Report of Independent Registered
Public Accounting Firm

To the Board of Trustees and
Shareholders of FlowStone Opportunity
Fund

In planning and performing our audit of
the consolidated financial statements of
FlowStone Opportunity Fund (the
"Fund") as of and for the year ended
March 31, 2024, in accordance with the
standards of the Public Company
Accounting Oversight Board (United
States) (PCAOB), we considered the
Fund s internal control over financial
reporting, including controls over
safeguarding securities, as a basis for
designing our auditing procedures for
the purpose of expressing our opinion
on the consolidated financial statements
and to comply with the requirements of
Form N-CEN, but not for the purpose of
expressing an opinion on the
effectiveness of the Fund s internal
control over financial reporting.
Accordingly, we do not express an
opinion on the effectiveness of the
Fund s internal control over financial
reporting.

The management of the Fund is
responsible for establishing and
maintaining effective internal control
over financial reporting. In fulfilling this
responsibility, estimates and judgments
by management are required to assess
the expected benefits and related costs
of controls. A company s internal control
over financial reporting is a process
designed to provide reasonable
assurance regarding the reliability of
financial reporting and the preparation
of the consolidated financial statements
for external purposes in accordance with
generally accepted accounting
principles. A company s internal control
over financial reporting includes those
policies and procedures that (1) pertain
to the maintenance of records that, in
reasonable detail, accurately and fairly
reflect the transactions and dispositions
of the assets of the company; (2) provide
reasonable assurance that transactions
are recorded as necessary to permit
preparation of the consolidated financial
statements in accordance with generally
accepted accounting principles, and that
receipts and expenditures of the
company are being made only in
accordance with authorizations of
management and directors of the
company; and (3) provide reasonable
assurance regarding prevention or
timely detection of unauthorized
acquisition, use or disposition of a
company s assets that could have a
material effect on the consolidated
financial statements.

Because of its inherent limitations,
internal control over financial reporting
may not prevent or detect
misstatements. Also, projections of any
evaluation of effectiveness to future
periods are subject to the risk that
controls may become inadequate
because of changes in conditions, or that
the degree of compliance with the
policies or procedures may deteriorate.

A deficiency in internal control over
financial reporting exists when the
design or operation of a control does not
allow management or employees, in the
normal course of performing their
assigned functions, to prevent or detect
misstatements on a timely basis. A
material weakness is a deficiency, or a
combination of deficiencies, in internal
control over financial reporting, such
that there is a reasonable possibility that
a material misstatement of the
company s annual or interim
consolidated financial statements will
not be prevented or detected on a timely
basis.

Our consideration of the Fund s internal
control over financial reporting was for
the limited purpose described in the first
paragraph and would not necessarily
disclose all deficiencies in internal
control over financial reporting that
might be material weaknesses under
standards established by the PCAOB.
However, we noted no deficiencies in
the Fund s internal control over
financial reporting and its operation,
including controls over safeguarding
securities, that we consider to be
material weaknesses as defined above as
of March 31, 2024.

This report is intended solely for the
information and use of the Board of
Trustees of FlowStone Opportunity
Fund and the Securities and Exchange
Commission and is not intended to be
and should not be used by anyone other
than these specified parties.

/s/ Pricewaterhousecoopers LLP
Chicago, Illinois
May 30, 2024