PLACEMENT AGENT AGREEMENT
EXHIBIT 8(a)
AGREEMENT made as of the 1st day of October, 2008, between BLACKROCK MASTER LLC, a Delaware
limited liability company (the “Master LLC”), on behalf of itself and each of its series listed on
Exhibit A (each, a “Portfolio”) and BLACKROCK INVESTMENTS, INC., a Delaware corporation (the
“Placement Agent”).
W I T N E S S E T H :
WHEREAS, the Master LLC has filed a registration statement (the “Registration Statement”)
pursuant to Section 8(b) of the Investment Company Act of 1940, as amended (the “Investment Company
Act”); and
WHEREAS, the Directors (the “Directors”) are authorized to establish separate series relating
to separate portfolios of securities, each of which may offer beneficial interests in its specific
series of the Master LLC; and
WHEREAS, the Directors have established and designated the Portfolios as series of the Master
LLC, and authorized them to offer shares of beneficial interests (the “Shares”); and
WHEREAS, the Master LLC and the Placement Agent wish to enter into an agreement with each
other with respect to the distribution of Shares (the “Agreement”).
NOW, THEREFORE, the parties agree as follows:
Section 1. Appointment of the Placement Agent; Private Offering.
(a) The Master LLC hereby appoints the Placement Agent as placement agent in connection with
the distribution of the Shares.
(b) The Placement Agent understands that: (i) The Shares are not being registered under the
Securities Act of 1933, as amended (the “Securities Act”); (ii) Such Shares are to be issued solely
in private placement transactions that do not involve any “public offering” within the meaning of
Section 4(2) of the Securities Act; (iii) Investments in the Portfolios may be made only by a
limited number of institutional investors, including investment companies, common or commingled
trust funds, group trusts and certain other “accredited investors” within the meaning of Regulation
D under the Securities Act; (iv) The Registration Statement is not intended to constitute an offer
to sell, or the solicitation of an offer to buy, the Shares.
(c) In carrying out its duties hereunder, the Placement Agent agrees that it will act in a
manner consistent with the foregoing and, unless otherwise instructed by the Master LLC in writing,
will not take any actions that would cause the Master LLC to make a “public offering” within the
meaning of Section 4(2) of the Securities Act.
Section 2. Exclusive Nature of Duties. The Placement Agent shall be the exclusive
representative of the Portfolios to act as placement agent in respect of the distribution of the
Shares, except that:
(a) The Master LLC may, with respect to any Portfolio, upon written notice to the Placement
Agent, from time to time designate other placement agents with respect to areas other than the
United States as to which the Placement Agent may have expressly waived in writing its right to act
as such. If such designation is deemed exclusive, the right of the Placement Agent under this
Agreement in respect of such areas so designated shall terminate, but this Agreement shall remain
otherwise in full effect until terminated in accordance with the other provisions hereof.
(b) The exclusive right granted to the Placement Agent hereunder shall not apply to Shares
issued in connection with the merger or consolidation of any other investment company or personal
holding company with a Portfolio or the acquisition by purchase or otherwise of all (or
substantially all) the assets or the outstanding shares of any such company by a Portfolio.
(c) Such exclusive right also shall not apply to Shares issued by a Portfolio pursuant to
reinvestment of dividends or capital gains distributions.
(d) Such exclusive right also shall not apply to Shares issued by a Portfolio pursuant to any
conversion, exchange or reinstatement privilege afforded redeeming shareholders or to any other
Shares as shall be agreed between the Master LLC and the Placement Agent from time to time.
Section 3. Duties of the Master LLC.
(a) The Master LLC shall furnish to the Placement Agent copies of all information, financial
statements and other papers that the Placement Agent may reasonably request for use in connection
with its duties hereunder, and this shall include, upon request by the Placement Agent, one
certified copy of all financial statements prepared for the Master LLC by independent public
accountants.
(b) Consistent with Section 1 hereof, the Master LLC shall use its best efforts to qualify and
maintain the qualification of the Shares for sale under the securities laws of such jurisdictions
as the Placement Agent and the Master LLC may approve. Any such qualification may be withheld,
terminated or withdrawn by the Master LLC at any time in its discretion. The expense of
qualification and maintenance of qualification shall be borne by the Master LLC. The Placement
Agent shall furnish such information and other material relating to its affairs and activities as
may be required by the Master LLC in connection with such qualification.
