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Dealer Group Agreements

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2003

Dealer Group Agreement (112K)

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DEALER GROUP AGREEMENT

[ ], 2003

UBS Warburg LLC,
as Managing Dealer
299 Park Avenue
New York, New York 10171-0026

Ladies and Gentlemen:

Partners Balanced Trust, a Delaware statutory trust (the "Trust"),
has entered into a distribution agreement with BlackRock Distributors, Inc., a
Delaware corporation (the "Distributor"), dated [ ], 2003 (the "Distribution
Agreement"), whereby the Distributor shall act as the Trust's principal
underwriter for the distribution of common shares of beneficial interest
$0.001 par value (the "Shares") of the Trust. The Shares shall be offered
through a group of dealers selected by UBS Warburg LLC. UBS Warburg LLC (the
"Managing Dealer") is acting under this Agreement on behalf of itself and each
of the dealers named in Schedule A hereto (each a "Dealer" and, together with
the Managing Dealer, the "Dealers"). Each dealer has entered into a selected
dealer agreement (each a "Dealer Agreement" and, collectively the "Dealer
Agreements") with the Distributor. The Shares are described in the Prospectus
which is referred to below.

The Trust has filed with the Securities and Exchange Commission (the
"Commission"), in accordance with the provisions of the Securities Act of
1933, as amended, and the rules and regulations thereunder (collectively
called the "Act"), and with the provisions of the Investment Company Act of
1940, as amended, and the rules and regulations thereunder (collectively
called the "Investment Company Act"), a registration statement on Form N-2
(File Nos. 333-102195 and 811-21270), including a prospectus and a statement
of additional information, relating to the Shares. The Trust has furnished to
you, for use by the Dealers, copies of one or more preliminary prospectuses
(including a preliminary statement of additional information) (each thereof,
including such preliminary statement of additional information, being herein
called a "Preliminary Prospectus") relating to the Shares. Except where the
context otherwise requires, the registration statement, as amended when it
becomes effective (the "Effective Date"), including all documents filed as a
part thereof, and including any information contained in a prospectus
subsequently filed with the Commission pursuant to Rule 497 under the Act and
deemed to be part of the registration statement at the time of effectiveness
pursuant to Rule 430A under the Act is herein called the "Registration
Statement," and the prospectus (including the statement of additional
information), in the form filed by the Trust with the Commission pursuant to
Rule 497 under the Act or, if no such filing is required, the form of final
prospectus (including the form of final statement of additional information)
included in the Registration Statement at the time it became effective, is
herein called the "Prospectus". Any registration statement filed pursuant to
Rule 462(b) of the Act is herein referred to as the "Rule 462(b) Registration
Statement," and after such filing the term "Registration Statement" shall
include the Rule 462(b) Registration Statement. In addition, the Trust has
filed a Notification of Registration on Form N-8A (the "Notification")
pursuant to Section 8 of the Investment Company Act.

BlackRock Advisors, Inc. ("BAI") acts as the Trust's investment
adviser pursuant to an Investment Management Agreement by and between the
Trust and BAI, dated as of [ ], 2003 (the "Management Agreement"). BlackRock
Financial Management, Inc. ("BFM") and Wellington Management Company, LLP
("WMC") each act as an investment sub-adviser to the Trust pursuant to
Sub-Investment Advisory Agreements with BAI, as accepted and agreed to by the
Trust, each dated as of [ ], 2003 (each a "Sub-Advisory Agreement" and,
collectively, the "Sub-Advisory Agreements"). BAI, BFM and WMC are each an
"Adviser", and together, the "Advisers". State Street Bank and Trust Company
acts as the custodian (the "Custodian") of the Trust's cash and portfolio
assets pursuant to a Custodian Agreement, dated as of [ ], 2003 (the
"Custodian Agreement"). [ ] acts as the Trust's transfer agent, registrar,
shareholder servicing agent and dividend disbursing agent with respect to the
common shares of the Trust (the "Transfer Agent") pursuant to a Transfer Agent
and Service Agreement, dated as of [ ], 2003 (the "Transfer Agency
Agreement").

