acpstratn2-7

Investors subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and other tax-qualified plans, including individual retirement accounts (“IRAs”), Keogh plans and other plans subject to the Code’s prohibited transaction rules may purchase Shares in the Fund. In some cases, the investment manager of an investment fund in which ERISA plans and other tax-qualified plans invest may be or become a fiduciary under ERISA with respect to such ERISA plans because the investment manager is treated as actively managing both the investment fund and the assets of the ERISA plan investor. However, the investment manager of the investment fund is not treated as a fiduciary under ERISA if the investment fund is an investment company registered under the Investment Company Act. Because the Fund is registered as an investment company under the Investment Company Act, the underlying assets of the Fund will not be considered “plan assets” of any plan investing in the Fund for purposes of ERISA’s fiduciary duties or the prohibited transaction provisions under either the Code or ERISA. Accordingly, neither the Investment Manager nor any of its affiliates will be fiduciaries with respect to the plans investing in the Fund based solely on the Investment Manager’s management of the Fund’s assets. Nevertheless, investment in the Fund by an ERISA plan or a tax-qualified plan requires special consideration. Trustees, administrators, investment managers and any other fiduciaries of such entities are specifically responsible for the initial and ongoing decisions to invest in the Fund and for the avoidance of any prohibited transaction with respect to the particular employer benefit plan investor. The plan fiduciaries are urged to review carefully the ERISA Considerations section of the Statement of Additional Information.

The Fund will repurchase Units or portions thereof from Members pursuant to written tenders on terms and conditions that the Board of Directors determine to be fair to the Fund and to all Members or persons holding Units acquired from Members, or to one or more classes of Members, as applicable. The value of a Member's Unit (or the portion thereof) that is being repurchased will be determined based upon the value of the Member's capital account (or the portion thereof being repurchased) as of the Valuation Date (as defined below), after giving effect to all allocations that are made as of such date. When the Board of Directors determines that the Fund shall repurchase Units or portions thereof, notice will be provided to Members describing the terms thereof, containing information Members should consider in deciding whether to participate in the repurchase opportunity and containing information on how to participate. Members who are deciding whether to tender their Units or portions thereof during the period that a repurchase offer is open may ascertain the approximate net asset value of their Units by contacting the Investment Manager prior to the date upon which such Member must decide whether to participate in the repurchase opportunity. Under the repurchase procedures described therein, Members will have to decide whether to tender their Units for repurchase without the benefit of having current information regarding the value of the Units as of a date proximate to the Valuation Date. In addition, there will be a substantial period of time between the date as of which Members must tender their Units and the date they can expect to receive payment for their Units from the Fund.

The Operating Agreement provides that a Director shall not be liable to the Fund or to any of its Members for any loss or damage caused by any act or omission in the performance of his or her services under the Operating Agreement, unless it is determined that such loss is due to an act or omission of the Director constituting willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the Director's office. Directors are also entitled to be indemnified to the fullest extent permitted by law against all losses, claims, damages, liabilities, costs and expenses, including, but not limited to, amounts paid in satisfaction of judgments, in compromise, or as fines or penalties, and reasonable counsel fees, incurred in connection with the defense or disposition of any action, suit, investigation or other proceeding, whether civil or criminal, before any judicial, arbitral, administrative or legislative body, in which the Director may be or may have been involved as a party or otherwise, or with which the Director may be or may have been threatened, while in office or thereafter, by reason of being or having been a Director of the Fund or the past or present performance of services to the Fund by the Director, except to the extent such loss, claim, damage, liability, cost or expense shall have been finally determined in a decision on the merits in any such action, suit, investigation or other proceeding to have been incurred or suffered by the Director by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of such the Director’s office. The rights of indemnification and exculpation provided under the Operating Agreement do not provide for indemnification under federal securities laws that, under certain circumstances, impose liability even on persons that act in good faith, to the extent, but only to the extent, that such indemnification would be in violation of applicable law. Directors may also be entitled to advancement of expenses incurred in legal proceedings provided that the director undertakes to reimburse the Fund if it is ultimately determined that indemnification of such expenses is not authorized under the Operating Agreement.

