Sub-advisory Relationship means
any Contract pursuant to which the Company or any of its Subsidiaries provides sub-advisory services to any investment fund or other collective investment vehicle (including any general or limited partnership,
trust, or limited liability company and whether or not dedicated to a single investor) or any account whose sponsor, principal advisor, general partner, managing member or manager is any Person who is not the Company or a Subsidiary of the Company.
Subsidiary when used with respect to any Person shall mean (a) any corporation, partnership or other
organization, whether incorporated or unincorporated, (i) of which such Person or any other Subsidiary of such Person is a general partner (excluding partnerships, the general partnership interests of which held by such Person or any Subsidiary
of such Person do not have a majority of the voting interests in such partnership) or (ii) at least a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the Board of
Directors or others performing similar functions with respect to such corporation or other organization is directly or indirectly owned or controlled by such Person or by any one or more of its Subsidiaries, or by such Person and one or more of its
Subsidiaries, or (b) any partnership, limited liability company, association, joint venture or other business entity, of which at least 50% of the partnership, joint venture or other similar ownership interest thereof is at the time owned or
controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof; provided, that no Client or Fund, or any of their respective controlled Affiliates, shall be a subsidiary of the Company,
Parent, or any of their respective Subsidiaries.
Subsidiary Benefit Plan shall mean each Benefit Plan that is
exclusively sponsored, maintained, contributed or required to be contributed to by a Company Subsidiary.
Surviving
Corporation shall have the meaning set forth in Section 1.1.
Tax Return shall mean
any report, return, information return, filing, claim for refund or other information, including any schedules or attachments thereto, and any amendments to any of the foregoing supplied or required to be supplied to a taxing authority in connection
with Taxes.
Taxes shall mean all U.S. federal, state, or local or non-U.S.
taxes, including, without limitation, income, gross income, gross receipts, production, excise, employment, sales, use, transfer, ad valorem, value added, profits, license, capital stock, franchise, severance, stamp, withholding, Social
Security, employment, unemployment, disability, workers compensation, payroll, utility, windfall profit, custom duties, personal property, real property, taxes required to be collected from customers on the sale of services, registration,
alternative or add-on minimum, estimated, and other taxes, governmental and regulatory fees or like charges of any kind whatsoever, including any interest, penalties or additions thereto; and
Tax shall mean any one of them.
Termination Date shall have the meaning set forth in
Section 9.1(b).
the other party shall mean, with respect to the Company, Parent and shall
mean, with respect to Parent, the Company.
Treasury Regulations means the Treasury regulations promulgated under the
Code.
Uncertificated Company Stock shall have the meaning set forth in Section 1.7(a)(ii).
UCITs shall have the definition set forth in the definition of Non-US
Retail Funds.
Wholly Owned Subsidiary of any specified Person shall mean a Subsidiary of such Person all of the
outstanding capital stock or other ownership interests of which (other than directors qualifying shares, if applicable) will at the time be owned by such Person or by one or more Wholly Owned Subsidiaries of such Person.
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