0000891092-14-004124 Sample Contracts

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”).

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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.

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").

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