The Trust, the Advisers, the Distributor and the Dealers agree as
follows:

1. Sale of Shares. Upon the basis of the warranties and
representations and subject to the terms and conditions herein set forth, the
Shares shall be offered to the public during an initial offering period that
commences on [ ], 2003 and shall terminate on [ ], 2003 (the "Initial Offering
Period"). Sales of Shares during the Initial Offering Period shall be limited
to an aggregate value of approximately $[ ]. In connection with the Initial
Offering Period, the Trust agrees to pay to the Dealers a commission of up to
$[ ] per Share determined as set forth in the Prospectus. The Trust also
agrees to pay to the Managing Dealer a commission of up to $[ ] per Share,
which commission the Managing Director shall pay to certain Dealers.

2. Payment and Delivery. The closing shall take place at the offices
of [ ], at 10:00A.M., New York City time, on [ ], 2003 (unless another time
and place shall be agreed to by you and the Trust) (the "Scheduled Closing
Time"). The time at which payment and delivery are actually made is
hereinafter sometimes called the "Time of Purchase" or the "Closing Date."
Certificates for the Shares shall be registered in such names and in such
denominations as you shall specify in accordance with the procedures of
National Securities Clearance Corporation ("NSCC"). Delivery to the [Dealers]
of and the payment to the Trust for the Shares shall be made by means of the
NSCC Fund Settlement, Entry and Registration Verification (FUND/SERV) System
(or by another mutually agreeable means) and shall be effected by the
settlement trade details that are transmitted to the NSCC by the Trust [and
each Dealer] on the [Purchase Date] in accordance with the procedures of the
NSCC.

3. Representations and Warranties of the Trust and the Advisers.

(a) The Trust and the Advisers jointly and severally represent
and warrant to each of the Dealers as of the date hereof and as of
the Closing Date referred to in Section 2 hereof, and agree with each
Dealer, as follows:

(i) Each of the Registration Statement and any Rule
462(b) Registration Statement has become effective under the
Act and no stop order suspending the effectiveness of the
Registration Statement or any Rule 462(b) Registration
Statement has been issued under the Act, or order of suspension
or revocation of registration pursuant to Section 8(e) of the
Investment Company Act, and no proceedings for any such purpose
have been instituted or are pending or, to the knowledge of the
Trust or the Advisers, are contemplated by the Commission, and
any request on the part of the Commission for additional
information has been complied with.

149813

Clifford Chance;

UBS Warburg

UBS Warburg LLC

As referenced in this Dealer Group Agreement:

UBS Warburg LLC – s13937.txt {DESCRIPTION}EXHIBIT (H)(2) {TEXT} Partners Balanced Trust Common Shares ($.001 Par Value) DEALER GROUP AGREEMENT [ ], 2003 DEALER GROUP AGREEMENT [ ], 2003 UBS Warburg LLC , as Managing Dealer 299 Park Avenue New York, New York 10171-0026 Ladies and Gentlemen: Partners Balanced Trust, a Delaware statutory trust (
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UBS Warburg LLC – beneficial interest $0.001 par value (the "Shares") of the Trust. The Shares shall be offered through a group of dealers selected by UBS Warburg LLC . UBS Warburg LLC (the "Managing Dealer") is acting under this Agreement on behalf of itself and each of the dealers named in
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UBS Warburg LLC – 001 par value (the "Shares") of the Trust. The Shares shall be offered through a group of dealers selected by UBS Warburg LLC. UBS Warburg LLC (the "Managing Dealer") is acting under this Agreement on behalf of itself and each of the dealers named in Schedule A hereto (
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UBS Warburg LLC – which it is a party. (v) This Agreement, the Management Agreement, the Sub-Advisory Agreements and the Corporate Advisory Agreement, by and between UBS Warburg LLC , BAI and WMC (the "Corporate Advisory Agreement"), have each been duly authorized, executed and delivered by each respective Adviser, and the Management
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UBS Warburg LLC – shall be in writing or by telegram and, if to the Dealers, shall be sufficient in all respects if delivered or sent to UBS Warburg LLC , 299 Park Avenue, New York, N.Y. 10171-0026, Attention: Syndicate Department, if to the Trust, BAI, BFM or the Distributor, shall
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dt 106388

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