(c) The Master LLC will furnish to the Placement Agent, in reasonable quantities upon request
by the Placement Agent, copies of annual and interim reports of the Portfolios.
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Section 4. Duties of the Placement Agent.
(a) The Placement Agent shall devote reasonable time and effort to its duties hereunder. The
services of the Placement Agent to the Master LLC hereunder are not to be deemed exclusive and
nothing herein contained shall prevent the Placement Agent from entering into like arrangements
with other investment companies so long as the performance of its obligations hereunder is not
impaired thereby.
(b) In performing its duties hereunder, the Placement Agent shall use its best efforts in all
respects duly to conform with the requirements of all applicable laws relating to the sale of
securities. Neither the Placement Agent nor any other person is authorized by the Master LLC to
give any information or to make any representations, other than those contained in the Master LLC’s
registration statement or any sales literature specifically approved by the Master LLC.
Section 5. Payment of Expenses.
(a) The Master LLC shall bear all costs and expenses of the Portfolios, including fees and
disbursements of its counsel and auditors, in connection with the preparation and filing of any
required registration statements under the Investment Company Act, and all amendments and
supplements thereto, and preparing and mailing annual and interim reports and proxy materials to
shareholders (including but not limited to the expense of setting in type any such registration
statements, or interim reports or proxy materials).
(b) The Master LLC shall bear any cost and expenses of qualification of the Shares for sale
pursuant to this Agreement and, if necessary or advisable in connection therewith, of qualifying
the Master LLC as a broker or dealer in such states of the United States or other jurisdictions as
shall be selected by the Master LLC and the Placement Agent pursuant to Section 3 hereof and the
cost and expenses payable to each such state for continuing qualification therein until the Master
LLC decides to discontinue such qualification pursuant to Section 3 hereof.
Section 6. Indemnification.
(a) Each Portfolio, severally and not jointly, shall indemnify and hold harmless the Placement
Agent and each person, if any, who controls the Placement Agent against any loss, liability, claim,
damage or expense (including the reasonable cost of investigating or defending any alleged loss,
liability, claim, damage or expense and reasonable counsel fees incurred in connection therewith),
as incurred, arising by reason of any person acquiring any Shares of the respective Portfolio,
which may be based upon the Securities Act, or on any other statute or at common law, on the ground
that any registration statement or other offering materials, as from time to time amended and
supplemented, or an annual or interim report to the shareholders of such Portfolio, includes an
untrue statement of a material fact or omits to state a material fact required to be stated therein
or necessary in order to make the statements therein not misleading, unless such statement or
omission was made in reliance upon, and in conformity with, information furnished to the Master LLC
in connection therewith by or on behalf of the Placement Agent; provided, however, that in no case
(i) is the indemnity of a Portfolio in favor of the Placement Agent and any such controlling
persons to be deemed to protect such Placement
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Agent or any such controlling persons thereof against any liability to such Portfolio or its
shareholders to which the Placement Agent or any such controlling persons would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence in the performance of their
duties or by reason of the reckless disregard of their obligations and duties under this Agreement;
or (ii) is a Portfolio to be liable under its indemnity agreement contained in this paragraph with
respect to any claim made against the Placement Agent or any such controlling persons, unless the
Placement Agent or such controlling persons, as the case may be, shall have notified such Portfolio
in writing within a reasonable time after the summons or other first legal process giving
information of the nature of the claim shall have been served upon the Placement Agent or such
controlling persons (or after the Placement Agent or such controlling persons shall have received
notice of such service on any designated agent), but failure to notify such Portfolio of any such
claim shall not relieve it from any liability that it may have to the person against whom such
action is brought otherwise than on account of its indemnity agreement contained in this paragraph.
