Responsibilities of Adviser. In carrying out its obligations under this Agreement, the Adviser agrees that it will:
(a) Comply with all applicable law, including but not limited to the 1940 Act and the Advisers Act, the rules and regulations of the Commission thereunder, and the conditions of any order affecting the Trust or a Fund issued thereunder;
(b) Use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities;
(c) Not make loans to any person for the purpose of purchasing or carrying Fund shares;
(d) Place, or arrange for the placement of, all orders pursuant to its investment determinations for the Funds either directly with the issuer or with any broker or dealer (including any affiliated broker or dealer). In executing portfolio transactions and selecting brokers or dealers, the Adviser will use its best efforts to seek on behalf of each Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Adviser shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker or dealer to execute a particular transaction, the Adviser may also consider whether such broker or dealer furnishes research and other information or services to the Adviser;
(e) Adhere to the investment objective, strategies and policies and procedures of the Trust adopted on behalf of each Fund; and
(f) Maintain a policy and practice of conducting its investment advisory services hereunder independently of the commercial banking operations of its affiliates. In making investment recommendations for a Fund, the Adviser's investment advisory personnel will not inquire or take into consideration whether the issuers (or related supporting institutions) of securities proposed for purchase or sale for the Fund's account are customers of the commercial departments of its affiliates. In dealing with commercial customers, such commercial departments will not inquire or take into consideration whether securities of those customers are held by the Fund.
Responsibilities of Adviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement:
(i) determine the composition and allocation of the Company’s investment portfolio, the nature and timing of any changes therein and the manner of implementing such changes;
(ii) identify, evaluate and negotiate the structure of the investments made by the Company;
(iii) perform due diligence on prospective portfolio companies;
(iv) execute, close, service and monitor the Company’s investments;
(v) determine the securities and other assets that the Company shall purchase, retain or sell;
(vi) arrange financings and borrowing facilities for the Company;
(vii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds; and
(viii) to the extent permitted under the 1940 Act and the Advisers Act, on the Company’s behalf, and in coordination with any Sub-Adviser (as defined below) and any administrator, provide significant managerial assistance to those portfolio companies to which the Company is required to provide such assistance under the 1940 Act, including utilizing appropriate personnel of the Adviser to, among other things, monitor the operations of the Company’s portfolio companies, participate in board and management meetings, consult with and advise officers of portfolio companies and provide other organizational and financial consultation.
Responsibilities of Adviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement:
(i) determine the composition and allocation of the portfolio of the Corporation, the nature and timing of the changes therein and the manner of implementing such changes;
(ii) identify, evaluate and negotiate the structure of the investments made by the Corporation;
(iii) execute, monitor and service the Corporation’s investments;
(iv) determine the securities and other assets that the Corporation shall purchase, retain, or sell;
(v) perform due diligence on prospective portfolio companies; and
(vi) provide the Corporation with such other investment advisory, research and related services as the Corporation may, from time to time, reasonably request or require for the investment of its funds.
Responsibilities of Adviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement:
(i) determine the composition and allocation of the Company’s investment portfolio, the nature and timing of any changes therein and the manner of implementing such changes;
(ii) establish and maintain criteria to identify, evaluate and negotiate the structure of the Company’s investments;
(iii) perform due diligence on prospective investments;
(iv) execute, close, service and monitor the Company’s investments;
(v) determine the securities and other assets that the Company shall purchase, retain or sell; and
(vi) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably request or require for the investment of its funds.
Responsibilities of Adviser. Without limiting the generality of the foregoing, Flat Rock Global shall, during the term and subject to the provisions of this Agreement:
(i) determine the composition and allocation of the portfolio of the Fund, the nature and timing of the changes therein and the manner of implementing such changes;
(ii) identify, evaluate and negotiate the structure of the investments made by the Fund;
(iii) execute, monitor and service the Fund’s investments;
(iv) determine the securities and other assets that the Fund shall purchase, retain, or sell;
(v) perform due diligence on prospective portfolio investments; and
(vi) provide the Fund with such other investment advisory, research and related services as the Fund may, from time to time, reasonably require for the investment of its funds.
