10-Q 1 file1.htm FORM 10-Q Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period ended June 30, 2007

OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-16526

HUTTON INVESTORS FUTURES FUND L.P. II

(Exact name of registrant as specified in its charter)


Delaware			13-3406160
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

c/o Citigroup Managed Futures LLC
731 Lexington Avenue – 25th Fl.
New York, New York 10022

(Address of principal executive offices) (Zip Code)

(212) 559-2011

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes X No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of ‘‘accelerated filer and large accelerated filer’’ in Rule 12b-2 of the Exchange Act. (check one):

Large accelerated filer Accelerated filer Non-accelerated filer X

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No X

As of July 31, 2007, 1,656.0950 Limited Partnership Redeemable Units were outstanding.

HUTTON INVESTORS FUTURES FUND L.P. II

FORM 10-Q

INDEX


		Page Number
PART I - Financial Information
Item 1.	Financial Statements:
	Statements of Financial Condition at June 30, 2007 (liquidation basis) and December 31, 2006 (unaudited)	3
	Condensed Schedules of Investments at June 30, 2007 (liquidation basis) and December 31, 2006 (unaudited)	4 - 5
	Statements of Income and Expenses and Partners’ Capital for the three and six months ended June 30, 2007 (liquidation basis) and 2006 (unaudited)	6
	Statements of Partner’s Capital for the three and six months ended June 30, 2007 (liquidation basis) and 2006 (unaudited)	7
	Statements of Cash Flows for the three and six months ended June 30, 2007 (liquidation basis) and 2006 (unaudited)	8
	Notes to Financial Statements (unaudited)	9 - 12
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13 - 15
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	16 - 17
Item 4.	Controls and Procedures	18
PART II - Other Information		19

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PART I

Item 1. Financial Statements

Hutton Investors Futures Fund L.P. II
Statements of Financial Condition
(Unaudited)


	June 30, 2007 (liquidation basis) (Note 1)			December 31, 2006
Assets:
Equity in commodity futures trading account:
Cash (restricted $2,507,683 and $2,207,171 in 2007 and 2006, respectively)		$	10,994,844		$	12,381,207
Net unrealized appreciation on open futures positions			811,037			389,768
Unrealized appreciation on open forward contracts			140,248			118,208
			11,946,129			12,889,183
Interest receivable			34,691			43,070
		$	11,980,820		$	12,932,253
Liabilities and Partners’ Capital:
Liabilities:
Unrealized depreciation on open forward contracts		$	135,913		$	39,210
Accrued expenses:
Brokerage commissions			71,800			50,500
Other			26,229			21,251
Redemptions payable			482,908			85,900
			716,850			196,861
Partners’ Capital:
General Partner, 44 Unit equivalents outstanding in 2007 and 2006			299,267			314,967
Limited Partners, 1,612.0950 and 1,735.0950 Redeemable Units of Limited Partnership Interest outstanding in 2007 and 2006, respectively			10,964,703			12,420,425
			11,263,970			12,735,392
		$	11,980,820		$	12,932,253

See accompanying notes to financial statements.

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Hutton Investors Futures Fund L.P. II
Condensed Schedule of Investments
(liquidation basis, see Note 1)
June 30, 2007
(Unaudited)


	Fair Value				% of Partners’ Capital
Futures Contracts Purchased
Energy		$	150,800			1.34	%
Grains			94,366			0.84
Indices			(15,998	)		(0.14	)
Softs			64,435			0.57
Total futures contracts purchased			293,603			2.61

Futures Contracts Sold
Energy			133,050			1.18
Grains			33,038			0.29
Interest Rates U.S.			147,523			1.31
Interest Rates Non-U.S.			206,268			1.83
Metals			47,200			0.42
Softs			(49,645	)		(0.44	)
Total futures contracts sold			517,434			4.59

Unrealized Appreciation on Forward Contracts
Currencies			140,248			1.25
Total unrealized appreciation on forward contracts			140,248			1.25

Unrealized Depreciation on Forward Contracts
Currencies			(135,913	)		(1.21	)
Total unrealized depreciation on forward contracts			(135,913	)		(1.21	)
Total fair value		$	815,372			7.24	%

See accompanying notes to financial statements.

