N-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF

REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number:  811-21031

ACP Strategic Opportunities Fund II, LLC

(Exact name of registrant as specified in charter)

150 N. Radnor Chester Rd., Suite C-220

Radnor, PA 19087

(Address of principal executive offices) (Zip code)

Gary E. Shugrue

Ascendant Capital Partners LP

150 N. Radnor Chester Rd., Suite C-220

Radnor, PA 19087

(Name and address of agent for service)

Registrant's telephone number, including area code:  (610)688-4180

Date of fiscal year end:  December 31

Date of reporting period:  September 30, 2009

Form N-Q is to be used by management investment companies, other than small business investment companies registered on Form N-5 (§§ 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than 60 days after the close of the first and third fiscal quarters, pursuant to rule 30b1-5 under the Investment Company Act of 1940 (17 CFR 270.30b1-5). The Commission may use the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-Q unless the Form displays a currently valid Office of Management and Budget ("OMB") control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to the Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Schedule of Investments.

The Schedule of Investments is attached herewith.

ACP Strategic Opportunities Fund II, LLC

Schedule of Investments – September 30, 2009

	Fair
Investments in Underlying Funds ^ # - 99.6 %	Value
Long/Short Equity ^#:
Consumer –  11.0%
Tiedemann/Falconer Partners, L.P. (cost $2,000,000)	$	2,668,695
Zeke, L.P. (cost $1,090,000)		1,370,511
		4,039,206
Financial Services –  9.2%
Castine Partners, L.P. (cost $2,000,000)		3,394,372
Large Cap Value –  8.2%
Aristos Fund L.P. (cost $2,000,000)		2,014,454
Lightbox Partners L.P. (cost $1,000,000)		1,004,254
		3,018,708
Mid Cap Growth –  11.1%
JetStream Global Institutional Fund, L.P. (cost $1,500,000)		4,076,651
Natural Resources – 10.2%
Hard Assets Partners, L.P. (cost $2,000,000)		2,620,313
Harpswell Capital Partners L.P. (cost $1,000,000)		1,133,542
		3,753,855
Small Cap Growth – 16.0%
Akahi Fund, L.P. (cost $3,000,000)		3,338,153
Bluefin Investors, L.P. (cost $2,000,000)		2,543,075
		5,881,228
Small Cap Value –  8.5%
Rivanna Partners, L.P. (cost $2,500,000)		3,131,900

Technology –  24.4%
Brightfield Partners, L.P. (cost $2,190,000)		2,770,954
Christie Street Capital Fund L.P. (cost $1,000,000)		1,012,765
Connective Capital I, L.P. (cost $2,750,000)		3,105,391
STG Capital Partners, L.P. (cost $2,000,000)		2,064,025
		8,953,135
Total Long/Short Equity (cost $28,030,000)*		36,249,055
Money Market –  0.3%
Federated Treasury Obligations Fund (cost $114,360)		114,360
Total Investments in Underlying Funds (cost $28,144,360)* - 98.9%	$	36,363,415
Other Assets and Liabilities – 1.1%
		399,552
Members' Capital	$	36,762,967

# - Non-income producing securities

^ - Securities in private placement transactions and as such are restricted as to resale.  Total cost and fair value of restricted securities as of March 31, 2009 was $32,007,149 and $37,306,032 respectively.

* - Cost for Federal income tax purposes is the same as for financial statement purposes.  Net unrealized appreciation (depreciation) consists of:

Gross Unrealized Appreciation	$	8,219,054
Gross Unrealized Depreciation		-
Net Unrealized Appreciation	$	8,219,054

Item 2. Controls and Procedures.

(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)).

(b) There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the registrant’s last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 3. Exhibits.

Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) ACP Strategic Opportunities Fund II, LLC

By (Signature and Title)*	/s/ Gary E. Shugrue
	Gary E. Shugrue, President, Chief Investment Officer and Chief Financial Officer (principal executive officer and principal financial officer)

Date November 3, 2009

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*	/s/ Gary E. Shugrue
	Gary E. Shugrue, President, Chief Investment Officer and Chief Financial Officer (principal executive officer and principal financial officer)

Date November 3, 2009

* Print the name and title of each signing officer under his or her signature.

EX-99

ACP Strategic Opportunities Fund II, LLC N-Q

Exhibit 99

Certification Pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act

I, Gary E. Shugrue, certify that:

1. I have reviewed this report on Form N-Q of ACP Strategic Opportunities Fund II, LLC;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the schedules of investments included in this report fairly present in all material respects the investments of the registrant as of the end of the fiscal quarter for which the report is filed;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report, based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date	November 3, 2009	/s/ Gary E. Shugrue
		Gary E. Shugrue, President, Chief Investment Officer and Chief Financial Officer (principal executive officer and principal financial officer)