0001193125-05-133481 Sample Contracts

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”).

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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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