BlackRock Alternatives Allocation TEI Portfolio LLC Sample Contracts

BlackRock Alternatives Allocation TEI Portfolio LLC Limited Liability Company Agreement August 26, 2011
Limited Liability Company Agreement • March 8th, 2012 • BlackRock Alternatives Allocation TEI Portfolio LLC • Delaware

THIS LIMITED LIABILITY COMPANY AGREEMENT of BLACKROCK ALTERNATIVES ALLOCATION TEI PORTFOLIO LLC, is made as of August 26, 2011 and shall be effective as of this date.

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AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • July 10th, 2013 • BlackRock Alternatives Allocation TEI Portfolio LLC • New York

EXPENSE LIMITATION AGREEMENT, dated as of June 6, 2013, by and between BlackRock Advisors, LLC ("BlackRock") and BlackRock Alternatives Allocation TEI Portfolio LLC (the "Fund").

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SUB-INVESTMENT ADVISORY AGREEMENT
Sub-Investment Advisory Agreement • March 8th, 2012 • BlackRock Alternatives Allocation TEI Portfolio LLC • New York
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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • March 8th, 2012 • BlackRock Alternatives Allocation TEI Portfolio LLC • New York

AGREEMENT, dated _______________, 2012, among the following parties, each of which is a Delaware limited liability company: BlackRock Alternatives Allocation TEI Portfolio LLC (the "Feeder Fund"), BlackRock Alternatives Allocation Master Portfolio LLC (the "Master Fund," together with the Feeder Fund, the "Funds"), and BlackRock Advisors, LLC (the "Advisor"), a Delaware limited liability company.

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FORM OF DISTRIBUTION AGREEMENT
Distribution Agreement • March 8th, 2012 • BlackRock Alternatives Allocation TEI Portfolio LLC • Delaware

AGREEMENT made as of __________, 2012 by and between each of the investment companies listed on Exhibit A, attached hereto, as such Exhibit may be amended from time to time (each a "Fund," and collectively the "Funds"), severally and not jointly, and BlackRock Investments, LLC, a Delaware limited liability company (the "Distributor").

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FORM OF DEALER AGREEMENT
Dealer Agreement • March 8th, 2012 • BlackRock Alternatives Allocation TEI Portfolio LLC • New York

BlackRock Investments, LLC ("Distributor") serves as the distributor for the sale of units of limited liability company interests ("Units") in BlackRock Alternatives Allocation Portfolio LLC (the "Core Fund"), BlackRock Alternatives Allocation TEI Portfolio LLC (the "TEI Core Fund" and, together with the Core Fund, the "Non-FB Funds"), BlackRock Alternatives Allocation FB Portfolio LLC (the "FB Core Fund") and BlackRock Alternatives Allocation FB TEI Portfolio LLC (the "FB TEI Core Fund" and, together with the FB Core Fund, the "FB Funds", and the FB Funds together with the Non-FB Funds, the "Funds"), each 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 each Fund. Distributor and ________________________________ ("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

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