Managed Account Series Sample Contracts

BY-LAWS OF
By-Laws • April 29th, 2005 • Managed Account Series
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AGREEMENT AND DECLARATION OF TRUST
Trust Agreement • April 29th, 2005 • Managed Account Series • Delaware
ADMINISTRATION AND FUND ACCOUNTING SERVICES AGREEMENT Between Each BlackRock Management Investment Company Listed in Schedule A And State Street Bank and Trust Company Dated as of December 31, 2018
Administration and Fund Accounting Services Agreement • February 28th, 2019 • Managed Account Series • New York

This Administration and Fund Accounting Services Agreement (“Agreement”) dated and effective as of December 31, 2018, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Administrator”), and each management investment company identified on Schedule A hereto, together with each management investment company which becomes a party to this Agreement in accordance with the terms hereof (each a “Fund” and collectively, the “Funds”).

FORM OF INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • May 31st, 2017 • Managed Account Series • New York

AGREEMENT, dated [ ], 2017, between Cayman GA Enhanced Equity Fund, Ltd., a Cayman Islands exempted company (the “Fund”), and BlackRock Advisors, LLC, a Delaware limited liability company (the “Advisor”).

Amendment No. 2 to the Investment Management Agreement
Investment Management Agreement • August 28th, 2015 • Managed Account Series

This Amendment No. 2 to the Investment Management Agreement dated as of June 1, 2015 (the “Amendment”) is entered into by and between Managed Account Series, a Delaware statutory trust (the “Trust”), on behalf of BlackRock U.S. Mortgage Portfolio (the “Fund”), a series of the Trust, and BlackRock Advisors, LLC, a Delaware limited liability company (the “Advisor”).

INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • August 27th, 2007 • Managed Account Series • New York

AGREEMENT, dated September 29, 2006, between Managed Account Series (the “Trust”), a Delaware statutory trust, on behalf of Mid Cap Value Opportunities Portfolio, High Income Portfolio, U.S. Mortgage Portfolio and Global SmallCap Portfolio (each a “Fund” and together the “Funds”), and BlackRock Advisors, LLC, a Delaware limited liability company (the “Advisor”).

MANAGEMENT AGREEMENT
Management Agreement • June 28th, 2005 • Managed Account Series • New York

AGREEMENT made this day of , 2005 by and between MANAGED ACCOUNT SERIES, a Delaware statutory trust (the “Trust”), on behalf of each series listed on Schedule A hereto (each a “Portfolio”) and FUND ASSET MANAGEMENT, L.P., a Delaware limited partnership (hereinafter referred to as the “Adviser”).

PURCHASE AGREEMENT
Purchase Agreement • May 31st, 2017 • Managed Account Series

Managed Account Series (the “Trust”), a Delaware statutory trust, on behalf of its series BlackRock GA Disciplined Volatility Equity Fund and BlackRock GA Enhanced Equity Fund (each, a “Fund”), and BlackRock Holdco 2, Inc. (“Holdco 2”), a Delaware corporation, hereby agree as follows:

SUB-INVESTMENT ADVISORY AGREEMENT
Sub-Investment Advisory Agreement • August 27th, 2007 • Managed Account Series • New York

AGREEMENT dated September 29, 2006, between BlackRock Advisors, LLC, a Delaware limited liability company (the “Advisor”), and BlackRock Financial Management, Inc., a Maryland corporation (the “Sub-Advisor”).

Amendment No. 1 to the Investment Management Agreement
Investment Management Agreement • August 28th, 2012 • Managed Account Series

This Amendment No. 1 to the Investment Management Agreement dated as of June 1, 2011 (the “Amendment”) is entered into by and between Managed Account Series, a Delaware statutory trust (the “Trust”), on behalf of Mid Cap Value Opportunities Portfolio, U.S. Mortgage Portfolio and Global SmallCap Portfolio (each a “Fund” and together the “Funds”), each a series of the Trust, and BlackRock Advisors, LLC, a Delaware limited liability company (the “Advisor”).

Form of Amendment No. 3 to the Investment Management Agreement
Investment Management Agreement • May 31st, 2017 • Managed Account Series

This Amendment No. 3 dated as of [ ], 2017 to the Investment Management Agreement (the “Amendment”) is entered into by and between Managed Account Series, a Delaware statutory trust (the “Trust”), and BlackRock Advisors, LLC, a Delaware limited liability company (the “Advisor”). Capitalized terms used herein and not otherwise defined shall have the meaning as set forth in the Management Agreement (as defined below).

SUB-INVESTMENT ADVISORY AGREEMENT
Sub-Investment Advisory Agreement • August 27th, 2007 • Managed Account Series • New York

AGREEMENT dated September 29, 2006, between BlackRock Advisors, LLC, a Delaware limited liability company (the “Advisor”), and BlackRock Investment Management, LLC, a Delaware limited liability company (the “Sub-Advisor”).

FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver and Expense Reimbursement Agreement • August 27th, 2007 • Managed Account Series

This FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT (the “Fee Waiver and Expense Reimbursement Agreement”) is dated as of September 29, 2006, by and between BlackRock Advisors, LLC (the “Advisor” or “BlackRock Advisors”) and Managed Account Series (the “Trust”) on behalf of each of the series listed on Schedule A (each, a “Fund”).

FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Fee Waiver and Expense Reimbursement Agreement • June 28th, 2005 • Managed Account Series

This FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT (the “Fee Waiver and Expense Reimbursement Agreement”) is dated as of , 2005 by and between FUND ASSET MANAGEMENT, L.P. (the “Manager” or “FAM”) and MANAGED ACCOUNT SERIES (the “Trust”) on behalf of each of the series listed on Schedule A (each, a “Portfolio”).

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