The Board of Directors decides how to report the Fund items on the Fund’s tax returns, and all Members are required under the Code to treat the items consistently on their own returns, unless they file a statement with the Service disclosing the inconsistency. In the event the returns of the Fund are audited by the Service, the tax treatment of the Fund’s income and deductions generally is determined at the Fund level in a single proceeding rather than by individual audits of the Members. A Director of the Fund who is a Member shall be designated as the Fund’s “Tax Matters Partner” in the Operating Agreement. Gary E. Shugrue has been designated as the Tax Matters Partner. In the event that no Director is a Member, a Member shall be designated. The Tax Matters Partner has considerable authority to make decisions affecting the tax treatment and procedural rights of all Members. In addition, the Tax Matters Partner has the authority to bind certain Members to settlement agreements and the right on behalf of all Members to extend the statute of limitations relating to the Members’ tax liabilities with respect to Fund items. In addition, a federal income tax audit of the Fund’s information return may result in an audit of the returns of the Members, and such an audit could result in adjustments to items that are unrelated to the Fund as well as to related items. Prospective investors should also recognize that they might be forced to incur substantial legal and accounting costs in resisting any challenge by the Service to any items in their individual returns, even if the challenge by the Service should prove unsuccessful. The Fund will not be responsible for paying any expenses incurred by a Member in connection with an audit of its individual tax return or its participation in an audit of the Fund’s information return.

Passive Foreign Investment Companies. Fund investments, directly or through its ownership of interests in the Underlying Funds, in securities of certain companies outside the United States may result in the application of the rules relating to a passive foreign investment company (a “PFIC”). A PFIC generally is any foreign corporation if 75% or more of its gross income for the taxable year is “passive income,” or the average percentage of assets held by such corporation during the taxable year which produces passive income or which are held for the production of passive income is at least 50%. Stock of a PFIC owned by the Fund or an Underlying Fund would be treated as owned proportionately by the Fund’s Members. The holder of stock of a PFIC is required to pay tax and a special interest charge on the receipt of an “excess distribution” or on gain recognized from the disposition of stock in the PFIC. Certain adverse tax consequences caused by the PFIC rules can be avoided if the PFIC Member (the Fund or the Underlying Fund as the case may be) elects to have its investment taxed under the qualified electing fund (“QEF”) rules. In general, under the QEF rules, a U.S. investor such as the Fund would include annually in its income its pro rata share of the earnings and profits of the PFIC whether or not distributed. The Fund may elect to mark-to-market the “marketable stock” in a PFIC, which is owned by the Fund. If such election were made, the Fund would include in its income in a taxable year the excess of the fair market value of the “marketable stock” over its adjusted basis. If the adjusted basis of such stock exceeds its fair market value, the Fund would be allowed a deduction equal to the lesser of (i) the amount of such excess, or (ii) the “unreversed inclusions” with respect to such stock. Any QEF election or mark-to-market election made by the Fund would be made by the Board of Directors, in its sole discretion, in any case in which the Fund invests in the securities of a PFIC. The Board of Directors expects to make these elections on behalf of the Fund, if applicable, to the extent it receives the information needed to implement these elections. It is not possible to determine whether or not any such election would be made by an Underlying Fund.

Prudence and Diversification. Before authorizing an investment in Units of the Fund, fiduciaries of a pension, profit sharing or other employee benefit plan subject to the Employee Income Security Act of 1974, as amended, (“ERISA Plans”) should consider (i) whether the investment in such Units satisfies the prudence and diversification requirements of Section 404 of ERISA, (ii) whether such fiduciaries have authority to acquire such Units under the plan’s investment policies and appropriate governing instruments (including Title I of ERISA) and (iii) whether the investment will result in unrelated business taxable income to the plan (see “Tax Treatment of Fund Investments – Unrelated Business Taxable Income”). If a fiduciary with respect to an ERISA Plan breaches its responsibilities with regard to selecting an investment or an investment course of action for such ERISA Plan, the fiduciary may be held personally liable for losses incurred by the ERISA Plan as a result of such breach. Accordingly, the Board of Directors requires all ERISA Plans proposing to invest in the Fund to represent, among other things, that: it, and any fiduciaries responsible for the Plan’s investments are aware and understand the Fund’s investment objective, policies and strategies; (ii) the decision to invest assets of the ERISA Plan in the Fund was made with appropriate consideration of relevant investment factors with regard to the ERISA Plan; and (iii) the fiduciary making the investment decision on behalf of the ERISA Plan met its fiduciary duties and obligations as imposed by ERISA in making the decision to invest assets of the ERISA Plan in the Fund; and (iv) it and any fiduciary responsible for the investment of the ERISA Plan’s assets specifically acknowledge that the Investment Manager of each Fund is neither an ERISA fiduciary nor otherwise responsible for determining whether the initial and continuing investment in a Fund satisfies the ERISA fiduciary responsibilities with respect to that ERISA Plan and that such investment is not a prohibited transaction with respect to the plan investor.

