0001140361-08-010288 Sample Contracts

Contract
Custody Agreement • April 25th, 2008 • Acp Strategic Opportunities Fund Ii LLC
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EXHIBIT B SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY
Subscription Agreement and Power of Attorney • April 25th, 2008 • Acp Strategic Opportunities Fund Ii LLC

o (vi) The undersigned is a corporation, partnership or other entity, all the equity investors of which satisfy either (i) or (ii), above; or

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INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 25th, 2008 • Acp Strategic Opportunities Fund Ii LLC • Delaware

AGREEMENT made this 14th day of March, 2007, by and between ACP Strategic Opportunities Fund II, LLC, a Delaware Limited Liability Company (the “Company”), and Ascendant Capital Partners LP, a Delaware Limited Partnership (the “Investment Manager”).

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DATE: May 1, 2007 ADMINISTRATION AGREEMENT -between- ACP Strategic Opportunities Fund II, LLC -and- PINNACLE FUND ADMINISTRATION LLC Pinnacle Fund Administration LLC Charlotte, NC 28226
Administration Agreement • April 25th, 2008 • Acp Strategic Opportunities Fund Ii LLC • Delaware
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