0001213900-18-006136 Sample Contracts

CUSTODY AGREEMENT
Custody Agreement • May 14th, 2018 • Flat Rock Opportunity Fund • Minnesota

THIS AGREEMENT is made and entered into as of this 2nd day of May, 2018, by and between FLAT ROCK OPPORTUNITY FUND, a Delaware statutory trust (the “Trust”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America (the “Custodian”).

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DISTRIBUTION AGREEMENT
Distribution Agreement • May 14th, 2018 • Flat Rock Opportunity Fund • Colorado

THIS AGREEMENT is made as of April 26, 2018, between Flat Rock Opportunity Fund, a Delaware statutory trust (the “Fund”), and ALPS Distributors, Inc., a Colorado corporation (“ALPS”).

FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • May 14th, 2018 • Flat Rock Opportunity Fund • New York

This Form of Investment Advisory Agreement (the “Agreement”) is made as of the day of May, 2018, by and between Flat Rock Opportunity Fund, a Delaware Statutory Trust (the “Fund”), and Flat Rock Global, LLC, a Delaware limited liability company (the “Adviser” or “Flat Rock Global”).

AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST of Flat Rock Opportunity Fund a Delaware Statutory Trust
Rock Opportunity Fund • May 14th, 2018 • Flat Rock Opportunity Fund

WHEREAS, this Trust is a Delaware statutory trust formed pursuant to a Certificate of Trust filed with the Secretary of the State of Delaware on February 12, 2018 and the entering into of a Declaration of Trust, dated as of February 12, 2018 (which Declaration of Trust is hereby amended and restated in its entirety);

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