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AAA CAPITAL ENERGY FUND L.P. II - FORM 8-K - November 4, 2009
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
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(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
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
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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 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
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Jerry Pascucci
President and Director
By /s/ Jennifer Magro
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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
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Brian Centner
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