BlackRock Preferred Partners LLC Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • August 12th, 2011 • BlackRock Preferred Partners LLC • New York

AGREEMENT, dated as of __________, 2011, is between BlackRock Preferred Partners LLC, a limited liability company organized and existing under the laws of the State of Delaware having its principal office and place of business at 100 Bellevue Parkway, Wilmington, Delaware 19809 (the “Fund”) and The Bank of New York Mellon, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

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BlackRock Preferred Partners LLC Amended and Restated Limited Liability Company Agreement June 6, 2012
Limited Liability Company Agreement • June 8th, 2012 • BlackRock Preferred Partners LLC • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of BLACKROCK PREFERRED PARTNERS LLC, is made as of June 6, 2012 and shall be effective as of this date.

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 27th, 2012 • BlackRock Preferred Partners LLC • New York

EXPENSE LIMITATION AGREEMENT, dated as of July 27, 2012, by and between BlackRock Advisors, LLC (“BlackRock”) and BlackRock Preferred Partners LLC (the “Fund”).

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 25th, 2013 • BlackRock Preferred Partners LLC • New York

EXPENSE LIMITATION AGREEMENT, dated as of June 6, 2013, by and between BlackRock Advisors, LLC (“BlackRock”) and BlackRock Preferred Partners LLC (the “Fund”).

DISTRIBUTION AGREEMENT
Distribution Agreement • August 12th, 2011 • BlackRock Preferred Partners LLC • Delaware

AGREEMENT made as of [ ], 2011 by and between BlackRock Preferred Partners LLC, a Delaware limited liability company (the "Fund"), and BlackRock Investments, LLC, a Delaware limited liability company (the "Distributor").

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 12th, 2011 • BlackRock Preferred Partners LLC • New York

AGREEMENT, dated _______________, 2011, between BlackRock Preferred Partners LLC (the "Fund"), a Delaware limited liability company, and BlackRock Advisors, LLC (the "Advisor"), a Delaware limited liability company.

AMENDMENT TO ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • May 27th, 2014 • BlackRock Preferred Partners LLC • Delaware

This AMENDMENT (the "Amendment") is made as of December 19, 2012 (the “Effective Date”), by and between BLACKROCK PREFERRED PARTNERS LLC, a Delaware Limited Liability Company (the “Fund”), and THE BANK OF NEW YORK MELLON, through its Alternative Investment Services group (the “BNYM-AIS”).

SUBSCRIPTION AGREEMENT
Subscription Agreement • August 12th, 2011 • BlackRock Preferred Partners LLC

THIS SUBSCRIPTION AGREEMENT is entered into as of the __ day of ______, 2011, between BlackRock Preferred Partners LLC, a limited liability company organized and existing under the laws of Delaware (the "Fund"), and BlackRock Holdco 2, Inc. (the "Purchaser").

AMENDMENT TO SELLING AGREEMENT
Selling Agreement • July 14th, 2014 • BlackRock Preferred Partners LLC

This AMENDMENT TO SELLING AGREEMENT (“Amendment”) is made effective as of July 29, 2013 (the “Effective Date”), by and among BlackRock Investments, LLC (the “Distributor”), BlackRock Preferred Partners LLC (the “Fund”) and Ameriprise Financial Services, Inc. (“Ameriprise Financial”).

DEALER AGREEMENT
Dealer Agreement • May 27th, 2014 • BlackRock Preferred Partners LLC • New York

BlackRock Investments, LLC ("Distributor") serves as the distributor for the sale of units of limited liability company interests ("Units") in BlackRock Preferred Partners LLC (the "Fund"), a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), pursuant to a distribution agreement with the Fund. Distributor and Morgan Stanley Smith Barney LLC ("Dealer") hereby agree that Dealer will participate in the distribution of Units, subject to the terms of this Dealer Agreement ("Agreement"), dated as of the ____ day of August 2011.

SUB-INVESTMENT ADVISORY AGREEMENT
Sub-Investment Advisory Agreement • August 12th, 2011 • BlackRock Preferred Partners LLC • New York

AGREEMENT dated __________, 2011, among BlackRock Preferred Partners LLC (the "Fund"), a Delaware limited liability company, BlackRock Advisors, LLC, a Delaware limited liability company (the "Advisor"), and BlackRock Financial Management, Inc., a Delaware corporation (the "Sub-Advisor").

ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • August 12th, 2011 • BlackRock Preferred Partners LLC • New York

AGREEMENT made as of _________, 2011, by and between BlackRock Preferred Partners LLC (the “Fund”), and The Bank of New York Mellon, a corporation organized under the laws of the State of New York (“BNYM”), acting through its Alternative Investment Services division or any successor division or business unit (together with BNYM, “BNYM-AIS”).

AMERIPRISE FINANCIAL SERVICES, INC. SELLING AGREEMENT
Selling Agreement • May 27th, 2014 • BlackRock Preferred Partners LLC

BlackRock Preferred Partners LLC (the "Fund"), a limited liability company, is registered under the Investment Company Act of 1940 (the "Investment Company Act") as a non-diversified, closed-end management investment company. BlackRock Advisors, LLC serves as the Fund's investment advisor (the "Advisor") and BlackRock Financial Management, Inc. serves as the Fund's investment sub-advisor (the "Sub-Advisor"). BlackRock Investments, LLC is registered as a broker-dealer under the Securities Exchange Act of 1934 (the "Exchange Act"), and acts as distributor (the "Distributor") of limited liability company interests in the Fund (the "Units").

FORM OF DEALER AGREEMENT
Form of Dealer Agreement • August 24th, 2011 • BlackRock Preferred Partners LLC • New York

BlackRock Investments, LLC ("Distributor") serves as the distributor for the sale of units of limited liability company interests ("Units") in BlackRock Preferred Partners LLC (the "Fund"), a closed-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), pursuant to a distribution agreement with the Fund. Distributor and Morgan Stanley Smith Barney LLC ("Dealer") hereby agree that Dealer will participate in the distribution of Units, subject to the terms of this Dealer Agreement ("Agreement"), dated as of the [●] day of August 2011.

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