0000930413-16-005126 Sample Contracts

DISTRIBUTION AGREEMENT
Distribution Agreement • January 27th, 2016 • ACAP Strategic Fund • New York

THIS DISTRIBUTION AGREEMENT (the “Agreement”) by and between ACAP STRATEGIC FUND a Delaware statutory trust (the “Fund”), and BREAKWATER GROUP L.L.C., a Delaware limited liability company (the “Distributor”), is dated as of May 18, 2015 and effective as set forth in Section 9(a) of this Agreement.

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AMENDMENT NO. 1 DATED AS OF DECEMBER 18, 2014 TO THE INVESTMENT ADVISORY AGREEMENT DATED DECEMBER 8, 2009
Investment Advisory Agreement • January 27th, 2016 • ACAP Strategic Fund

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%.

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