ACP Strategic Opportunities
Fund II, LLC

Financial Statements for the Year
Ended December 31, 2008


x	Registration Statement under the Investment Company Act of 1940

x	Amendment No. 2


N-2 ITEM			LOCATION IN REGISTRATION STATEMENT
			NUMBER

PART A
1	.	Outside Front Cover		Cover Page

2	.	Cover Pages; Other Offering
		Information		Cover Page

3	.	Fee Table and Synopsis		FEES AND EXPENSES

4	.	Financial Highlights		Not Applicable

5	.	Plan of Distribution		PLAN OF DISTRIBUTION (SAI)

6	.	Selling Members		Not Applicable

7	.	Use of Proceeds		USE OF PROCEEDS (SAI)

8	.	General Description
		of the Registrant		GENERAL DESCRIPTION OF THE FUND;
				INVESTMENT OBJECTIVE AND GOALS;
				INVESTMENT STRATEGIES AND
				SELECTION OF UNDERLYING FUNDS;
				RISK FACTORS

9	.	Management		INVESTMENT MANAGER

10	.	Capital Stock, Long-Term Debt,
		and Other Securities		REDEMPTIONS AND REPURCHASES
				UNITS; TAXES

11	.	Defaults and Arrears on Senior Securities		Not Applicable

12	.	Legal Proceedings		Not Applicable

13	.	Table of Contents of the Statement of		TABLE OF CONTENTS OF THE
		Additional Information		STATEMENT OF ADDITIONAL
				INFORMATION

14.	Cover Page	Cover Page

15.	Table of Contents	TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL

16.	General Information and History	GENERAL DESCRIPTION OF THE FUND

17.	Investment Objectives and Policies	INVESTMENT STRATEGIES AND SELECTION OF UNDERLYING FUNDS

18.	Management. The Fund's Investment Adviser; Portfolio Manager; Board of Directors and Officers	MANAGEMENT OF THE FUND

19.	Control Persons and Principal Holders of Securities	CONTROL PERSONS

20.	Investment Advisory and Other Services	MANAGEMENT OF THE FUND

21.	Brokerage Allocation and Other Practices	BROKERAGE PRACTICES

22.	Tax Status	TAXES; TAX TREATMENT OF FUND INVESTMENTS

23.	Financial Statements	FINANCIAL STATEMENTS



1.	FINANCIAL STATEMENTS:
	a.	Audited Financial Statements for the Fiscal Year ended December 31, 2008 and unaudited Financial Statements for the period ended June 30, 2008 (including statement of Assets and Members Capital, Statement of Operations, Statement of Changes in Members Capital, Statement of Cash Flows, Financial Highlights and Notes the Financials)

2.	EXHIBITS

a.	Charter		Certificate of Formation as filed
			with the State of Delaware on January
			28, 2002.*

b.	By-laws		Limited Liability Company Operating
			Agreement dated January 28, 2002.*

c.	Any Voting Trust Agreement		Not Applicable.

d.	All Instruments Defining		See Operating Agreement (Item
			25(2)(b).)
	Rights of Securities’ Holders

e.	Dividend Reinvestment Plan		Not Applicable

f.	Constituent Instruments		Not Applicable
	Defining the Rights of the
	Holders of Long-Term Debt

g.	Investment Advisory		Investment Management Agreement
	Contracts		by and between Registrant and
			Ascendant Capital Partners, LP
			dated December 22, 2008.

h.	Underwriting or		Not Applicable
	Distribution Contract

i.	Bonus, Profit Sharing,		Not Applicable
	Pension or other Similar
	Contracts


j.	Custodian Agreements and	Custody Agreement between UMB
	Depository Contracts	Bank, N.A. and Registrant dated July
		30, 2007.**

k.	All other Material Contracts	Administration Agreement
		between Registrant and Pinnacle
		Fund Administration LLC dated
		January 1, 2009.

