Drinker Biddle & Reath LLP
One Logan Square
Suite 2000
Philadelphia, PA 19103-6996
(215) 988-2700 (Phone)
(215) 988-2757 (Facsimile)
www.drinkerbiddle.com
May 20, 2019
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Attn: Vincent Distefano
Re: FlowStone Opportunity Fund (the “Registrant”)
(1933 Act Registration No. 333-225212) (1940 Act Registration No. 811-23352)
Ladies and Gentlemen:
Enclosed is a request of the Registrant and its principal underwriter for acceleration of Pre-Effective Amendment No. 4 to the Registrant’s Registration Statement on Form N-2 under the Securities Act of 1933, as amended, and of Pre-Effective Amendment No. 4 to the Registrant’s Registration Statement on Form N-2 under the Investment Company Act of 1940, as amended. Please contact me at (215) 988-2738 with any questions related to this request and to notify of the effectiveness of the Registration Statement.
| Sincerely, |
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| /s/ Joshua M. Lindauer |
| Joshua M. Lindauer |
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Enclosure |
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FlowStone Opportunity Fund
55 Nod Road, Suite 120
Avon, CT 06001
May 20, 2019
VIA EDGAR TRANSMISSION
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
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 Pre-Effective Amendment No. 4 thereto, and Amendment No. 4 to the Fund’s registration statement on Form N-2 under the Investment Company Act of 1940, as amended, be accelerated to May 23, 2019, 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, | |
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| FLOWSTONE OPPORTUNITY FUND | |
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| /s/ Scott P. Conners | |
| Name: | Scott P. Conners |
| Title: | President |
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| FORESIDE FINANCIAL SERVICES, LLC | |
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| /s/ Mark Fairbanks | |
| Name: | Mark Fairbanks |
| Title: | Vice President |