0001193125-07-189904 Sample Contracts

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”).

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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”).

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”).

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