UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 (X) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 OR ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
 000-52602
 BRISTOL ENERGY FUND L.P.
  New York
    
    20-2718952(State or other jurisdiction of 
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 c/o Ceres Managed Futures LLC
55 East 59th Street - 10th Floor
New York, New York 10022
  (212) 559-2011
  None
 Redeemable Units
of Limited Partnership Interest
   Yes  No X
  Yes  No X
  Yes X No
 S-T
 Yes  No
   Large accelerated filer  _
    
    Accelerated filer _
    
    Non-accelerated filer  X(Do not check if a smaller reporting company)
    
    Smaller reporting company _
  Yes  No X




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##### 



PART I
 
 Item 1. Business .
 General
Development of Business
 Financial Statements and Supplementary Data
  Managements Discussion and Analysis of Financial Condition and Results of
Operations
      2




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##### 



30-day 3-month
 Financial Information about Industry Segments Selected Financial Data
 Narrative Description of Business
    Financial Information About Geographic Areas
 3




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##### 



Available Information
 Reports to Security Holders
 Enforceability of Civil Liabilities Against Foreign Persons
 Smaller
Reporting Companies
 Item 1A. Risk Factors .
 As a result of leverage, small changes in the price of the Partnerships positions may result
in major losses.
  An investor may lose all of its investment.
  The Partnership will pay substantial fees and expenses regardless of profitability.
  An investors ability to redeem or transfer units is limited.
  Conflicts of interest exist.
  1.
    
    The General Partner and commodity broker are affiliates;2.
    
    The Advisor, the commodity broker and their principals and affiliates may trade in
commodity interests for their own accounts; and3.
    
    An investors financial advisor will receive ongoing compensation for providing
services to the investors account.
 Investing in units might not provide the desired diversification of an investors overall
portfolio.
  Past performance is no assurance of future results.
  An investors tax liability may exceed cash distributions.
  Regulatory changes could restrict the Partnerships operations.
  Speculative position and trading limits may reduce profitability.
  4




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##### 



Item 2. Properties .
  Item 3. Legal Proceedings .
    5




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##### 



Mutual Funds
    FINRA Settlement
  Auction Rate Securities
   Subprime-Mortgage Related Actions
  Credit Crisis Related Matters
    Item 4. [Removed and Reserved].
 6




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##### 



PART II
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities .
 (a)
    
    Market Information. The Partnership has issued no stock. There is no
public market for the Redeemable Units.(b)
    
    Holders. The number of holders of Redeemable Units as of December 31,
2009 was 3,504.(c)
    
    Dividends. The Partnership did not declare a distribution in 2009, 2008 or 2007. The Partnership does not intend to declare
distributions in the
foreseeable future.(d)
    
    Securities Authorized for Issuance Under Equity Compensatory Plans.
None.(e)
    
    Performance Graph.
Not applicable.(f)
    
    Recent Sales of Unregistered Securities.  For the year ended December 31, 2009,
there were additional sales of 94,176.4822 Redeemable Units totaling
$154,716,468, General Partner contributions representing 1,461.7931
Unit equivalents totaling $2,500,000 and
an allocation of
3,832.7087 Redeemable Units of Special Limited Partner Interest
totaling $6,371,890.  For the year ended December 31, 2008,
there were additional sales of 80,923.5894 Redeemable Units totaling $120,116,000, General Partner contributions representing 1,320.0586 Unit
equivalents totaling $2,000,000 and
an allocation of
10,030.0211 Redeemable Units of Special Limited Partner Interest totaling $15,059,328. For the year ended December 31, 2007, there were
additional sales of 42,292.4431 Redeemable Units totaling $50,824,256 and
an allocation of
1,666.1246 Redeemable Units of Special Limited Partner Interest totaling $2,014,644.The Redeemable Units
and the redeemable units of Special Limited Partnership Interest
were purchased by accredited investors as described in Regulation D.Proceeds from the sale of additional Redeemable Units are used in the trading of
commodity interests including futures contracts, options and forward contracts.(g)
    
    Purchases of Equity Securities by the Issuer and Affiliated Purchases.The following chart sets forth the purchases of Redeemable Units by the Partnership.
 (d) Maximum Number(c) Total Number
    
    
    
    (or Approximate
      Dollarof Redeemable Units
    
    
    
    Value) of Redeemable(a) Total Number
    
    
    
    (b) Average
    
    
    
    Purchased as Part
      of
    
    
    
    Units that May Yet
      Beof Redeemable Units
    
    
    
    Price Paid per
    
    
    
    Publicly Announced
    
    
    
    Purchased Under
      thePeriod
    
    
    Purchased*
    
    
    
    Redeemable Unit**
    
    
    
    Plans or Programs
    
    
    
    Plans or ProgramsOctober 1, 2009 -
      October 31, 2009
    
    
    
    4,313.8632
    
    
    
    $
    1,705.52
    
    
    
    
    N/A
    
    
    
    
    N/ANovember 1, 2009 -
      November 30, 2009
    
    
    
    5,038.9139
    
    
    
    $
    1,717.34
    
    
    
    
    N/A
    
    
    
    
    N/ADecember 1, 2009 -
      December 31, 2009
    
    
    
    4,127.9501
    
    
    
    $
    1,645.73
    
    
    
    
    N/A
    
    
    
    
    N/ATotal
    
    
    
    13,480.7272
    
    
    
    $
    1,691.63
 *
    
    Generally, Limited Partners are permitted to redeem their Redeemable Units as of the last day 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. No fee will be charged for redemptions. 7