l.	Opinion and Consent of Counsel	Not Applicable

m.	Consent to Service of Process	Not Applicable

n.	Copies of Any Other Opinions	Not Applicable


o.	Omitted Financial Statements	Not Applicable

p.	Initial Capital Agreements	Form of Subscription Agreement and
		Power of Attorney.**

q.	Retirement Plan	Not Applicable

r.	Code of Ethics	Ascendant Capital Partners LP
		Personal Trading Policy / Code of
		Ethics.*

		ACP Strategic Opportunities Fund II,
		LLC Code of Ethics.*

Title of Class	Number of Record Holders (as of 5/31/09)
Units of Beneficial Interest in the Fund	35


Name and Position with Investment Manager	Name, Address and Position with other Company
Gary E. Shugrue, President and Chief Investment Officer and General Partner	1.	BHR Fund Advisors 1160 West Swedesford Rd Berwyn, PA 19312 Director
	2.	ACP Funds Trust (2 Series) 150 N. Radnor Chester Rd., Ste C-220 Radnor, PA 19087 Director
	3.	Quaker Investment Trust Quaker Funds, Inc. 309 Technology Drive Malvern, PA 19355 Director

	1.	Pinnacle Fund Administration, LLC 8008 Corporate Center Drive, Suite 310 Charlotte, NC 28226
	2.	Ascendant Capital Partners, LP 150 N. Radnor Chester Rd., Suite C-220 Radnor, PA 19087

	ACP STRATEGIC OPPORTUNITIES FUND II, LLC

	By: /s/ Gary E. Shugrue
	Gary E. Shugrue President and Chief Investment Officer

GENERAL DESCRIPTION OF THE FUND	3

INVESTMENT MANAGER	3

SUMMARY OF FEES AND EXPENSES	4

FINANCIAL HIGHLIGHTS	7

FUND MANAGER	8

BOARD OF DIRECTORS	8

INVESTMENT OBJECTIVE AND GOALS	8

INVESTMENT STRATEGIES AND SELECTION OF UNDERLYING FUNDS	9

RISK FACTORS	10

INVESTMENT RESTRICTIONS	15

THE OFFERING – UNITS OF THE FUND	17

USE OF PROCEEDS	17

INVESTOR QUALIFICATIONS	17

PLAN OF DISTRIBUTION	17

RESTRICTIONS ON TRANSFERS	18

REDEMPTIONS AND REPURCHASES OF UNITS	19

CALCULATION OF NET ASSET VALUE	19

CAPITAL ACCOUNTS	20

DISTRIBUTIONS	20

VOTING RIGHTS	20

MANAGEMENT FEE	21

FUND EXPENSES	22

INDEMNIFICATION	22

TAXES	22

ERISA PLANS AND OTHER TAX QUALIFIED PLANS	23

PERIODIC REPORTS	23

CUSTODIAN	23

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	24

ADMINISTRATOR & DIVIDEND PAYING AGENT	24

ADDITIONAL INFORMATION	24

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION	26

Actual Annual Expenses 2008 (as a percentage of net assets attributable to Units)
Management Fee (1)	1.29	%
Other Expenses (2)	0.99	%
Underlying Fund Fees and Expenses (3) (4)	2.88	%(4)
Total Annual Expenses (5)	5.16	%

Return for the Prior 12 - Month Period*	Management Fee Adjustment	Net Management Fee
Less than 6.00%	- 0.50%	1.00%
6.00% or greater	-----	1.50%

1 YEAR	$56.92

3 YEARS	$191.22

5 YEARS	$320.87

10 YEARS	$750.28

	For the Year Ended December 31,
	2008				2007				2006				2005				2004
NET ASSET VALUE, Beginning of Year	$	14.68			$	13.07			$	12.10			$	11.39			$	10.64

INVESTMENT OPERATIONS
				(a)				(a)												(a)
Net investment loss		(0.31	)			(0.25	)			(0.16	)	(a)		(0.15	)	(a)		(0.17	)
Net realized and unrealized gain (loss) from investments in Underlying Funds		(1.10	)			1.86				1.13				0.86				0.92
Total from investment operations		(1.41	)			1.61				0.97				0.71				0.75


NET ASSET VALUE, End of Year	$	13.27			$	14.68			$	13.07			$	12.10			$	11.39

TOTAL RETURN		(9.60	)%			12.32	%			8.02	%			6.23	%			7.05	%

RATIOS / SUPPLEMENTAL DATA
Members' Capital at end of year (000's omitted)	$	35,622			$	37,450			$	27,130			$	17,804			$	13,577

