0001193125-17-189507 Sample Contracts

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”).

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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:

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).

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