Each Portfolio will be entitled to participate at its own expense in the defense or, if it so
elects, to assume the defense of any suit brought to enforce any such liability, but if a Portfolio
elects to assume the defense, such defense shall be conducted by counsel chosen by it and
satisfactory to the Placement Agent or such controlling person or persons, defendant or defendants
in the suit. In the event a Portfolio elects to assume the defense of any such suit and retain such
counsel, the Placement Agent or such controlling person or persons, defendant or defendants in the
suit shall bear the fees and expenses, as incurred, of any additional counsel retained by them, but
in case a Portfolio does not elect to assume the defense of any such suit, such Portfolio will
reimburse the Placement Agent or such controlling person or persons, defendant or defendants in the
suit, for the reasonable fees and expenses, as incurred, of any counsel retained by them. Each
Portfolio shall promptly notify the Placement Agent of the commencement of any litigation or
proceedings against it or any of the Master LLC’s officers or Directors in connection with the
issuance or sale of any of the Shares of such Portfolio.
(b) The Placement Agent shall indemnify and hold harmless the Master LLC, each Portfolio and
each of the Master LLC’s Directors and officers and each person, if any, who controls the Master
LLC or a Portfolio against any loss, liability, claim, damage or expense, as incurred, described in
the foregoing indemnity contained in subsection (a) of this Section, but only with respect to
statements or omissions made in reliance upon, and in conformity with, information furnished to the
Master LLC or such Portfolio in writing by or on behalf of the Placement Agent for use in
connection with its registration statement or related prospectus and statement of additional
information, as from time to time amended, or the annual or interim reports to shareholders. In
case any action shall be brought against the Master LLC or any person so indemnified, in respect of
which indemnity may be sought against the Placement Agent, the Placement Agent shall have the
rights and duties given to the Master LLC, and the Master LLC and each person so indemnified shall
have the rights and duties given to the Placement Agent by the provisions of subsection (a) of this
Section 6.
Section 7. Duration and Termination of this Agreement. This Agreement shall become
effective as of the date first above written and shall remain in force for two years thereafter and
thereafter, but only for so long as such continuance is specifically approved at least annually (i)
with respect to the Master LLC or one or more of the Portfolios, by the Directors or with respect
to the Master LLC or such Portfolio(s), as applicable, by the vote of a majority of the outstanding
voting securities of the Master LLC or such Portfolio(s) and (ii) by
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the vote of a majority of those Directors who are not parties to this Agreement or interested
persons of any such party cast in person (if such an in person meeting is required by applicable
law) at a meeting called for the purpose of voting on such approval.
This Agreement may be terminated at any time, without the payment of any penalty with respect
to the Master LLC or one or more Portfolios, by the Directors or with respect to the Master LLC or
a Portfolio, as applicable, by vote of a majority of the outstanding voting securities of the
Master LLC or such Portfolio, or by the Placement Agent, on sixty days’ written notice to the other
party. This Agreement shall automatically terminate in the event of its assignment.
The terms “vote of a majority of the outstanding voting securities”, “assignment”, “affiliated
person” and “interested person”, when used in this Agreement, shall have the respective meanings
specified in the Investment Company Act.
Section 8. Amendments of this Agreement. This Agreement may be amended by the parties
only if such amendment is specifically approved (i) (a) with respect to the Master LLC (and/or all
Portfolios), by the Directors or by the vote of a majority of outstanding voting securities of the
Master LLC (and/or each Portfolios), or (b) with respect to any one Portfolio, by the Directors or
the vote of a majority of outstanding voting securities of such Portfolio, and (ii) by the vote of
a majority of those Directors who are not parties to this Agreement or interested persons of any
such party cast in person (if such an in person meeting is required by applicable law) at a meeting
called for the purpose of voting on such approval.
Section 9. Governing Law. The provisions of this Agreement shall be construed and
interpreted in accordance with the laws of the State of New York as at the time in effect and the
applicable provisions of the Investment Company Act. To the extent that the applicable law of the
State of New York, or any of the provisions herein, conflict with the applicable provisions of the
Investment Company Act, the latter shall control.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year
first above written.
| BLACKROCK MASTER LLC | ||||
| By | ||||
| Name: | ||||
| Title: | ||||
| BLACKROCK INVESTMENTS, INC. | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
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Exhibit A
Individual Series of BLACKROCK MASTER LLC
BLACKROCK MASTER SMALL CAP GROWTH PORTFOLIO
BLACKROCK MASTER INTERNATIONAL PORTFOLIO
BLACKROCK MASTER INTERNATIONAL PORTFOLIO
As of October 1, 2008