Ratios to Average Net Assets:
Net investment loss		(2.19	)%			(1.83	)%			(1.26	)%			(1.29	)%			(1.57	)%
Expenses, net of reimbursements/waiver of fees		2.29	%			2.17	%			1.67	%			1.42	%			1.60	%
Expenses, excluding reimbursements/waiver of fees		2.29	%			2.38	%			2.98	%			3.17	%			3.27	%

PORTFOLIO TURNOVER RATE		19	%			12	%			11	%			35	%			15	%

Return for Prior 12 - Month Period†*	Management Fee Adjustment†	Net Management Fee†
Less than 6.00%*	- 0.50%	1.00%
6.00% or greater*	-----	1.50%

Name, (Age) and Address	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Director	Other Directorships held by Director or Nominee
John Connors Age: 66 100 Matsonford Road Radnor, PA 19087	Director	Term: Indefinite Length: Since 2002	Portfolio Manager, Guyasuta Investment Advisors (Since 12/2000); previously, Portfolio Manager, Delaware Investments. N/A (1977-2000); portfolio manager Mellon Bank (1967-1977); Financial Analyst IBM (10/65-6/67)	ACP Funds Trust (2 series); ACP Strategic Opportunities Fund II, LLC.	None.
Robert Andres Age: 70 Andres Capital Management 11 Twin Creek Lane Berwyn, PA 19312	Director	Term: Indefinite Length: Since 2004	Senior Vice-President, Chief Investment Strategist, Envestnet/PMC (present) President, Andres Capital Management (2007-2008); previously, Haverford Trust (2005-2007); Martindale Andres & Co. (1989-1994); President, Merrill Lynch Mortgage Capital (1970-1987);National Sales Manager, Municipal Securities, Kidder Peabody (1968-1970); Herbert J. Sims & Co. (1962-1964)Municipal Bond Division., J.P. Morgan (1957-1962).	ACP Funds Trust (2 series); ACP Strategic Opportunities Fund II, LLC.	None.
James Brinton Age: 54 123 West Lancaster Ave. Wayne, PA 19087	Director	Term: Indefinite Length: Since 2007	President, Robert J. McAllister Agency, Inc. (Independent Insurance Broker) (since 1979)	ACP Funds Trust (2 series); ACP Strategic Opportunities Fund II, LLC.	Quaker Investment Trust (8 series)

Name	Dollar Range of Fund Units*	Aggregate Dollar Range of Units/Shares in All Registered Investment Companies Overseen by Director in Family of Investment Companies*
John Connors	$0	$0
James Brinton	$10,001 - $50,000	$10,001 - $50,000
Robert Andres	Over $100,000	Over $100,000

Name and Position with Fund	2008 Aggregate Compensation from the Fund	Pension or Retirement Benefits Accrued as Part of Fund Expenses	Estimated Annual Benefits Upon Retirement	Total Compensation from Fund and Fund Complex Paid to Directors 2008
John Connors, Director	$8,000	$0	$0	$8,000
James Brinton, Director	$10,000	$0	$0	$10,000
Robert Andres, Director	$10,000	$0	$0	$10,000

Name, (Age) and address During the Past 5 Years	Position(s) Held with Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Other Directorships Held by Director
Gary E. Shugrue, Age 54, Berwyn, PA	Investment Manager; Director	Term-Indefinite Length of Service- Since 2002	President & Chief Investment Officer of Ascendant Capital Partners, LP (since 2001); previously, General Partner of Argos Advisors (1988-2000).	BHR Fund Advisors; Quaker Investment Trust (8 series)
Stephanie Strid Davis, Age 38, Berwyn, PA	Chief Operating Officer; Director, Client Services and Fund Administration	Term-Indefinite Length of Service- Since 2001 (Director, Client Services and Fund Administration) and 2007 (Chief Operating Officer)	Chief Operating Officer (since 2007); Director, Client Services and Fund Operations, Ascendant Capital Partners, LP (since 2001) Chief Compliance Officer (since 2008)	None.

