UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2009 AAA CAPITAL ENERGY FUND L.P. II ------------------------------------------------------ (Exact name of registrant as specified in its charter) New York 0-50272 03-0407557 -------------- ------------------ ------------------ (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) c/o Ceres Managed Futures LLC 55 East 59th Street - 10th Floor New York, NY 10022 (Address and Zip Code of principal executive offices) Registrant's telephone number, including area code: (212) 559-2011 -------------- Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Unregistered Sales of Equity Securities On November 1, 2009, the Fund issued 246.0580 Units in exchange for $1,100,000 in a transaction that was not registered under the Act. The Units were issued in reliance upon applicable exemptions from registration under Section 4(2) of the Act and Section 506 of Regulation D promulgated thereunder.
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. AAA CAPITAL ENERGY FUND L.P. II By: Ceres Managed Futures LLC, General Partner By /s/ Jerry Pascucci ---------------------- Jerry Pascucci President and Director By /s/ Jennifer Magro ----------------------- Jennifer Magro Chief Financial Officer and Director Date: November 4, 2009
Ceres Managed Futures LLC 55 East 59th Street - 10th Floor New York, New York 10022 November 4, 2009 VIA EDGAR Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: AAA Capital Energy Fund L.P. II Current Report on Form 8-K Ladies and Gentlemen: On behalf of AAA Capital Energy Fund L.P. II and pursuant to Rule 13a-11 promulgated by the Securities and Exchange Commission (the "Commission"), we transmit herewith for filing with the Commission via EDGAR a Current Report on Form 8-K pursuant to the Securities Exchange Act of 1934 and the rules and regulations thereunder. Should members of the Commission's staff have any questions or comments with respect to this filing, please contact the undersigned at (212) 559-5046. Very truly yours, /s/ Brian Centner ------------- Brian Centner