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): February 1, 2011
AAA CAPITAL ENERGY FUND L.P. II
(Exact name of registrant as specified in its charter)
New York 0-50272 03-0407557
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
c/o Ceres Managed Futures LLC
522 Fifth Avenue - 14th Floor
New York, NY 10036
(Address and Zip Code of principal executive offices)
Registrant's telephone number, including area code: (212) 296-1999
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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 February 1, 2011, the Fund issued 98.0000 Units in exchange for
$401,165 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/ Walter Davis
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Walter Davis
President and Director
By /s/ Jennifer Magro
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Jennifer Magro
Chief Financial Officer and Director
Date: February 2, 2011
Ceres Managed Futures LLC
522 Fifth Avenue - 14th Floor
New York, NY 10036
February 2, 2011
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) 296-1290.
Very truly yours,
/s/ Brian Centner
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Brian Centner