FORM OF DEALER AGREEMENTDealer 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.