Name of Portfolio Manager	Type of Accounts	# of Accounts Managed	Total Assets (as of May 31, 2009).	# of Accts where advisory fee based on Performance	Total Assets in Accts where Advisory Fees based on Performance
Gary E. Shugrue	Registered Investment Companies (RICS):	2	$15 million $7.8 million	0	0
	Other Pooled Investment Vehicles:	0	$0	0	0
	Other Accounts:	0	$0	0	0

Name and Position	Number of Units beneficially owned	Percentage of Units beneficially owned	Address
Interested Director
Gary E. Shugrue Director, President and Chief Investment Officer	2,252.956	0.08%	150 N. Radnor Chester Rd., Suite C-220, Radnor, PA 19087
Independent Directors
Robert Andres, Director	56,589.782	2.03%	150 N. Radnor Chester Rd., Suite C-220, Radnor, PA 19087
John Connors, Director	0	0%	150 N. Radnor Chester Rd., Suite C-220, Radnor, PA 19087
James Brinton, Director	0	0%	150 N. Radnor Chester Rd., Suite C-220, Radnor, PA 19087
Officer(s)
Stephanie Strid Davis, Director, Client Services, Fund Administration / Compliance	0	0%	150 N. Radnor Chester Rd., Suite C-220, Radnor, PA 19087
Beneficial Owners of more than 5% and control persons
The Robert E. Turner Irrevocable Trust	261,736.949	9.39%	1205 Westlakes Drive Suite 100, Berwyn, PA 19312
The Robert E. and Carolyn W. Turner Foundation	131,947.783	4.73%	1205 Westlakes Drive Suite 100, Berwyn, PA 19312
Robert E. Turner and Carolyn W. Turner, (JTWROS),	356,463.306	12.79%	1205 Westlakes Drive Suite 100 Berwyn, PA 19312
Mark Turner and Christine M. Turner (JTWROS),	25,000.00	0.90%	1205 Westlakes Drive Suite 100, Berwyn, PA 19312
ACP Advantage Series Strategic Opportunities Fund	555,018.209	19.91%	150 N. Radnor Chester Rd., Suite C-220, Radnor, PA 19087
ACP Institutional Series Strategic Opportunities Fund	1,071,382.976	38.44%	150 N. Radnor Chester Rd., Suite C-220, Radnor, PA 19087

Name and Position	Number of Shares beneficially owned	Percentage of Shares beneficially owned	Address
Interested Trustee
Gary E. Shugrue Trustee, President and Chief Investment Officer	0	0%	150 N. Radnor Chester Rd., C-220, Radnor, PA 19087
Independent Trustees
Robert Andres, Trustee	0	0%	150 N. Radnor Chester Rd., C-220, Radnor, PA 19087
John Connors, Trustee	0	0%	150 N. Radnor Chester Rd., C-220, Radnor, PA 19087
James Brinton, Trustee	1,922.034	0.16%	150 N. Radnor Chester Rd., C-220, Radnor, PA 19087
Control persons

All trustees and executive officers of the Fund as a group	1,922.034	0.16%


	Page

Report of Independent Registered Public Accounting Firm	1


Schedule of Investments	2


Statement of Assets, Liabilities and Members' Capital	3


Statement of Operations	4


Statement of Changes in Members' Capital	5


Statement of Cash Flows	6


Financial Highlights	7


Notes to the Financial Statements	8 - 16


Board of Directors (unaudited)	17 - 19


Fund Management (unaudited)	20


Other Information (unaudited)	21 - 23


Investments	Percentage of Member's Capital		Fair Value
Underlying Funds
Long/Short Equity ^#

Consumer
Tiedemann/Falconer Partners, L.P. (cost $2,000,000)	7.7	%	$	2,727,455
Zeke, L.P. (cost $1,090,000)	3.5	%		1,249,884
	11.2	%		3,977,339
Financial Services
Castine Partners, L.P. (cost $3,000,000)	11.2	%		3,998,886

Large Cap Value
Aristos Capital, L.P. (cost $1,500,000)	4.1	%		1,451,573
Healy Circle Partners, L.P. (cost $1,808,000)	5.4	%		1,940,251
	9.5	%		3,391,824
Mid Cap Growth
JetStream Global Institutional Fund, L.P. (cost $1,500,000)	6.3	%		2,261,471

