ContractInvestment Management Agreement • July 1st, 2020 • FlowStone Opportunity Fund • Delaware
INVESTMENT MANAGEMENT AGREEMENT CRESSET PRIVATE EQUITY OPPORTUNITY FUND AGREEMENT made this 3rd day of January, 2019, by and between Cresset Private Equity Opportunity Fund, a Delaware statutory trust (the “Fund”), and Cresset SPG, LLC, a Delaware limited liability company (the “Advisor”).WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”) as a non-diversified, closed-end, management investment company;WHEREAS, the Advisor is registered as an investment adviser under the Investment Advisers Act of 1940 (the “Advisers Act”) and is engaged in the business of supplying investment advice as an independent contractor; andWHEREAS, the Fund desires to retain the Advisor to render investment management services with respect to the Fund and the Advisor is willing to render such services;NOW, THEREFORE, in consideration of mutual covenants herein contained, the parties hereto agree as follows:1. APPOINTMENT AND ACCEPTANCE. The Fund hereby appoint
ContractDistribution Services Agreement • July 1st, 2020 • FlowStone Opportunity Fund • Delaware
DISTRIBUTION SERVICES AGREEMENTTHIS AGREEMENT made this 3ot11 day of August 2019, by and between Flowstone Partners, LLC (the "Adviser"), and Foreside Financial Services, LLC, a Delaware limited liability company (the "Distributor").WHEREAS, pursuant to a distribution agreement by and between the Distributor and Flowstone Opportunity Fund (the "Fund") dated as of August 30, 2019 (the "Distribution Agreement''), the Distributor acts as the principal underwriter and distributor of shares of the Fund; andWHEREAS, the Adviser serves as investment adviser for the Fund, a closed-end investment company registered with the Securities and Exchange Commission ("SEC'') under the Investment Company Act of 1940, as amended (the "Act"); andWHEREAS, in consideration of Distributor's agreement to provide certain distribution services as described in the Distribution Agreement, the Adviser has agreed to compensate the Distributor to the extent that the Fund is not authorized to so compensate the Distri
FlowStone Partners, LLCExpense Limitation and Reimbursement Agreement • July 1st, 2020 • FlowStone Opportunity Fund
Reference is made to the Expense Limitation and Reimbursement Agreement (the “Agreement”) dated as of January 3, 2019, by and between FlowStone Opportunity Fund (formerly, Cresset Private Equity Opportunity Fund), a Delaware statutory trust (the “Fund”) and FlowStone Partners, LLC (as successor to Cresset SPG, LLC), a Delaware limited liability company (the “Advisor”). Capitalized terms used and not otherwise defined shall have the meaning given to them in the Agreement.
ContractAssumption Agreement • July 1st, 2020 • FlowStone Opportunity Fund
ASSUMPTION AGREEMENTAGREEMENT made as of April 8, 2019 among CRESSET SPG, LLC, FLOWSTONE PARTNERS, LLC, and FLOWSTONE OPPORTUNITY FUND (FORMERLY, CRESSET PRIVATE MARKETS OPPORTUNITY FUND).WHEREAS, FlowStone Opportunity Fund is registered as a closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”);WHEREAS, Cresset SPG, LLC has been appointed as a adviser to the FlowStone Opportunity Fund (the “Fund”) pursuant to an Investment Management Agreement dated January 3, 2019, as amended (the “Investment Management Agreement”);WHEREAS, Cresset SPG, LLC will transfer its rights and responsibilities under the Investment Management Agreement to FlowStone Partners, LLC (“FlowStone”), as part of a rebranding initiative on or about April 8, 2019, (the foregoing referred to as a “Reorganization”);WHEREAS, the Reorganization will not result in any changes to the personnel or investment operations with respect to the Fund; andWHEREAS, Cresset SPG,
