0001341004-11-001608 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 July 28, 2011
Limited Liability Company Agreement • August 12th, 2011 • BlackRock Preferred Partners LLC • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of BLACKROCK PREFERRED PARTNERS LLC, is made as of July 28, 2011 and shall be effective as of this date.

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").

EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • August 12th, 2011 • BlackRock Preferred Partners LLC • New York

EXPENSE LIMITATION AGREEMENT, dated as of [ ], 2011, by and between BlackRock Advisors, LLC (“BlackRock”) and BlackRock Preferred Partners LLC (the “Fund”).

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.

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").

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”).

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