Natural Resources
Hard Assets Partners, L.P. (cost $2,000,000)	6.8	%		2,423,393
Harpswell Capital Partners, L.P. (cost $1,000,000)	2.9	%		1,046,329
	9.7	%		3,469,722
Small Cap Growth
Akahi Fund, L.P. (cost $3,000,000)	9.2	%		3,271,136
Bluefin Investors, L.P. (cost $2,500,000)	8.1	%		2,885,223
	17.3	%		6,156,359
Small Cap Value
Rivanna Partners, L.P. (cost $2,500,000)	7.9	%		2,805,798
Technology
Brightfield Partners, L.P. (cost $2,190,000)	5.4	%		1,917,607
Connective Capital I, L.P. (cost $2,250,000)	7.7	%		2,726,772
STG Capital Partners (QP), L.P. (cost $2,000,000)	5.8	%		2,058,326
	18.9	%		6,702,705

Total Long/Short Equity (cost $28,338,000)	92.0	%		32,764,104

Money Market:
Federated Treasury Obligations Fund (cost $3,258,241)	9.1	%		3,258,241
Total Money Market (cost $3,258,241)	9.1	%		3,258,241

Total Investments in Underlying Funds (cost $31,596,241)*	101.1	%	$	36,022,345
Other Assets and Liabilities	-1.1	%		(400,674	)
Members' Capital	100.0	%	$	35,621,671


Gross Unrealized Appreciation	$	4,746,924
Gross Unrealized Depreciation		(320,820	)
Net Unrealized Appreciation	$	4,426,104


Assets:
Investments in underlying funds, at fair value (cost, $31,596,241)	$	36,022,345
Receivables:
Redemption from underlying fund		3,639,923
Receivable from Investment Manager		55,334
Due from affiliates		2,000
Dividends		606
Other assets		10,397

Total assets		39,730,605

Liabilities:
Withdrawals payable		3,952,047
Contributions received in advance		75,000
Accrued expenses:
Professional fees		72,513
Accounting and administration fees		4,930
Directors' and officer's fees		2,750
Other accrued expenses		887
Custody fees		807

Total liabilities		4,108,934

Members' capital	$	35,621,671


Members' capital
Represented by:
Capital contributions (net)	$	31,784,935
Accumulated net investment loss		(2,340,149	)
Accumulated net realized gain on investments		1,750,781
Net unrealized appreciation on investments		4,426,104

Members' capital	$	35,621,671

Units Outstanding (100,000,000 units authorized)		2,684,232

Net Asset Value per Unit (offering and redemption price per unit)	$	13.27


Investment Income
Dividends	$	37,597
Other		6
Total investment income		37,603

Expenses
Investment management fee		532,633
Professional fees		236,536
Accounting and administration fees		61,826
Board of Directors' and officer's fees		60,750
Insurance expense		18,500
Custody fees		5,393
Other expenses		23,347
Total expenses		938,985

Net investment loss		(901,382	)

Realized and unrealized gain (loss) from investments
Net realized gain from investments in underlying funds		12,509
Net decrease in unrealized appreciation on investments in underlying funds		(3,136,544	)
Net realized and unrealized gain (loss) from investments		(3,124,035	)

Net decrease in members' capital resulting from operations	$	(4,025,417	)


The accompanying notes are an integral part of these financial statements.


	For the Year Ended			For the Year Ended
	December 31, 2008			December 31, 2007
Members' capital - beginning of year	$	37,450,115		$	27,129,830
Capital contributions		10,192,342			9,053,753
Capital withdrawals		(7,995,369	)		(2,575,530	)
Net investment loss		(901,382	)		(593,356	)
Net realized gain from investments in underlying funds		12,509			975,721
Net decrease in unrealized appreciation on investments in
underlying funds		(3,136,544	)		3,459,697
Members' capital - end of year	$	35,621,671		$	37,450,115


Cash flows from operating activities:
Net decrease in members' capital resulting from operations	$	(4,025,417	)
Adjustments to reconcile net decrease in partners' capital resulting
from operations to net cash used in operating activities:
Net realized gain from investments in underlying funds		(12,509	)
Net change in unrealized appreciation on investments in underlying funds		3,136,544
Cost of investments in underlying funds purchased		(8,500,000	)
Proceeds from redemptions of investments in underlying funds		6,962,509
Net purchase of money market fund		(1,370,183	)
Increase in receivable for redemption of underlying funds		(1,025,936	)
Decrease in receivable from Investment Manager		15,000
Decrease in dividends and interest receivable		2,950
Decrease in other assets		720
Increase in accrued professional fees payable		12,013
Increase in accounting and administration fees payable		242
Decrease in custody fees payable		(1,777	)
Increase in directors' and officer's fees payable		2,750
Increase in other accrued expenses		887