Responsibilities of Adviser. If, and only if, Client provides to Management a completed financial planning questionnaire in the form then approved by Management and Management acknowledges receipt of such questionnaire by providing written financial planning documents to Client, then Management will provide to Client the financial planning consulting services agreed to by Client and Management, from time to time, regarding Client’s assets that Client discloses to management on such appropriate questionnaire (the “Client Assets”). For clarity, if Client does not provide such completed questionnaire or Management does not respond to the receipt of such questionnaire by providing financial planning documents to Client, Management shall not have any obligation hereunder to provide any financial planning services. Management provides no services and has no financial planning responsibilities related to any of Client’s assets other than the Client Assets.
Responsibilities of Adviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement:
(i) determine the composition and allocation of the Company’s investment portfolio, the nature and timing of any changes therein and the manner of implementing such changes;
(ii) identify, evaluate and negotiate the structure of the investments made by the Company;
(iii) perform due diligence on prospective portfolio companies;
(iv) execute, close, service and monitor the Company’s investments;
(v) determine the securities and other assets that the Company shall purchase, retain or sell;
(vi) arrange financings and borrowing facilities for the Company;
(vii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds; and
(viii) to the extent permitted under the Investment Company Act of 1940, as amended (together with the rules promulgated thereunder, the “1940 Act”) and the Investment Advisers Act of 1940, as amended (together with the rules promulgated thereunder, the “Advisers Act”), on the Company’s behalf, and in coordination with any administrator, provide significant managerial assistance to those portfolio companies to which the Company is required to provide such assistance under the 1940 Act, including utilizing appropriate personnel of the Adviser to, among other things, monitor the operations of the Company’s portfolio companies, participate in board and management meetings, consult with and advise officers of portfolio companies and provide other organizational and financial consultation. In addition, to the extent it is necessary for the Company to be operated as a “venture capital operating company” under Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Company will obtain direct contractual rights to substantially participate in, or substantially influence, the conduct of the management of an operating company; and in the ordinary course of its business, actually exercises such management rights with respect to one or more of the operating companies in which it invests.
Responsibilities of Adviser. Without limiting the generality of the foregoing, the Adviser (or one of its affiliates) shall, during the term and subject to the provisions of this Agreement (including Section 1(a) of this Agreement):
(i) determine the composition and allocation of the Company’s investment portfolio, the nature and timing of any changes therein and the manner of implementing such changes;
(ii) identify, evaluate and negotiate the structure of the Investments (as defined below) made by the Company;
(iii) perform due diligence on prospective Portfolio Companies (as defined in the Registration Statement);
(iv) execute, close, service and monitor the Investments;
(v) determine the Investments and other assets that the Company shall purchase, retain or sell;
(vi) negotiate, arrange and obtain financings and borrowing facilities for the Company;
(vii) exercising voting rights in respect of Investments;
(viii) provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds; and
(ix) to the extent permitted under the Investment Company Act and the Advisers Act, on the Company’s behalf, and in coordination with any Sub-Adviser (as defined below) or administrator, provide significant managerial assistance to those Portfolio Companies to which the Company is required to provide such assistance under the Investment Company Act, including utilizing appropriate personnel of the Adviser to, among other things, monitor the operations of such Portfolio Companies, participate in board and management meetings, consult with and advise officers of such Portfolio Companies, and provide other organizational and financial consultation.
Responsibilities of Adviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement:
(i) determine the composition and allocation of the Fund’s investment portfolio, the nature and timing of any changes therein and the manner of implementing such changes;
(ii) establish and maintain criteria to identify, evaluate and negotiate the structure of the Fund’s investments;
(iii) arrange financings and borrowing facilities for investment purposes for the Fund;
(iv) perform due diligence on prospective investments;
(v) execute, close, service and monitor the Fund’s investments;
(vi) determine the securities and other assets that the Fund shall purchase, retain or sell; and
(vii) provide the Fund with such other investment advisory, research and related services as necessary to perform its role as an investment adviser to the Fund or as the Fund may, from time to time, reasonably request or require for the investment of its funds.
Responsibilities of Adviser. Without limiting the generality of the foregoing, the Adviser shall, during the term and subject to the provisions of this Agreement:
(i) Determine the composition and allocation of the portfolio of the Company, the nature and timing of the changes therein and the manner of implementing such changes;
(ii) Identify, evaluate and negotiate the structure of the investments made by the Company;
(iii) Execute, monitor and service the Company’s investments;
(iv) Determine the securities and other assets that the Company purchases, retains, or sells; and
(v) Provide the Company with such other investment advisory, research and related services as the Company may, from time to time, reasonably require for the investment of its funds.
