AMENDMENT NO. 1 DATED AS OF DECEMBER 18, 2014 TO THE INVESTMENT ADVISORY AGREEMENT DATED DECEMBER 8, 2009

Exhibit 99(g)(2)

AMENDMENT NO. 1 DATED AS OF DECEMBER 18, 2014 TO THE
INVESTMENT ADVISORY AGREEMENT DATED DECEMBER 8, 2009

WHEREAS, at a meeting held on November 20, 2014, the Board of Trustees of ACAP Strategic Fund (the "Fund"), in accordance with Section 17 of the Investment Advisory Agreement dated December 8, 2009 between the Fund and Silverbay Capita l Management LLC (the "Agreement"), approved a proposal to reduce the Fund 's Management Fee from 2.00% to 1 .50%.

NOW, THEREFORE, Section 7(b) of the Agreement is hereby amend ed to reduce the Management Fee from 2.00% to 1.50%.

ACAP STRATEGICFUND		SILVERBAY CAPITAL MANAGEMENT LLC
		By:	Alkeon Capital Management. LLC, its managing member
Name: Xxxx Xxxxxxxxxx		Name: Xxxx Xxxxxxxxxx
Title: President and Principal Executive Officer		Title: Chief operating Officer