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SEC Comment Letter for SALOMON SMITH BARNEY AAA ENERGY FUND II LP (CIK 0001227268) — Sep 28, 2005

SALOMON SMITH BARNEY AAA ENERGY FUND II LP (CIK 0001227268)
Date: Sept. 28, 2005 · CIK: 0001227268 · Accession: 0000000000-05-050161

AI Filing Summary & Sentiment

Date
September 27, 2005
Author
Steven Jacobs
Form
UPLOAD
Company
SALOMON SMITH BARNEY AAA ENERGY FUND II LP (CIK 0001227268)

Letter

Mail Stop 4561 September 27, 2005 Mr. Daniel R. McAuliffe, Jr. Chief Financial Officer and Director Citigroup Managed Futures LLC 399 Park Avenue - 7th Fl. New York, NY 10022

Re: Salomon Smith Barney AAA Energy Fund II L.P. Form 10-K for the year ended December 31, 2004 Filed March 16, 2005 File No. 0-50272

Dear Mr. McAuliffe:

We have reviewed your filing and have the following comment. We have limited our review to only your financial statements and related disclosures and will make no further review of your documents. In our comment we ask you to provide us with information so we may better understand your disclosure. Please be as detailed as necessary in your explanation. After reviewing this information, we may raise additional comments.

Please understand that the purpose of our review process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing. We look forward to working with you in these respects. We welcome any questions you may have about our comment or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.

Form 10-K for the year ended December 31, 2004

Statements of Income and Expenses, page F-8 1. Please tell us what consideration you gave to classifying the allocation to the special limited partner as management fees within expenses. Upon review of paragraph 3 of your advisory agreement, this allocation of special limited partner units appears to be in essence additional compensation paid to your advisor in return for management services.

Please respond to this comment within 10 business days or tell us when you will provide us with a response. Please file your response on EDGAR. Please understand that we may have additional comments after reviewing your response to our comment.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings to be certain that the filings include all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

In connection with responding to our comment, please provide, in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the disclosure in the filings;

* staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filings; and

* the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filings or in response to our comments on your filings.

You may contact Matthew Maulbeck, Staff Accountant, at (202) 551-3466 or the undersigned at (202) 551-3403 if you have questions.

Sincerely,
Steven Jacobs
Accounting Branch Chief

Show Raw Text
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<TEXT>

Mail Stop 4561

      September 27, 2005

 Mr. Daniel R. McAuliffe, Jr.
Chief Financial Officer and Director
Citigroup Managed Futures LLC
399 Park Avenue - 7th Fl.
New York, NY 10022

      Re:	Salomon Smith Barney AAA Energy Fund II L.P.
		Form 10-K for the year ended December 31, 2004
		Filed March 16, 2005
		File No. 0-50272

Dear Mr. McAuliffe:

      We have reviewed your filing and have the following comment.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents.  In our comment we ask you to provide us with
information
so we may better understand your disclosure.  Please be as
detailed
as necessary in your explanation.  After reviewing this
information,
we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comment or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for the year ended December 31, 2004

Statements of Income and Expenses, page F-8
1. Please tell us what consideration you gave to classifying the
allocation to the special limited partner as management fees
within
expenses.  Upon review of paragraph 3 of your advisory agreement,
this allocation of special limited partner units appears to be in
essence additional compensation paid to your advisor in return for
management services.

      Please respond to this comment within 10 business days or
tell
us when you will provide us with a response.  Please file your
response on EDGAR.  Please understand that we may have additional
comments after reviewing your response to our comment.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comment, please provide,
in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

      You may contact Matthew Maulbeck, Staff Accountant, at (202)
551-3466 or the undersigned at (202) 551-3403 if you have
questions.

								Sincerely,

      Steven Jacobs
      Accounting Branch Chief

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Mr. Daniel R. McAuliffe, Jr.
Citigroup Managed Futures LLC
September 27, 2005
Page 1

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