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Hutton Investors Futures Fund L.P. II
Condensed Schedule of Investments
December 31, 2006
(Unaudited)


	Fair Value				% of Partners’ Capital
Futures Contracts Purchased
Grains		$	66,738			0.52	%
Indices			144,698			1.14
Interest Rates U.S.			(232,564	)		(1.83	)
Interest Rates Non-U.S.			(108,453	)		(0.85	)
Softs			99,648			0.78
Total futures contracts purchased			(29,933	)		(0.24	)

Futures Contracts Sold
Energy			418,440			3.29
Interest Rates Non-U.S.			83,720			0.66
Metals			(100,150	)		(0.79	)
Softs			17,691			0.14
Total futures contracts sold			419,701			3.30

Unrealized Appreciation on Forward Contracts
Currencies			118,208			0.93
Total unrealized appreciation on forward contracts			118,208			0.93

Unrealized Depreciation on Forward Contracts
Currencies			(39,210	)		(0.31	)
Total unrealized depreciation on forward contracts			(39,210	)		(0.31	)
Total fair value		$	468,766			3.68	%

See accompanying notes to financial statements.

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Hutton Investors Futures Fund L.P. II
Statements of Income and Expenses and Partners’ Capital
(Unaudited)


	Three Months ended June 30,								Six Months ended June 30,
	2007 (liquidation basis) (Note 1)				2006				2007 (liquidation basis) (Note 1)				2006
Income:
Net gains (losses) on trading of commodity interests:
Realized gains (losses) on closed positions		$	618,207			$	1,462,328			$	(802,107	)		$	(21,336	)
Change in unrealized gains (losses) on open positions			405,748				(1,840,362	)			346,606				(978,218	)
			1,023,955				(378,034	)			(455,501	)			(999,554	)
Interest income			103,606				150,417				225,905				285,564
			1,127,561				(227,617	)			(229,596	)			(713,990	)
Expenses:
Brokerage commissions including clearing fees of $7,838, $6,628, $14,733 and $12,768, respectively			217,195				201,803				398,577				489,082
Other expenses			16,761				9,479				33,567				32,226
			233,956				211,282				432,144				521,308
Net income (loss)			893,605				(438,899	)			(661,740	)			(1,235,298	)
Redemptions-Limited Partners			(482,908	)			(166,053	)			(809,682	)			(1,341,313	)
Net increase (decrease) in Partners’ Capital			410,697				(604,952	)			(1,471,422	)			(2,576,611	)
Partners’ Capital, beginning of period			10,853,273				14,516,379				12,735,392				16,488,038
Partners’ Capital, end of period		$	11,263,970			$	13,911,427			$	11,263,970			$	13,911,427
Net Asset Value per Redeemable Unit (1,656.0950 and 1,843.0950 Redeemable Units outstanding at June 30, 2007 and 2006, respectively)		$	6,801.52			$	7,547.86			$	6,801.52			$	7,547.86
Net income (loss) per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent		$	517.40			$	(235.32	)		$	(356.83	)		$	(630.35	)

See accompanying notes to financial statements.

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Hutton Investors Futures Fund L.P. II
Statements of Partners’ Capital
for the six months ended June 30, 2007
(liquidation basis, see Note 1)
(Unaudited)


	Limited Partners				General Partner				Total
Partners’ Capital at December 31, 2006		$	12,420,425			$	314,967			$	12,735,392
Net loss			(646,040	)			(15,700	)			(661,740	)
Redemption of 123.0000 Redeemable Units of Limited Partnership Interest			(809,682	)			—				(809,682	)
Partners’ Capital at June 30, 2007		$	10,964,703			$	299,267			$	11,263,970

See accompanying notes to financial statements.

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Hutton Investors Futures Fund L.P. II
Statements of Cash Flows
(Unaudited)


	Three Months ended June 30,								Six Months ended June 30,
	2007 (liquidation basis,) see Note 1)				2006				2007 (liquidation basis,) see Note 1)				2006
Cash flows from operating activities:
Net income (loss)		$	893,605			$	(438,899	)		$	(661,740	)		$	(1,235,298	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities:
(Increase) decrease in restricted cash			(712,348	)			735,079				(300,512	)			355,931
(Increase) decrease in net unrealized appreciation on open futures positions			(392,891	)			1,609,214				(421,269	)			—
(Increase) decrease in unrealized appreciation on open forward contracts			(46,687	)			465,096				(22,040	)			984,199
(Increase) decrease in interest receivable			3,684				(440	)			8,379				(4,729	)
Increase (decrease) in net unrealized depreciation on open futures positions			—				171,685				—				162,458
Increase (decrease) in unrealized depreciation on open forward contracts			33,831				(405,633	)			96,703				(168,439	)
Accrued expenses:
Increase (decrease) in brokerage commissions			30,650				(19,800	)			21,300				4,850
Increase (decrease) in other			(5,832	)			(34,989	)			4,978				(12,242	)
Net cash provided by (used in) operating activities			(195,988	)			2,081,313				(1,274,201	)			86,730
Cash flows from financing activities:
Payments for redemptions—Limited Partners			(326,774	)			(1,175,260	)			(412,674	)			(1,502,388	)
Net change in unrestricted cash			(522,762	)			906,053				(1,686,875	)			(1,415,658	)
Unrestricted cash, at beginning of period			9,009,923				11,660,868				10,174,036				13,982,579
Unrestricted cash, at end of period		$	8,487,161			$	12,566,921			$	8,487,161			$	12,566,921

See accompanying notes to financial statements.

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Hutton Investors Futures Fund L.P. II
Notes to Financial Statements
June 30, 2007
(Unaudited)

1. General

Hutton Investors Futures Fund L.P. II (the ‘‘Partnership’’) is a limited partnership organized on March 31, 1987 under the partnership laws of the State of Delaware to engage in the speculative trading of a diversified portfolio of commodity interests including futures contracts, options and forward contracts. The commodity interests that are traded by the Partnership are volatile and involve a high degree of market risk. The Partnership commenced operations on July 24, 1987.

Citigroup Managed Futures LLC, a Delaware Limited Liability company, acts as the general partner (the ‘‘General Partner’’) of the Partnership. The Partnership’s commodity broker is Citigroup Global Markets Inc. (‘‘CGM’’). CGM is an affiliate of the General Partner. The General Partner is wholly owned by Citigroup Global Markets Holdings Inc. (‘‘CGMHI’’), which is the sole owner of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc. (‘‘Citigroup’’). As of June 30, 2007, all trading decisions are made for the Partnership by John W. Henry & Company, Inc. (the ‘‘Advisor’’).

As of June 30, 2007 the Partnership is within the 12-month window of its liquidation date which has caused the Partnership to move from a going concern basis to a liquidation basis of accounting. The liquidation basis of accounting requires the Partnership to record assets and liabilities at values expected to be achieved in liquidation. The change in basis of accounting from a going concern basis to a liquidation basis did not have a material effect on the Partnership’s carrying value of assets and liabilities or its results of operations. All carrying values, whether market or fair values, are expected to be achieved by management during liquidation. As a result, the financial statements have not been presented to reflect the net assets available to partners or changes in net assets available to partners as of and for the three and six months ended June 30, 2007, respectively.

The accompanying financial statements are unaudited but, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the Partnership’s financial condition at June 30, 2007 and December 31, 2006 and the results of its operations and cash flows for the three and six months ended June 30, 2007 and 2006. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. You should read these financial statements together with the financial statements and notes included in the Partnership’s annual report on Form 10-K filed with the Securities and Exchange Commission (the ‘‘SEC’’) for the year ended December 31, 2006.

Due to the nature of commodity trading, the results of operations for the interim periods presented should not be considered indicative of the results that may be expected for the entire year.

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Hutton Investors Futures Fund L.P. II
Notes to Financial Statements
June 30, 2007
(Unaudited)

2. Financial Highlights:

Changes in Net Asset Value per Redeemable Unit of Limited Partnership Interest for the three and six months ended June 30, 2007 and 2006 were as follows:


	Three Months Ended June 30,								Six Months Ended June 30,
	2007				2006				2007				2006
Net realized and unrealized gains (losses) *		$	467.12			$	(310.90	)		$	(466.41	)		$	(761.67	)
Interest income			59.99				80.65				128.74				147.69
Expenses **			(9.71	)			(5.07	)			(19.16	)			(16.37	)
Increase (decrease) for the period			517.40				(235.32	)			(356.83	)			(630.35	)
Net Asset Value per Redeemable Unit, beginning of period			6,284.12				7,783.18				7,158.35				8,178.21
Net Asset Value per Redeemable Unit, end of period		$	6,801.52			$	7,547.86			$	6,801.52			$	7,547.86

*	Includes brokerage commissions.

**	Excludes brokerage commissions.


	Three Months Ended June 30,						Six Months Ended June 30,
	2007			2006			2007			2006
Ratio to average net assets: ***
Net investment loss before incentive fees****		(4.8	)%		(1.6	)%		(3.6	)%		(3.1	)%
Operating expenses		8.6	%		5.5	%		7.5	%		6.8	%
Incentive fees		—	%		—	%		—	%		—	%
Total expenses		8.6	%		5.5	%		7.5	%		6.8	%
Total return:
Total return before incentive fees		8.2	%		(3.0	)%		(5.0	)%		(7.7	) %
Incentive fees		—	%		—	%		—	%		—	%
Total return after incentive fees		8.2	%		(3.0	)%		(5.0	)%		(7.7	) %

***	Annualized (other than incentive fees)

****	Interest income less total expenses (exclusive of incentive fees)

The above ratios may vary for individual investors based on the timing of capital transactions during the period. Additionally, these ratios are calculated for the Limited Partner class using the Limited Partners’ share of income, expenses and average net assets.

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Hutton Investors Futures Fund L.P. II
Notes to Financial Statements
June 30, 2007
(Unaudited)

3. Trading Activities:

The Partnership was formed for the purpose of trading contracts in a variety of commodity interests, including derivative financial instruments and derivative commodity instruments. The results of the Partnership’s trading activities are shown in the Statements of Income and Expenses and Partners’ Capital and are discussed in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The Customer Agreement between the Partnership and CGM gives the Partnership the legal right to net unrealized gains and losses on open futures positions.

All of the commodity interests owned by the Partnership are held for trading purposes. The average fair values of these interests during the three and six months ended June 30, 2007 and the year ended December 31, 2006, based on a monthly calculation, were $599,751 and $745,307, respectively. The fair value of these commodity interests, including options thereon, if applicable, at June 30, 2007 and December 31, 2006, were $815,372 and $468,766, respectively. Fair values for exchange traded commodity futures and options are based on quoted market prices for those futures and options. Fair values for all other financial instruments for which market quotations are not readily available are based on other measures of fair value deemed appropriate by the General Partner.

4. Financial Instrument Risks:

In the normal course of its business, the Partnership is party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. These financial instruments may include forwards, futures and options, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash flows, to purchase or sell other financial instruments at specific terms at specified future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange or over-the-counter (‘‘OTC’’). Exchange traded instruments are standardized and include futures and certain option contracts. OTC contracts are negotiated between contracting parties and include forwards and certain options. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange traded instruments because of the greater risk of default by the counterparty to an OTC contract.

Market risk is the potential for changes in the value of the financial instruments traded by the Partnership due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded.

Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. Credit risk with respect to exchange traded instruments is reduced to the extent that an exchange or clearing organization acts as a counterparty to the transactions. The Partnership’s risk of loss in the event of counterparty default is typically limited to the amounts recognized as unrealized appreciation in the statements of financial condition and not represented by the contract or notional amounts of the instruments. The Partnership has credit risk and concentration risk because the sole counterparty or broker with respect to the Partnership’s assets is CGM.

The General Partner monitors and controls the Partnership’s risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership is subject. These monitoring systems allow the General Partner to statistically analyze actual trading results with

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Hutton Investors Futures Fund L.P. II
Notes to Financial Statements
June 30, 2007
(Unaudited)

risk-adjusted performance indicators and correlation statistics. In addition, on-line monitoring systems provide account analysis of futures, forwards and options positions by sector, margin requirements, gain and loss transactions and collateral positions.

The majority of these instruments mature within one year of June 30, 2007. However, due to the nature of the Partnership’s business, these instruments may not be held to maturity.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Liquidity and Capital Resources

The Partnership does not engage in the sale of goods or services. Its only assets are its equity in its commodity futures trading account, consisting of cash, net unrealized appreciation on open futures and forward contracts and interest receivable. Because of the low margin deposits normally required in commodity futures trading, relatively small price movements may result in substantial losses to the Partnership. While substantial losses could lead to a substantial decrease in liquidity, no such losses occurred in the Partnership’s second quarter of 2007.

The Partnership’s capital consists of the capital contributions of the partners as increased or decreased by realized and/or unrealized gains or losses on commodity futures trading, expenses, interest income, redemptions of Redeemable Units and distributions of profits, if any.

For the six months ended June 30, 2007, Partnership capital decreased 11.6% from $12,735,392 to $11,263,970. This decrease was attributable to a net loss from operations of $661,740 and the redemption of 123 Redeemable Units resulting in an outflow of $809,682. Future redemptions can impact the amount of funds available for investment in commodity contract positions in subsequent periods.

Critical Accounting Policies

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

As of June 30, 2007 the Partnership is within the 12-month window of its liquidation date which has caused the Partnership to move from a going concern basis to a liquidation basis of accounting. The liquidation basis of accounting requires the Partnership to record assets and liabilities at values expected to be achieved in liquidation. The change in basis of accounting from a going concern basis to a liquidation basis did not have a material effect on the Partnership’s carrying value of assets and liabilities nor its results of operations. All carrying values, whether market or fair values, are expected to be achieved by management during liquidation. As a result, the financial statements have not been presented to reflect the net assets available to partners or changes in net assets available to partners as of and for the three and six months ended June 30, 2007, respectively.

All commodity interests (including derivative financial instruments and derivative commodity instruments) are used for trading purposes. The commodity interests are recorded on trade date and open contracts are recorded in the statements of financial condition at fair value on the last business day of the period, which represents market value for those commodity interests for which market quotations are readily available or other measures of fair value deemed appropriate by management of the General Partner for those commodity interests and foreign currencies for which market quotations are not readily available. Investments in commodity interests denominated in foreign currencies are translated into U.S. dollars at the exchange rates prevailing on the last business day of the period. Realized gains (losses) and changes in unrealized values on open positions are recognized in the period in which the contract is closed or the changes occur and are included in net gains (losses) on trading of commodity interests.

Foreign currency contracts are those contracts where the Partnership agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. Foreign currency contracts are valued daily, and the Partnership’s net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the date of entry into the contracts and the forward rates at the reporting dates, is included in the statement of financial condition. Realized gains (losses) and changes in unrealized values on foreign currency contracts are recognized in the period in which the contract is closed or the changes occur and are included in the statements of income and expenses and partners’ capital.

In July 2006, the Financial Accounting Standards Board (the ‘‘FASB’’) released FASB Interpretation No. 48 ‘‘Accounting for Uncertainty in Income Taxes’’ (FIN 48). FIN 48 provides guidance for how

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uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s tax returns to determine whether the tax positions are ‘‘more-likely-than-not’’ of being sustained by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit or expense in the current year. The Partnership adopted FIN 48 as of January 1, 2007, and the application of this standard did not impact the financial statements.

In September 2006, the FASB issued Statement of Financial Accounting Standards (‘‘SFAS’’) No. 157, FAIR VALUE MEASUREMENTS. This accounting standard establishes a single authoritative definition of fair value sets out a framework for measuring fair value and expands disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and the interim periods within those fiscal years. As of June 30, 2007, the Partnership is still evaluating the impact the adoption of SFAS No. 157 will have on the financial statement amounts; however, additional disclosures will be required about the inputs used to develop the measurements and the effect of certain measurements on changes in Partners’ Capital for the period.

Results of Operations

During the Partnership’s second quarter of 2007, the Net Asset Value per Redeemable unit increased 8.2% from $6,284.12 to $6,801.52 as compared to a decrease of 3.0% in the second quarter of 2006. The Partnership experienced a net trading gain (comprised of realized gains (losses) on closed positions and change in unrealized gains (losses) on open positions) before brokerage commissions and related fees in the second quarter of 2007 of $1,023,955. Gains were primarily attributable to the trading of commodity futures in currencies, U.S. and non-U.S. interest rates and indices and were partially offset by losses in energy, grains, metals and softs. The Partnership experienced a net trading loss before brokerage commissions and related fees in the second quarter of 2006 of $378,034. Losses were primarily attributable to the trading of commodity futures in currencies, grains, non-U.S. interest rates, softs and indices and were partially offset by gains in energy, metals and U.S. interest rates.

The second quarter presented a favorable trading environment, as trends emerged in several sectors, most notably in fixed income, stock indices and currencies. Inflationary pressures remained high in several economies as they continued to show strong growth characteristics and resilience even as the central banks increased the interest rates or kept them high relative to recent past. The Partnership registered minor losses in trading agricultural products, energy and metals while it posted gains in currencies, fixed income and stock indices.

In the currency market, strong trends emerged as the Japanese Yen weakened relative to US Dollar. The Partnership was favorably positioned to register gains by capturing this trend through the quarter. In the fixed income sector, gains were realized as the economic data suggested continued growth and elevated inflationary pressures in several major world economies. As the global stock indices continued to reach new record levels, the Partnership was favorably positioned to profit from the trends in this sector.

Minor losses were realized in the energy sector due to crude and heating oil positions. Trading in metals was also not profitable as losses were registered in precious metals. Losses were also registered in the agricultural sector due to an unfavorable trading environment especially in corn, wheat and sugar.

During the six months ended June 30, 2007, the Net Asset Value per Redeemable Unit decreased 5.0% from $7,158.35 to $6,801.52 as compared to a decrease of 7.7% in the same period of 2006. The Partnership experienced a net trading loss (comprised of realized gains (losses) on closed positions and change in unrealized gains (losses) on open positions) before brokerage commissions and related fees in the six months ended June 30, 2007 of $455,501. Losses were primarily attributable to the trading of commodity futures in energy, grains, U.S. interest rates, metals and softs and were partially offset by gains in currencies, non-U.S. interest rates and indices. The Partnership experienced a net trading loss before brokerage commissions and related fees in the six months ended June 30, 2006 of $999,554. Losses were primarily attributable to the trading of commodity futures in currencies, energy, grains, non-U.S. interest rates, livestock and softs and were partially offset by gains in metals, indices, and U.S. interest rates.

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Commodity futures markets are highly volatile. The potential for broad and rapid price fluctuations increases the risks involved in commodity trading but also increases the possibility of profit. The profitability of the Partnership depends on the existence of major price trends and the ability of the Advisor to correctly identify those price trends. Price trends are influenced by, among other things, changing supply and demand relationships, weather, governmental, agricultural, commercial and trade programs and policies, national and international political and economic events and changes in interest rates. To the extent that market trends exist and the Advisor is able to identify them, the Partnership expects to increase capital through operations.

Interest income on 80% of the Partnership’s daily equity maintained in cash was earned at the monthly average 13-week U.S. Treasury bill yield. CGM may continue to maintain the Partnership’s assets in cash and/or place all of the Partnership’s assets in 90-day Treasury bills and pay the Partnership 80% of the interest earned on the Treasury bills purchased. CGM will retain 20% of any interest earned on Treasury bills. Interest income for the three and six months ended June 30, 2007 decreased by $46,811 and $59,659 as compared to the corresponding period in 2006. Interest income decreased during the three and six months ended June 30, 2007 due to lower average net assets as compared to the corresponding periods in 2006.

Brokerage commissions are based on the number of trades executed by the Advisor. Brokerage commissions and fees for the three and six months ended June 30, 2007 decreased by $15,392 and $90,505 as compared to the corresponding periods in 2006. The decrease in commissions and fees is primarily due to a lower number of traded contracts during the three and six months ended June 30, 2007 as compared to the corresponding periods in 2006.

Incentive fees are based on the new trading profits generated by the Advisor as defined in the advisory agreement between the Partnership, the General Partner and the Advisor. There were no incentive fees earned during the three and six months ended June 30, 2007 and 2006.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

The Partnership is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and all or substantially all of the Partnership’s assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Partnership’s main line of business.

Market movements result in frequent changes in the fair value of the Partnership’s open positions and, consequently, in its earnings and cash flow. The Partnership’s market risk is influenced by a wide variety of factors, including the level and volatility of interest rates, exchange rates, equity price levels, the value of financial instruments and contracts, the diversification effects among the Partnership’s open positions and the liquidity of the markets in which the Partnership trades.

The Partnership rapidly acquires and liquidates both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Partnership’s past performance is not necessarily indicative of its future results.

Value at Risk is a measure of the maximum amount which the Partnership could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Partnership’s speculative trading and the recurrence in the markets traded by the Partnership of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Partnership’s experience to date (i.e., ‘‘risk of ruin’’). In light of the foregoing, as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification in this section should not be considered to constitute any assurance or representation that the Partnership’s losses in any market sector will be limited to Value at Risk or by the Partnership’s attempts to manage its market risk.

Exchange maintenance margin requirements have been used by the Partnership as the measure of its Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day interval. Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component, which is not relevant to Value at Risk.

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The following table indicates the trading Value at Risk associated with the Partnership’s open positions by market category as of June 30, 2007, and the highest, lowest and average values during the three months ended June 30, 2007. All open position trading risk exposures of the Partnership have been included in calculating the figures set forth below. As of June 30, 2007, the Partnership’s total capitalization was $11,263,970. There has been no material change in the trading Value at Risk information previously disclosed in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2006.

June 30, 2007
(Unaudited)


					Three Months Ended June 30, 2007
Market Sector	Value at Risk	% of Total Capitalization			High Value at Risk	Low Value at Risk	Average Value at Risk*
Currencies:
– OTC Contracts	$ 350,730		3.11	%	$650,430	$177,969	$331,374
Energy	474,000		4.21	%	550,200	146,550	373,650
Grains	150,312		1.33	%	257,000	54,222	127,177
Interest Rates U.S.	171,050		1.52	%	196,400	12,873	134,000
Interest Rates Non -U.S.	414,501		3.68	%	425,737	211,262	367,074
Metals:
– Exchange Traded Contracts	278,000		2.48	%	286,000	38,500	210,000
Softs	145,225		1.29	%	256,700	81,800	186,792
Indices	207,906		1.84	%	383,785	107,824	297,070
Totals	$2,191,724		19.46	%

* Average of month-end Values at Risk.

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Item 4. Controls and Procedures

The Partnership’s disclosure controls and procedures are designed to ensure that information required to be disclosed under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the General Partner, to allow for timely decisions regarding required disclosure and appropriate SEC filings.

Management is responsible for ensuring that there is an adequate and effective process for establishing, maintaining and evaluating disclosure controls and procedures for the Partnership’s external disclosures.

The General Partner’s CEO and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2007 and, based on that evaluation, the CEO and CFO have concluded that at that date the Partnership’s disclosure controls and procedures were effective.

The Partnership’s internal control over financial reporting is a process under the supervision of the General Partner’s CEO and CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with generally accepted accounting principles. These controls include policies and procedures that:


	•	pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Partnership;


	•	provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and (ii) the Partnership’s receipts are handled and expenditures are made only pursuant to authorizations of the General Partner; and


	•	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnership’s assets that could have a material effect on the financial statements.

There were no changes in the Partnership’s internal control over financial reporting during the fiscal quarter ended June 30, 2007 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The following information supplements and amends our discussion set forth under Part I. Item 3. ‘‘Legal Proceedings’’ in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and under Part II, Item 1, ‘‘Legal Proceedings’’ in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.

Research

Customer Class Actions.

On May 3, 2007, the District Court remanded DISHER V. CITIGROUP GLOBAL MARKETS, INC., to Illinois state court. On June 13, 2007, Citigroup moved in state court to dismiss the action.

Mutual Funds

In May 2007, CGMI finalized its settlement agreement with the NYSE and the New Jersey Bureau of Securities on the matter related to its market-timing practices prior to September 2003.

IPO Securities Litigation

On May 18, 2007, the Second Circuit denied plaintiffs’ petition for rehearing en banc of the Second Circuit’s decision reversing the district court’s class certification.

IPO Antitrust Litigation

On June 18, 2007, the United States Supreme Court ruled that the securities law precludes application of the antitrust laws to the claims asserted by plaintiffs, effectively terminating the litigation.

Item 1A. Risk Factors

There are no material changes from the risk factors set forth under Part I, Item 1A. ‘‘Risk Factors’’ in our Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and under Part II, Item 1A. ‘‘Risk Factors’’ in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2007.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following chart sets forth the purchases of Redeemable Units by the Partnership.

Period

(a) Total Number
of Shares
(or Redeemable
Units)Purchased*

(b) Average
Price Paid per
Share (or
Redeemable Unit)**

(d) Maximum Number
(or Approximate
Dollar Value) of Shares
(or Redeemable Units)
that May Yet Be
Purchased Under the
Plans or Programs

April 1, 2007 -
April 30, 2007

—

N/A

May 1, 2007 -
May 31, 2007

—

N/A

June 1, 2007 -
June 30, 2007

6,801.52

N/A

6,801.52

N/A

* Generally, Limited Partners are permitted to redeem their Redeemable Units as of the end of each month on 10 days’ notice to the General Partner. Under certain circumstances, the General Partner can compel redemption but to date the General Partner has not exercised this right. Purchases of Redeemable Units by the Partnership reflected in the chart above were made in the ordinary course of the Partnership’s business in connection with effecting redemptions for Limited Partners.

** Redemptions of Redeemable Units are effected as of the last day of each month at the Net Asset Value per Redeemable Unit as of that day.

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Item 3. Defaults Upon Senior Securities – None

Item 4. Submission of Matters to a Vote of Security Holders – None

Item 5. Other Information – None

Item 6. Exhibits

The exhibits required to be filed by Item 601 of Regulation S-K are incorporated herein by reference to the exhibit index of the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2006.

Exhibit – 31.1 – Rule 13a-14(a)/15d-14(a) Certification
(Certification of President and Director)

Exhibit – 31.2 – Rule 13a-14(a)/15d-14(a) Certification
(Certification of Chief Financial Officer and Director)

Exhibit – 32.1 – Section 1350 Certification
(Certification of President and Director)

Exhibit – 32.2 – Section 1350 Certification
(Certification of Chief Financial Officer and Director)

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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, thereunto duly authorized.


HUTTON INVESTORS FUTURES FUND L.P. II
By:			Citigroup Managed Futures LLC
			(General Partner)
By:			/s/ Jerry Pascucci
			Jerry Pascucci President and Director
Date:			August 14, 2007
By:			/s/ Jennifer Magro
			Jennifer Magro Chief Financial Officer and Director
Date:			August 14, 2007

Net Asset Value per Redeemable Unit:

December 31, 2006:

June 30, 2007: