FORM OF AGREEMENT ADMINISTRATION , ACCOUNTING AND INVESTOR SERVICES AGREEMENT THIS AGREEMENT is made as of ___________, 2002 by and between ACP CONTINUUM RETURN FUND, II, LLC, a _________________ limited liability company (the "Fund"), and PFPC INC.,...

                                                                       Exhibit k

                                                               FORM OF AGREEMENT

           ADMINISTRATION , ACCOUNTING AND INVESTOR SERVICES AGREEMENT

     THIS AGREEMENT is made as of ___________, 2002 by and between ACP CONTINUUM
RETURN  FUND,  II,  LLC, a  _________________  limited  liability  company  (the
"Fund"), and PFPC INC., a Massachusetts corporation ("PFPC").

                              W I T N E S S E T H :

     WHEREAS, the Fund is registered as a closed-end, non-diversified management
investment  company  under the  Investment  Company Act of 1940, as amended (the
"1940 Act"); and

     WHEREAS, the Fund wishes to retain PFPC to provide certain  administration,
accounting and investor services provided for herein, and PFPC wishes to furnish
such services.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
herein contained,  and intending to be legally bound hereby,  the parties hereto
agree as follows:

1.   DEFINITIONS. AS USED IN THIS AGREEMENT:

     (a)  "1933 ACT" means the Securities Act of 1933, as amended.

     (b)  "1934 ACT" means the Securities Exchange Act of 1934, as amended.

     (c)  "AUTHORIZED PERSON" means any officer of the Fund and any other person
          duly authorized by the Fund's directors to give Oral  Instructions and
          Written  Instructions  on behalf of the Fund. An  Authorized  Person's
          scope of authority may be limited by setting forth such  limitation in
          a written document signed by both parties hereto.

     (d)  "CHANGE  OF  CONTROL"  means a change in  ownership  or  control  (not
          including   transactions   between  wholly-owned  direct  or  indirect
          subsidiaries  of a  common  parent)  of 25% or more of the  beneficial
          ownership  of the  shares  of common  stock or  shares  of  beneficial
          interest of an entity or its parent(s).

     (e)  "CEA" means the Commodities Exchange Act, as amended.

     (f)  "MEMBER"  shall  have  the same  meaning  given  such  term in the LLC
          Agreement (as hereinafter defined).


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                                                               FORM OF AGREEMENT

     (g)  "ORAL  INSTRUCTIONS"  mean oral instructions  received by PFPC from an
          Authorized Person or from a person  reasonably  believed by PFPC to be
          an  Authorized  Person.  PFPC  may,  in its  sole  discretion  in each
          separate  instance,  consider and rely upon  instructions  it receives
          from an Authorized Person via electronic mail as Oral Instructions.

     (h)  "ORGANIZATIONAL  DOCUMENTS"  means the Fund's  charter or  articles of
          incorporation,  Limited Liability Company Agreement ("LLC Agreement"),
          bylaws,  confidential  memorandum and other documents constituting the
          Fund.

     (i)  "SEC" means the Securities and Exchange Commission.

     (j)  "SECURITIES  LAWS" means the 1933 Act,  the 1934 Act, the 1940 Act and
          the CEA.

     (k)  "WRITTEN  INSTRUCTIONS"  means (i) written  instructions  signed by an
          Authorized  Person and  received  by PFPC or (ii)  trade  instructions
          transmitted   (and  received  by  PFPC)  by  means  of  an  electronic
          transaction  reporting  system,  access  to  which  requires  use of a
          password  or other  authorized  identifier.  The  instructions  may be
          delivered by hand, mail,  tested telegram,  cable,  telex or facsimile
          sending device.

2.   APPOINTMENT.  The Fund  hereby  appoints  PFPC to  provide  administration,
     accounting and investor  services to the Fund, in accordance with the terms
     set forth in this  Agreement.  PFPC accepts such  appointment and agrees to
     furnish such services.

3.   DELIVERY OF  DOCUMENTS.  The Fund has provided or, where  applicable,  will
     provide PFPC with the following:

     (a)  certified or  authenticated  copies of the  resolutions  of the Fund's
          directors,  approving  the  appointment  of PFPC or its  affiliates to
          provide services and approving this Agreement;

     (b)  a copy of the Fund's most recent effective  registration  statement on
          Form N-2 under the 1940 Act, as filed with the SEC;

     (c)  a copy of all of the Fund's Organizational Documents;

     (d)  a copy of any distribution agreement with respect to the Fund;

     (e)  a copy of any additional  administration agreement with respect to the
          Fund;


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                                                               FORM OF AGREEMENT

     (f)  a copy of any investor  servicing  agreement  made with respect to the
          Fund; and

     (g)  copies (certified or  authenticated,  where applicable) of any and all
          amendments or supplements to the foregoing.

4.   COMPLIANCE WITH RULES AND REGULATIONS.

     PFPC  undertakes  to  comply  with  the  applicable   requirements  of  the
     Securities  Laws,  and any laws,  rules  and  regulations  of  governmental
     authorities having  jurisdiction with respect to the duties to be performed
     by PFPC  hereunder  as are  specified  in  writing  by the Fund to PFPC and
     agreed in writing by PFPC.  Except as specifically  set forth herein,  PFPC
     assumes no responsibility for such compliance by the Fund.

5.   INSTRUCTIONS.

     (a)  Unless otherwise provided in this Agreement,  PFPC shall act only upon
          Oral Instructions or Written Instructions.

     (b)  PFPC shall be entitled to rely upon any Oral  Instructions  or Written
          Instructions  it receives from an Authorized  Person (or from a person
          reasonably  believed by PFPC to be an Authorized  Person)  pursuant to
          this Agreement.  PFPC may assume that any Oral  Instruction or Written
          Instruction received hereunder is not in any way inconsistent with the
          provisions of the Organizational Documents or this Agreement or of any
          vote,  resolution or  proceeding  of the Fund's  directors or Members,
          unless and until PFPC receives Written Instructions to the contrary.

     (c)  The Fund  agrees to forward to PFPC  Written  Instructions  confirming
          Oral  Instructions  (except where such Oral  Instructions are given by
          PFPC or its affiliates) so that PFPC receives the Written Instructions
          as promptly as  practicable  and in any event by the close of business
          on the day after such Oral  Instructions  are received.  The fact that
          such  confirming  Written  Instructions  are not  received  by PFPC or
          differ  from the Oral  Instructions  shall  in no way  invalidate  the
          transactions or enforceability  of the


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                                                               FORM OF AGREEMENT

          transactions  authorized by the Oral Instructions or PFPC's ability to
          rely upon such Oral Instructions.

6.   RIGHT TO RECEIVE ADVICE.

     (a)  ADVICE OF THE FUND.  If PFPC is in doubt as to any action it should or
          should not take, PFPC may request directions or advice, including Oral
          Instructions or Written Instructions, from the Fund.

     (b)  ADVICE OF COUNSEL. If PFPC shall be in doubt as to any question of law
          pertaining  to any  action  it should  or  should  not take,  PFPC may
          request  advice from counsel of its own  choosing  (who may be counsel
          for the Fund, the Fund's investment  adviser or PFPC, at the option of
          PFPC).

     (c)  CONFLICTING  ADVICE.  In the event of a conflict  between  directions,
          advice or Oral Instructions or Written Instructions PFPC receives from
          the Fund,  and the advice PFPC receives  from  counsel,  PFPC may rely
          upon and follow the advice of counsel.

     (d)  PROTECTION  OF PFPC.  PFPC shall be protected and  indemnified  by the
          Fund in any  action  PFPC  takes  or does not  take in  reliance  upon
          directions,  advice or Oral Instructions or Written  Instructions PFPC
          receives  from or on behalf of the Fund or from counsel and which PFPC
          believes,  in good  faith,  to be  consistent  with those  directions,
          advice and Oral Instructions or Written Instructions.  Nothing in this
          section shall be construed so as to impose an obligation upon PFPC (i)
          to seek such  directions  or advice or Oral  Instructions  or  Written
          Instructions,  or (ii) to act in  accordance  with such  directions or
          advice or Oral Instructions or Written Instructions.

7.   RECORDS; VISITS.

     (a)  The  books  and  records  pertaining  to the  Fund,  which  are in the
          possession or under the control of PFPC,  shall be the property of the
          Fund.  Such books and records  shall be  prepared  and  maintained  as
          required by the 1940 Act and other  applicable  securities laws, rules
          and regulations.  The Fund and Authorized Persons shall have access to
          such books and  records at all times  during  PFPC's  normal  business
          hours.  Upon the


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                                                               FORM OF AGREEMENT

          reasonable  request of the Fund,  copies of any such books and records
          shall be provided by PFPC to the Fund or to an Authorized  Person,  at
          the Fund's  expense.  Any such books and records may be  maintained in
          the form of  electronic  media and stored on any magnetic disk or tape
          or similar recording method.

     (b)  PFPC shall keep the following records:

          (i)    all books and  records  with  respect  to the  Fund's  books of
                 account; and

          (ii)   records of the Fund's securities transactions.

8.   CONFIDENTIALITY.

     Each party shall keep  confidential  any information  relating to the other
     party's business  ("Confidential  Information").  Confidential  Information
     shall include (a) any data or information that is  competitively  sensitive
     material, and not generally known to the public, including, but not limited
     to,  information  about  product  plans,  marketing  strategies,  finances,
     operations,  customer  relationships,  customer  profiles,  customer lists,
     sales estimates,  business plans, and internal performance results relating
     to the past,  present or future  business  activities  of the Fund or PFPC,
     their respective  subsidiaries and affiliated  companies and the customers,
     clients and  suppliers  of any of them;  (b) any  scientific  or  technical
     information,  design, process,  procedure,  formula, or improvement that is
     commercially  valuable  and  secret in the sense  that its  confidentiality
     affords the Fund or PFPC a competitive advantage over its competitors;  (c)
     all confidential or proprietary  concepts,  documentation,  reports,  data,
     specifications,  computer software,  source code, object code, flow charts,
     databases,   inventions,  know-how,  and  trade  secrets,  whether  or  not
     patentable or copyrightable;  and (d) anything  designated as confidential.
     Notwithstanding  the  foregoing,  information  shall not be subject to such
     confidentiality  obligations  if it: (a) is already  known to the receiving
     party at the  time it is  obtained;  (b) is or  becomes  publicly  known or
     available through no wrongful act of the receiving party; (c) is rightfully
     received  from a third  party  who,  to the best of the  receiving  party's
     knowledge,  is not under a


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                                                               FORM OF AGREEMENT

     duty of confidentiality;  (d) is released by the protected party to a third
     party without restriction; (e) is required to be disclosed by the receiving
     party pursuant to a requirement of a court order, subpoena, governmental or
     regulatory  agency or law (provided  the  receiving  party will provide the
     other party written notice of such  requirement,  to the extent such notice
     is  permitted);  (f) is  relevant  to the  defense of any claim or cause of
     action  asserted  against  the  receiving  party;  or (g)  has  been  or is
     independently developed or obtained by the receiving party.

9.   LIAISON  WITH  ACCOUNTANTS.  PFPC  shall  act as  liaison  with the  Fund's
     independent public  accountants and shall provide account analyses,  fiscal
     year summaries, and other audit-related schedules with respect to the Fund.
     PFPC  shall take all  reasonable  action in the  performance  of its duties
     under this  Agreement  to assure  that the  necessary  information  is made
     available to such  accountants  for the  expression  of their  opinion,  as
     required by the Fund.

10.  PFPC SYSTEM.  PFPC shall retain title to and  ownership of any and all data
     bases,  computer  programs,  screen formats,  report  formats,  interactive
     design techniques, derivative works, inventions, discoveries, patentable or
     copyrightable matters,  concepts,  expertise,  patents,  copyrights,  trade
     secrets, and other related legal rights utilized by PFPC in connection with
     the services provided by PFPC to the Fund.

11.  DISASTER RECOVERY.  PFPC shall enter into and shall maintain in effect with
     appropriate parties one or more agreements making reasonable provisions for
     emergency  use of  electronic  data  processing  equipment  to  the  extent
     appropriate  equipment is  available.  In the event of equipment  failures,
     PFPC shall, at no additional  expense to the Fund, take reasonable steps to
     minimize service  interruptions.  PFPC shall have no liability with respect
     to the loss of data or service  interruptions  caused by equipment failure,
     provided  such loss or  interruption  is not caused by PFPC's  own  willful
     misfeasance,  bad faith,  gross  negligence  or reckless  disregard  of its
     duties or obligations under this Agreement.

12.  COMPENSATION.  As  compensation  for  services  set forth  herein  that are
     rendered  by PFPC during the term of this  Agreement,  the Fund will pay to
     PFPC a fee or fees as may be agreed to in writing by the Fund and PFPC.


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                                                               FORM OF AGREEMENT

13.  INDEMNIFICATION.  The Fund agrees to indemnify  and hold  harmless PFPC and
     its affiliates,  including their respective officers, directors, agents and
     employees,  from all  taxes,  charges,  expenses,  assessments,  claims and
     liabilities   (including,   without   limitation,    attorneys   fees   and
     disbursements  and  liabilities  arising under the Securities  Laws and any
     state  and  foreign  securities  and blue sky  laws)  arising  directly  or
     indirectly  from  any  action  or  omission  to act  which  PFPC  takes  in
     connection  with the provision of services to the Fund.  Neither PFPC,  nor
     any of its affiliates,  shall be indemnified  against any liability (or any
     expenses  incident to such  liability)  caused by PFPC's or its affiliates'
     own willful misfeasance,  bad faith, gross negligence or reckless disregard
     in the performance of PFPC's  activities under this Agreement.  Any amounts
     payable by the Fund hereunder  shall be satisfied only against the relevant
     portfolio's  assets  and not  against  the  assets of any other  investment
     portfolio of the Fund.  The  provisions  of this  Section 13 shall  survive
     termination of this Agreement.

14.  RESPONSIBILITY OF PFPC.

     (a)  PFPC  shall be under no duty to take any  action on behalf of the Fund
          except  as  specifically  set forth  herein or as may be  specifically
          agreed to by PFPC and the Fund in a  written  amendment  hereto.  PFPC
          shall be obligated to exercise care and  diligence in the  performance
          of  its  duties  hereunder  and to act in  good  faith  in  performing
          services provided for under this Agreement.  PFPC shall be liable only
          for any damages  arising  out of PFPC's  failure to perform its duties
          under this  Agreement to the extent such  damages  arise out of PFPC's
          willful misfeasance, bad faith, gross negligence or reckless disregard
          of such duties.

     (b)  Notwithstanding  anything in this Agreement to the contrary,  (i) PFPC
          shall not be liable for losses, delays, failure, errors,  interruption
          or loss  of  data  occurring  directly  or  indirectly  by  reason  of
          circumstances   beyond  its  reasonable  control,   including  without


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                                                               FORM OF AGREEMENT

          limitation  acts of God;  action  or  inaction  of civil  or  military
          authority;  public enemy; war; terrorism; riot; fire; flood; sabotage;
          epidemics;  labor disputes;  civil  commotion;  interruption,  loss or
          malfunction of utilities,  transportation,  computer or communications
          capabilities;  insurrection; elements of nature; or non-performance by
          a third party; and (ii) PFPC shall not be under any duty or obligation
          to  inquire  into  and  shall  not  be  liable  for  the  validity  or
          invalidity,  authority or lack thereof, or truthfulness or accuracy or
          lack thereof,  of any instruction,  direction,  notice,  instrument or
          other information which PFPC reasonably believes to be genuine.

     (c)  Notwithstanding anything in this Agreement (whether contained anywhere
          in  Sections  15-17  or  otherwise)  to  the  contrary,   Fund  hereby
          acknowledges  and agrees  that (i) PFPC,  in the  course of  providing
          tax-related   services  or   calculating   and   reporting   portfolio
          performance  hereunder,  may rely upon  PFPC's  interpretation  of tax
          positions  or  its   interpretation  of  relevant   circumstances  (as
          determined by PFPC) in providing  such tax services and in determining
          methods of calculating portfolio performance to be used, and that (ii)
          PFPC  shall  not be  liable  to for  losses  or  damages  of any  kind
          associated with such reliance except to the extent such loss or damage
          is substantially due to PFPC's gross negligence or willful misconduct.

     (d)  Notwithstanding  anything in this  Agreement to the contrary,  without
          limiting anything in the immediately  preceding sentence,  Fund hereby
          acknowledges  and agrees  that PFPC shall not be liable for any losses
          or damages of any kind associated with any tax filings with which PFPC
          has  assisted  in any way except to the extent  such loss or damage is
          substantially  due to PFPC's gross  negligence or willful  misconduct;
          provided,  however,


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                                                               FORM OF AGREEMENT

          that PFPC shall not be found to have been grossly negligent for losses
          or damages associated with areas of responsibility that the judiciary,
          regulators (or other  governmental  officials) or members of the hedge
          fund  industry  determine  would  otherwise  apply to PFPC (or similar
          service  providers) and which,  as of the date hereof,  have yet to be
          identified  by such  parties as areas for which  PFPC (or any  similar
          service provider) is (or would be) responsible.

     (e)  Notwithstanding  anything  in  this  Agreement  to the  contrary,  (i)
          neither PFPC nor its affiliates shall be liable for any consequential,
          special or indirect  losses or damages,  whether or not the likelihood
          of such losses or damages was known by PFPC or its affiliates and (ii)
          PFPC's cumulative liability to the Fund for all losses, claims, suits,
          controversies, breaches or damages for any cause whatsoever (including
          but not limited to those arising out of or related to this  Agreement)
          and  regardless of the form of action or legal theory shall not exceed
          the  lesser of  $100,000  or the fees  received  by PFPC for  services
          provided  hereunder during the 12 months immediately prior to the date
          of such loss or damage.

     (f)  No  party  may  assert a cause of  action  against  PFPC or any of its
          affiliates  that  allegedly  occurred more than 12 months  immediately
          prior to the filing of the suit (or, if  applicable,  commencement  of
          arbitration proceedings) alleging such cause of action.

     (g)  Each party shall have a duty to  mitigate  damages for which the other
          party may become responsible.

     (h)  The  provisions of this Section 14 shall survive  termination  of this
          Agreement.


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                                                               FORM OF AGREEMENT

15.  DESCRIPTION OF ACCOUNTING SERVICES ON A CONTINUOUS BASIS.

     PFPC will perform the  following  accounting  services with respect to each
     portfolio:

          (i)    Journalize   investment,   capital   and  income  and   expense
                 activities;

          (ii)   Verify investment buy/sell trade tickets when received from the
                 investment  adviser for the portfolio (the "Adviser") and, with
                 respect only to those  portfolios  that invest  principally  in
                 U.S. domestic  securities,  transmit trades to such portfolio's
                 custodian(s) for proper settlement;

          (iii)  Maintain  individual  ledgers for each investment fund in which
                 the  Fund  is  invested  and  use  valuations  provided  by the
                 underlying  funds in which the Fund is  invested as reported by
                 the Adviser;

          (iv)   Maintain historical tax lots for each security;

          (v)    Record and reconcile  corporate  action  activity and all other
                 capital changes;

          (vi)   Reconcile  cash and  investment  balances  of the Fund with the
                 Fund's custodian(s), and provide the Adviser with the beginning
                 cash balance available for investment purposes.

          (vii)  Calculate contractual  expenses,  including management fees and
                 incentive  allocation,  as applicable,  in accordance  with the
                 Fund's confidential memorandum;

          (viii) Post to and prepare the Statement of Assets and Liabilities and
                 the Statement of Operations in U.S. dollar terms;

          (ix)   Monitor the expense accruals and notify and officer of the Fund
                 of any proposed adjustments;

          (x)    Control all disbursements and authorize such disbursements from
                 the  Fund's   account  with  the   custodian(s)   upon  Written
                 Instructions;

          (xii)  Calculate capital gains and losses;

          (xiii) Determine net income;

          (xiv)  Determine  applicable  foreign  exchange  gains  and  losses on
                 payables and receivables;


