AMENDED AND RESTATED MANAGEMENT AGREEMENT amended and restated as of July 8, 2002, by and between TT International U.S.A. Feeder Trust, a Massachusetts trust (the "Trust"), and TT International Investment Management (the "Manager"), a partnership formed under the laws of England and regulated in the conduct of investment business by the Financial Services Authority ("FSA"). W I T N E S S E T H: WHEREAS, the Trust engages in business as an open-end investment company and is registered as such under the Investment Company Act of 1940, as amended (collectively with the rules and regulations promulgated thereunder and any exemptive orders thereunder, the "1940 Act"), WHEREAS, pursuant to that certain Management Agreement dated as of February 6, 2001 (the "Original Agreement") between the Trust and the Manager, the Trust engaged the Manager to provide certain management services for the series of the Trust designated TT Europe Mutual (the "Fund"), and the Manager agreed to provide such management services for the Fund on the terms and conditions set forth therein, and WHEREAS, the Trust and the Manager desire to amend and restate the Original Agreement as provided herein. NOW, THEREFORE, in consideration of the mutual covenants and agreements of the parties hereto as herein set forth, the parties covenant and agree as follows:
AMENDED AND RESTATED MANAGEMENT AGREEMENT. The New York Department shall have approved the Amended and Restated Management Agreement and the execution, delivery, and performance thereof by AFP and PRI, and PRI and AFP shall have executed and delivered the Amended and Restated Management Agreement.
AMENDED AND RESTATED MANAGEMENT AGREEMENT. This AMENDED AND RESTATED MANAGEMENT AGREEMENT ("Agreement") is made as of this 1st day of July, 2008, by and between PIONEER EMERGING MARKETS FUND (the "Trust"), a Delaware statutory trust, and Pioneer Investment Management, Inc., a Delaware corporation (the "Manager"). WHEREAS, the Trust is registered as a management investment company under the Investment Company Act of 1940, as amended (the "1940 Act"); WHEREAS, the Manager is engaged primarily in rendering investment advisory and management services and is registered as an investment adviser under the Investment Advisers Act of 1940, as amended; WHEREAS, the Trust wishes to retain the Manager to provide investment advisory and management services to the Trust with respect to the series of the Trust designated in Appendix A annexed hereto (the "Funds"); and WHEREAS, the Manager is willing to furnish such services on the terms and conditions hereinafter set forth; NOW THEREFORE, in consideration of the promises and mutual covenants herein contained, it is agreed as follows:
AMENDED AND RESTATED MANAGEMENT AGREEMENT. This Agreement shall govern and control (i) with respect to all events, acts, omissions, liabilities, and obligations first occurring, arising, or accruing from and after the Amendment Date, and (ii) as to the Base Management Fee, from and after January 1, 2010. The Original Management Agreement shall govern and control with respect to all events, acts, omissions, liabilities, and obligations first occurring, arising, or accruing prior to the Amendment Date, or in the case of the Base Management Fee, prior to January 1, 2010; provided, however, that if any breach or default of the Original Management Agreement has occurred and not been cured as of the Amendment Date, then the terms of this Agreement shall govern and control with respect to cure periods and remedies.
AMENDED AND RESTATED MANAGEMENT AGREEMENT. This Amended and Restated Management Agreement (the "Agreement") is entered into as of February 25, 2000 by and between Dobson Cellular Systems, Inc., an Oklahoma corporation ("Manager"), and ACC Acquisition LLC, a Delaware limited liability company (the "Company"). Capitalized terms used but not defined in this Agreement shall have the meanings given to such terms in the Amended and Restated Limited Liability Company Agreement of the Company, dated as of date hereof (the "LLC Agreement"). WHEREAS, the operation of the Business, including, without limitation, the determination of policy, the preparation and filing of any and all applications and other filings with the FCC, the hiring, supervision and dismissal of personnel, day-to-day system operations, and the payment of financial obligations and operating expenses, shall be controlled by the Company, and Manager shall assist the Company in connection therewith and any action undertaken by Manager shall be under the Company's continuing oversight, review, control and approval, and the Company shall retain unfettered control of, access to, and use of the Business, including its facilities and equipment and shall be entitled to receive all profits from the operation of the Business; WHEREAS, Manager is an indirect wholly owned subsidiary of Dobson Communications Corporation ("DCC"), which owns 50% of the Economic Interests and 50% of the Voting Interests of the Company; WHEREAS, the Company owns all of the equity interests in ACC Acquisition Co., which as of the Effective Date (as defined below) will own certain Cellular Systems and PCS Systems; WHEREAS, Manager is willing to provide management services for the Company and its Subsidiaries (including ACC Acquisition Co.) on the terms and subject to the conditions contained in this Agreement; and WHEREAS, the parties entered into a Management Agreement dated as of January 31, 2000 (the "Original Agreement"), and desire to execute this Agreement to amend and restate the terms upon which Manager will perform services to the Company hereunder. NOW, THEREFORE, for and in consideration of the premises, the covenants and agreements set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the execution and delivery hereof, the parties agree, and the Original Agreement is hereby amended and restated in its entirety, as follows: