Exhibit 10.2
 APPENDIX B
 CGM Account No.:
 Please check here if employed by
Morgan Stanley Smith Barney LLC or an affiliate.
 Please check here if employed by
Citigroup Global Markets Inc. or an affiliate.
   Subscription Agreement
 Selling Agent:
 Please check here if Morgan Stanley Smith Barney
LLC served as your selling agent.
 Please check here if Citigroup Global Markets Inc.
served as your selling agent.




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th th
 AAA Capital Energy Fund L.P. II
  Subscription for Units
   Representations, Warranties and Covenants of Subscriber
   B-2




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B-3




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exceeding
    Acceptance of Partnership Agreement and Power of Attorney
  B-4




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Indemnification
 Survival
 Miscellaneous
 Employee-Benefit Plans
 Either (i) or (ii) primary basis and
 or and
  B-5




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B-6




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EXECUTION PAGE
 I. For Client Use:
 A.
    
    Subscription Amount:I hereby subscribe for $___(minimum $25,000).B.
    
    Accreditation:Please select one of the following.
  OR
  If you selected #2 above, please fill in the Prospective Purchaser Questionnaire (Exhibit II,
page B-11) and, if applicable, the Purchaser Representative Questionnaire (Exhibit II-1, page
B-13).
 Benefit Plan Investor Status:
 New York Individual Investor or Trustee Status [FOR INDIVIDUAL INVESTORS ONLY]:
  OR
  OR
  read and sign
 1. Representation:
 2. Signature:
  B-7




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Signature
    
    
    
    SignatureTitle (if applicable)
    
    
    
    Title (if applicable)3. Date:
    
    
    
    Date:
 Please complete Registration Data on the next page.
 II. Branch Manager Approval:
    
    III. For General Partners Use:The General Partners acceptance is conditioned
upon receiving an attestation from a Citigroup Global Markets Inc. or
Morgan Stanley Smith Barney LLC (as indicated on the cover of
this     Subscription Agreement) Branch Manager as to the following:
    

ACCEPTED:
Ceres Managed Futures LLC
By:The Branch Manager
has received all documents required to open this account and acknowledges the
suitability of this investment for the client. In
recommending the purchase of Units, the Branch
Manager, on behalf of Citigroup Global Markets
Inc. or Morgan Stanley Smith Barney LLC has
determined the suitability of the subscriber and
will maintain records containing the basis of the
suitability determination. Prior to executing the
purchase of Units, the Branch Manager, on behalf
of Citigroup Global Markets Inc. or Morgan Stanley
Smith Barney LLC has informed the subscriber of
facts relating to the liquidity and marketability
of the Units. If the account is a partnership or
trust, the Branch Manager acknowledges that he/she
has reviewed the partnership or trust documents
which allow investments in limited partnerships
whose principal business is in futures trading,
and that the anti-money laundering and
know-your-customer documentation for this
subscriber is complete.
    
 Name:
Title:
 B-8




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Registration Data
 Name of Limited Partner
    
    
    
    Name of Joint Limited Partner (if any)(Please Print)
    
    
    
    (Please Print)(See Note 1 Below)Residence Street Address

     (See Note 2 Below)
    
    
    
    Mail Address (if different
than Residence Address)City                    State                    Zip Code
    
    
    
    City                    State                    Zip Code
 Social Security orFederal Employer I.D.Number
    
    If Joint Ownership, check one:
 Smith Barney Account Number
    
    
    
    / / Joint Tenants with right to
          Survivorship (all parties must sign)Note 1: If subscriber is an ERISA
plan or account, please so indicate
    
    
    
    / / Tenants in Common(e.g.: XYZ Co. Pension Plan, Dr.
A Keogh Account, Mr. B IRA Account).
    
    
    
    / / Community PropertyIf Fiduciary or Corporation, check one:Note 2: The address given above must
be the residence address of the Limited
Partner. Post Office boxes and other
nominee addresses will not be accepted.
    
    
    
    / / Trust      / / Partnership
/ / Corporation
 
 For Branch Use  FA Instructions:
 Enter a ticket for purchase amount using security #8955306 and route through IOI.
 B-9




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EXHIBIT I
          B-10




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EXHIBIT II
Prospective Purchaser Questionnaire
   
  
   Stocks
    
    
    
    
    
    Limited Partnership Interests:Bonds
    
    
    
    
    
    Real EstateMutual Funds
    
    
    
    
    
    Oil and GasCommodities
    
    
    
    
    
    EquipmentOptions
    
    
    
    
    
    Other (specify)
   must
 B-11




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B-12




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EXHIBIT II-1
 Questionnaire for Purchaser Representatives
 
  (THE INVESTOR).(Fill in name of investor)
   th th
    B-13




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Name of Purchaser Representative:Name of Represented Investor:Your Business Address:Your Occupation:Your Bus. Tel. No.:
  
    
  B-14




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ONE HIGHEST PLEASE DESCRIBE IN DETAIL
      PLEASE EXPLAIN IN DETAIL YOUR EDUCATIONAL BACKGROUND AND LIST DATES
OF ATTENDANCE AND NAMES OF SCHOOLS
 
  
  
 
      B-15




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i.e.
  NOTE: YOU MAY NOT RELY ON AN ADDITIONAL PURCHASER REPRESENTATIVE UNLESS EACH ADDITIONAL
PURCHASER REPRESENTATIVE HAS COMPLETED A QUESTIONNAIRE AND HAS BEEN ACKNOWLEDGED BY THE INVESTOR TO
BE HIS PURCHASER REPRESENTATIVE.
     B-16




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1 i.e
     NOTE: THE RECEIPT OF ANY SALES COMMISSION WITH RESPECT TO THE INVESTORS PURCHASE OF UNITS
CONSTITUTES COMPENSATION TO BE RECEIVED AS A RESULT OF A MATERIAL RELATIONSHIP.
  in writing
    
 1
    
    The term affiliate of a person means a person
that directly or indirectly, through one or more intermediaries, controls, or
is controlled by, or is under common control with such person. B-17




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(Signature)(Print Name)
 B-18




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EXHIBIT III
 
 NEW YORK STATE LIMITED POWER OF ATTORNEY
 THIS DOCUMENT MUST BE NOTARIZED
  Subscriber section (to be completed by the Subscriber and notarized)
 
 B-19




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B-20




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PRINCIPAL signs here: ==>STATE OF NEW YORK
    
    
    ))
    
    ss.:COUNTY OF ____________
    
    
    )
 
 Notary Public
 General Partner section (to be completed by the General Partner and notarized)
 
  Agent signs here: ==>STATE OF NEW YORK
    
    
    ))
    
    ss.:COUNTY OF ____________
    
    
    )
 
 Notary Public
 B-21




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NEW YORK LIMITED POWER OF ATTORNEY
CAUTIONARY LEGENDS
 The following disclosure is required to be included verbatim in all powers of attorney subject
to Title 15 of Article 5 of the New York State General Obligations Law:
         B-22




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B-23