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                                                               FORM OF AGREEMENT

          (xv)   If  requested  by the Adviser,  obtain  daily  security  market
                 quotes and currency  exchange  rates from  independent  pricing
                 services  approved  by  the  Adviser,  or if  such  quotes  are
                 unavailable,  then obtain such prices from the Adviser,  and in
                 either  case   calculate   the  market   value  of  the  Fund's
                 investments  in  accordance   with  the  applicable   valuation
                 policies  or  guidelines  provided  by the  Fund  to  PFPC  and
                 acceptable to PFPC;

          (xv)   Transmit or mail a copy of the monthly  portfolio  valuation to
                 the Adviser;

          (xvi)  Arrange  for  the   computation  of  the  net  asset  value  in
                 accordance  with the provisions of the Fund's LLC Agreement and
                 confidential memorandum; and

          (xvii) As appropriate, compute total return and expense ratios.

16.  DESCRIPTION OF  ADMINISTRATION  SERVICES ON A CONTINUOUS  BASIS.  PFPC will
     perform the following  administration  services if required with respect to
     each portfolio:

          (i)    Prepare monthly security transaction listings;

          (ii)   Supply various normal and customary  Fund  statistical  data as
                 requested on an ongoing basis;

          (iii)  Prepare for execution and file the Fund's Federal Form 1065 and
                 state tax returns;

          (vi)   Coordinate  with  the  Adviser  contractual  relationships  and
                 communications  between  the Fund and its  contractual  service
                 providers;

          (vii)  Prepare and file the Fund's Annual and Semi-Annual Reports with
                 the SEC on Form N-SAR via XXXXX;

          (viii) Coordinate  with the Adviser  printing of the Fund's annual and
                 semi-annual shareholder reports; and

          (ix)   Perform such additional  administrative  duties relating to the
                 administration  of the Fund as may  subsequently be agreed upon
                 in writing between the Fund and PFPC.

17.  DESCRIPTION OF INVESTOR  SERVICES ON A CONTINUOUS  BASIS. PFPC will perform
     the following functions:


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                                                               FORM OF AGREEMENT

          (i)    Maintain the register of Members and enter on such register all
                 issues, transfers and repurchases of interests in the Fund;

          (ii)   Arrange for the calculation of the issue and repurchase  prices
                 of  interests  in the Fund in  accordance  with the  Fund's LLC
                 Agreement;

          (iii)  Allocate  income,  expenses,  gains and  losses  to  individual
                 Members'  capital  accounts in  accordance  with the Fund's LLC
                 Agreement;

          (iv)   Calculate  the  Incentive  Allocation  in  accordance  with the
                 Fund's LLC Agreement and reallocate  corresponding amounts from
                 the applicable Members' accounts to the Adviser's account; and

          (v)    Prepare  and  mail  annually  to  each  Member  a  Form  K-1 in
                 accordance with applicable tax regulations.

18.  DURATION AND TERMINATION. This Agreement shall continue until terminated by
     the Fund or by PFPC on sixty (60) days' prior  written  notice to the other
     party.  In the event the Fund gives  notice of  termination,  all  expenses
     associated  with  movement (or  duplication)  of records and  materials and
     conversion  thereof to a successor  service  provider  (or each  successive
     service  provider,  if there are more than one), and all trailing  expenses
     incurred by PFPC, will be borne by the Fund.

19.  CHANGE OF CONTROL.  Notwithstanding  any other provision of this Agreement,
     in the event of an agreement to enter into a transaction  that would result
     in a Change of Control of the  Adviser or  sponsor,  the Fund's  ability to
     terminate the Agreement  pursuant to Section 18 will be suspended  from the
     time of such agreement until two years after the Change of Control.

20.  NOTICES.  Notices  shall  be  addressed  (a) if to  PFPC,  at 000  Xxxxxxxx
     Xxxxxxx,  Xxxxxxxxxx,  Xxxxxxxx 00000, Attention:  President; (b) if to the
     Fund, at ________________, Attention: _____________ or (c) if to neither of
     the  foregoing,  at such  other  address  as shall  have been given by like
     notice to the sender of any


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                                                               FORM OF AGREEMENT

     such notice or other communication by the other party. If notice is sent by
     confirming telegram,  cable, telex or facsimile sending device, it shall be
     deemed to have been  given  immediately.  If notice is sent by  first-class
     mail,  it shall be deemed to have been  given  three days after it has been
     mailed.  If  notice is sent by  messenger,  it shall be deemed to have been
     given on the day it is delivered.

21.  AMENDMENTS.  This Agreement,  or any term thereof, may be changed or waived
     only by written amendment,  signed by the party against whom enforcement of
     such change or waiver is sought.

22.  ASSIGNMENT.  PFPC may  assign its rights  hereunder  to any  majority-owned
     direct or  indirect  subsidiary  of PFPC or of The PNC  Financial  Services
     Group, Inc., provided that PFPC gives the Fund 30 days prior written notice
     of such assignment.

23.  COUNTERPARTS.  This Agreement may be executed in two or more  counterparts,
     each of which shall be deemed an original,  but all of which together shall
     constitute one and the same instrument.

24.  FURTHER ACTIONS. Each party agrees to perform such further acts and execute
     such further documents as are necessary to effectuate the purposes hereof.

25.  MISCELLANEOUS.

     (a)  ENTIRE  AGREEMENT.  This Agreement  embodies the entire  agreement and
          understanding  between the parties and supersedes all prior agreements
          and  understandings  relating to the subject matter  hereof,  provided
          that the parties may embody in one or more  separate  documents  their
          agreement, if any, with respect to delegated duties.

     (b)  NO  CHANGES  THAT  MATERIALLY  AFFECT   OBLIGATIONS.   Notwithstanding
          anything in this


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                                                               FORM OF AGREEMENT

          Agreement  to  the   contrary,   the  Fund  agrees  not  to  make  any
          modifications  to its  registration  statement  or adopt any  policies
          which would affect materially the obligations or  responsibilities  of
          PFPC  hereunder  without the prior  written  approval  of PFPC,  which
          approval shall not be unreasonably withheld or delayed.

     (c)  CAPTIONS.  The captions in this Agreement are included for convenience
          of  reference  only  and  in no  way  define  or  delimit  any  of the
          provisions hereof or otherwise affect their construction or effect.

     (d)  GOVERNING LAW. This Agreement shall be deemed to be a contract made in
          Delaware and governed by Delaware law without  regard to principles of
          conflict of law.

     (e)  PARTIAL  INVALIDITY.  If any provision of this Agreement shall be held
          or made invalid by a court decision,  statute, rule or otherwise,  the
          remainder of this Agreement shall not be affected thereby.

     (f)  SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and shall
          inure to the  benefit  of the  parties  hereto  and  their  respective
          successors and permitted assigns.

     (g)  NO REPRESENTATIONS OR WARRANTIES. Except as expressly provided in this
          Agreement,  PFPC hereby disclaims all  representations and warranties,
          express or implied,  made to the Fund or any other person,  including,
          without  limitation,  any warranties  regarding quality,  suitability,
          merchantability,   fitness  for  a  particular  purpose  or  otherwise
          (irrespective of any course of dealing,  custom or usage of trade), of
          any services or any goods  provided  incidental  to services  provided
          under  this  Agreement.  PFPC  disclaims  any  warranty  of  title  or
          non-infringement except as otherwise set forth in this Agreement.

     (h)  FACSIMILE  SIGNATURES.  The  facsimile  signature of any party to this
          Agreement shall


                                       14


                                                               FORM OF AGREEMENT

          constitute the valid and binding execution hereof by such party.


                                       15


                                                               FORM OF AGREEMENT

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the day and year first above written.


                                             PFPC INC.

                                             By:
                                                ----------------------
                                             Title:
                                                   -------------------


                                             ACP CONTINUUM RETURN FUND, II, LLC

                                             By:
                                                ----------------------
                                             Title:
                                                   -------------------


Business Approval By:
                     -------------
Date:
     -----------------------------
Legal Approval By:
                  ----------------
Date:
     -----------------------------


                                       16