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FlowStone Opportunity Fund

 

55 Nod Road, Suite 120

Avon, CT 06001

 

July 31, 2020

 

VIA EDGAR TRANSMISSION

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Ryan Sutcliffe

 

Re:FlowStone Opportunity Fund (the “Fund”)
 (1933 Act Registration No. 333-225212) (1940 Act Registration No. 811-23352)

 

Ladies and Gentlemen:

 

Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we hereby request that the effective date of the Fund’s registration statement on Form N-2 under the Securities Act, and Post-Effective Amendment No. 3 thereto, and Amendment No. 7 to the Fund’s registration statement on Form N-2 under the Investment Company Act of 1940, as amended, be accelerated to July 31, 2020, or as soon thereafter as is reasonably practicable.

 

Should the Securities and Exchange Commission (the “Commission”) or staff, acting pursuant to delegated authority, declare the filing effective, the Fund acknowledges that such action does not foreclose the Commission from taking any action with respect to the filing. The Fund further acknowledges that the action of the Commission or staff, acting pursuant to delegated authority, in declaring the filing effective does not relieve the Fund from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the Fund may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

  Very truly yours,
   
  FLOWSTONE OPPORTUNITY FUND
   
  /s/ Scott P. Conners
  Name: Scott P. Conners
  Title: President
   
  FORESIDE FINANCIAL SERVICES, LLC
   
  /s/ Mark Fairbanks
  Name: Mark Fairbanks
  Title: Vice-President