ALPS Distributors, Inc.
1290 Broadway
Suite 1100
Denver, CO 80203
June 28, 2018
via edgar
Securities and Exchange Commission
Main Filing Desk
100 F Street, N.E.
Washington, D.C. 20549
Attention: Jay Williamson
| Re: | Flat Rock Opportunity Fund |
Registration Statement on Form N-2
Request for Acceleration
File Nos. 333-223112; 811-23328
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, the undersigned, as the distributor of the securities covered by the above-captioned Registration Statement, hereby joins in the request of Flat Rock Opportunity Fund that the effectiveness of the Registration Statement relating to such securities be accelerated so that the Registration Statement may become effective at 9:00 a.m., Eastern Daylight Time, on July 2, 2018, or as soon thereafter as reasonably practicable.
If you have any questions, please do not hesitate to contact the undersigned at (720) 917-0797.
| Sincerely, | ||
| ALPS DISTRIBUTORS, INC. | ||
| By: | /s/ Steven B. Price | |
| Name: | Steven B. Price SVP and Director of Distribution Services | |