ACAP STRATEGIC FUND 350 Madison Avenue 9th Floor New York, New York 10017 December 30, 2009 VIA EDGAR Securities and Exchange Commission 100 F Street, NE Washington, D.C. 20549-0505 Attention: Richard Pfordte, Esq. Re: ACAP Strategic Fund Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2 File Nos.: 333-160653, 811-22312 Dear Mr. Pfordte: Pursuant to Rule 461(a) under the Securities Act of 1933, as amended, the undersigned hereby respectfully requests that the effective date for the above-referenced Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2 be accelerated so that it will be declared effective on or about December 31, 2009. Please notify George M. Silfen, Esq., of Schulte Roth & Zabel LLP, counsel to the undersigned, at (212) 756-2131, as soon as possible as to the time the Pre-Effective Amendment No. 2 to the Registration Statement has been declared effective pursuant to this acceleration request. ACAP STRATEGIC FUND By: /s/ Gregory D. Jakubowsky ---------------------------------- Name: Gregory D. Jakubowsky Title: President and Principal Executive Officer SILVERBAY CAPITAL MANAGEMENT LLC By: /s/ A. Tyson Arnedt ---------------------------------- Name: A. Tyson Arnedt Title: Managing Director