ltd., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the "Issuer"), JMP Credit Advisors CLO II LLC, a Delaware limited liability company (the "Co-Issuer" and, together with the Issuer, the "Co-Issuers"), and U.S. Bank National Association, as trustee (herein, together with its permitted successors and assigns in the trusts hereunder, the "Trustee").

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