Net cash used in operating activities		(4,802,207	)

Cash flows from financing activities:
Capital contributions received (net of contributions received in advance)		9,017,342
Capital withdrawals paid (net of change in withdrawals payable)		(4,464,314	)

Net cash provided by financing activities		4,553,028


Net decrease in cash		(249,179	)
Cash at beginning of year		249,179
Cash at end of year	$	-


	Investments
	in
Valuation Inputs	Securities
Level 1 – Quoted Prices	$	3,258,241
Level 2 – Other Significant Observable Inputs		-
Level 3 – Significant Unobservable Inputs		32,764,104

Total	$	36,022,345


	Investments in Securities
Balance as of 12/31/2007	$	34,350,648
Change in Unrealized Appreciation **		(3,136,544	)
Realized gains **		12,509
Net Purchases / (Sales)		1,537,491
Transfers In / (Out) of Level 3		-

Balance as of 12/31/2008	$	32,764,104


	For the		For the
	Year ended		Year ended
	December 31, 2008		December 31, 2007

Number of Units issued	708,169		657,897
Number of Units redeemed	(574,409	)	(183,705	)
Net increase in Units outstanding	133,759		474,192
Units outstanding, beginning of the year	2,550,473		2,076,281
Units outstanding, end of period	2,684,232		2,550,473

Name, Age and	Position(s)	Term of Office	Principal	Number of	Other
Address	Held with	and Length of	Occupation(s)	Portfolios in	Directorships
	Fund	Time Served		Fund Complex	held by
				Overseen by	Director or
				Director	Nominee
John Connors	Director	Term:	Portfolio Manager,	ACP Funds	None.
Age: 66		Indefinite	Guyasuta Investment	Trust (2 series);
100 Matsonford		Length: Since	Advisors (Since	ACP Strategic
Road		2002	12/2000); previously,	Opportunities
Building 5, suite			Portfolio Manager,	Fund II, LLC.
520			Delaware Investments.
Radnor, PA			N/A (1977-2000);
19087			portfolio manager
			Mellon Bank (1967-
			1977); Financial Analyst
			IBM (10/65-6/67)
Robert Andres	Director	Term:	Senior Vice-President,	ACP Funds	None.
Age: 70		Indefinite	Chief Investment	Trust (2 series);
Andres Capital		Length: Since	Strategist,	ACP Strategic
Management		2004	Envestnet/PMC	Opportunities
11 Twin Creek			(present)	Fund II, LLC.
Lane			President, Andres
Berwyn, PA			Capital Management
19312			(2007-2008); previously,
			Haverford Trust (2005-
			2007); Martindale
			Andres & Co. (1989-
			1994); President, Merrill
			Lynch Mortgage
			Capital (1970-
			1987);National Sales
			Manager, Municipal
			Securities, Kidder
			Peabody (1968-1970);
			Herbert J. Sims & Co.
			(1962-1964)Municipal
			Bond Division., J.P.
			Morgan (1957-1962).

Name, Age	Position(s) Held	Term of	Principal	Number of	Other
and Address	with Fund	Office	Occupation(s)	Portfolios in	Directorships
		and	During Past 5	Fund	held by
		Length	Years	Complex	Director or
		of Time		Overseen by	Nominee
		Served		Director
Gary	President, Chief	Term:	President &	ACP Funds	BHR Fund
Shugrue	Investment	Indefinite	Chief Investment	Trust (2	Advisors;
Age: 54	Officer (CIO) and	Length:	Officer of	series);ACP	Quaker
	Director	Since	Ascendant	Strategic	Investment Trust
		2007	Capital Partners,	Opportunities	(8 series)
		(Director)	LP. (since	Fund II, LLC).
		Since	2001);
		2001	previously,
		(President	General Partner
		and	of Argos
		CIO)	Advisors (1988-
			2000).

Stephanie	Chief Operating	Term:	Director, Client	n/a	n/a
Strid Davis	Officer; Director,	Indefinite	Service and
Age: 38	Client Service	Length:	Fund
	and Fund	Since	Operations of
	Administration;	2001	ACP
	Chief		Investments,
	Compliance		LP; previously
	Officer		Institutional
			Equity Sales,
			Credit Suisse
			First Boston