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##### 



Item 6. Selected Financial Data .
  2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    Period from
September 6, 2005
(commencement of
trading operations)
to December 31, 2005Net realized
and unrealized trading gains (losses) net of expenses allocated
from the Master and brokerage
commissions (including clearing fees) of $15,712,498, $11,245,204,
$6,869,475,
$3,746,194 and $208,427, respectively

    $
    57,088,217
    
    
    $
57,508,623


    $
    19,685,242
    
    
    $
    (1,037,567
    )
    
    $
    770,431Interest
income allocated from Master

    
    276,735
    
    
    
2,824,017


    
    6,174,844
    
    
    
    3,873,346
    
    
    
    120,495$
    57,364,952
    
    
    $
60,332,640


    $
    25,860,086
    
    
    $
    2,835,779
    
    
    $
    890,926Net income
(loss) before allocation to Special Limited
Partner

    $
    46,693,535
    
    
    $
52,530,383


    $
    20,972,211
    
    
    $
    207,112
    
    
    $
    753,747Allocation to Special Limited Partner

    
    (6,371,890
    )
    
    
(15,059,328
)

    
    (2,014,644
    )
    
    
    (659,994
    )
    
    
    (126,933
    )Net income
(loss) after allocation to Special Limited Partner

    $
    40,321,645
    
    
    $
37,471,055


    $
    18,957,567
    
    
    $
    (452,882
    )
    
    $
    626,814Increase
(decrease) in Net Asset Value per Unit

    $
    178.97
    
    
    $
236.71


    $
    131.40
    
    
    $
    59.66
    
    
    $
    45.28Net Asset Value per Unit

    $
    1,645.73
    
    
    $
1,466.76


    $
    1,230.05
    
    
    $
    1,098.65
    
    
    $
    1,038.99Total assets

    $
    479,968,308
    
    
    $
338,957,991


    $
    207,910,511
    
    
    $
    156,089,358
    
    
    $
    15,345,203
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of
Operations .
 Overview
    
    
    due diligence examinations of the Advisor;
    
    selection, appointment and termination of the Advisor;
    
    negotiation of the Management Agreement; and
    
    monitoring the activity of the Advisor.
   SandRidge
Capital, L.P.
   8




---



##### 



Liquidity
   (i)
    
    The Master invests its assets only in commodity interests that the Advisor believes
are traded in sufficient volume to permit ease of taking and liquidating positions.
Sufficient volume, in this context, refers to a level of liquidity that the Advisor
believes will permit it to enter and exit trades without noticeably moving the market.(ii)
    
    The Advisor will not initiate additional positions in any commodity if these positions
would result in aggregate positions requiring a margin of more than
66 2⁄3% of the Masters
net assets allocated to that Advisor.(iii)
    
    The Master may occasionally accept delivery of a commodity. Unless such delivery is
disposed of promptly by retendering the warehouse receipt representing the delivery to the
appropriate clearinghouse, the physical commodity position is fully hedged.(iv)
    
    The Master does not employ the trading technique commonly known as pyramiding, in
which the speculator uses unrealized profits on existing positions as margin for the
purchases or sale of additional positions in the same or related commodities.(v)
    
    The Master does not utilize borrowings other than short-term borrowings if the Master
takes delivery of any cash commodities.(vi)
    
    The Advisor may, from time to time, employ trading strategies such as spreads or
straddles on behalf of the Master. Spreads and straddles describe commodity
futures trading strategies involving the simultaneous buying and selling of futures
contracts on the same
 
 9




---



##### 



commodity but involving different delivery dates or markets and in which the trader
expects to earn a profit from a widening or narrowing of the difference between the prices
of the two contracts.(vii)
    
    The Master will not permit the churning of its commodity trading account. The term
churning refers to the practice of entering and exiting trades with a frequency
unwarranted by legitimate efforts to profit from the trades, driven by the desire to
generate commission income.
 i.e.
      Financial Statements and Supplementary Data
 10




---



##### 



Capital resources
      Results of Operations
      11




---



##### 



12




---



##### 



Off-balance
sheet Arrangements
 Contractual
Obligations
 Operational Risk
   Operational/Settlement Risk
 Technological Risk
 Legal/Documentation Risk
 Financial Control Risk
 Critical Accounting Policies
 Use
of Estimates.
 Statement
of Cash Flows.
 Partnerships Investments.
 Partnerships
and Masters Fair Value Measurements.
   Futures
Contracts.
 Options.
 13




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##### 



Income Taxes.
   Subsequent
 Events.
 Recent
Accounting Pronouncements.
   Item 7A. Quantitative and Qualitative Disclosures About Market Risk .
 Introduction
    14




---



##### 



Qualitative and Quantitative Disclosures About Market
Risk
 Quantifying the Partnerships/Masters Trading Value at Risk
       15




---



##### 



The
Masters Trading Value at Risk in Different Market Sectors
  December 31,
2009
 % of Total
    
    
    High
    
    
    Low
    
    
    AverageMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    

Value at Risk
    
    

Value at Risk*Energy
    
    $
    19,220,494
    
    
    
    2.81%
    
    
    $
    40,574,022
    
    
    $
    11,157,117
    
    
    $
    24,955,810Total
    
    $
    19,220,494
    
    
    
    2.81%
 
 *
    
    Annual average of month-end value at risk  December 31,
2008
 Low
    
    
    Average% of Total
    
    
    High
    
    
    Value at
    
    
    Value atMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    

Risk
    
    

Risk*Energy
    
    $
    25,819,902
    
    
    
    5.74%
    
    
    $
    48,324,167
    
    
    $
    12,297,376
    
    
    $
    27,673,738Total
    
    $
    25,819,902
    
    
    
    5.74%
 
 *
    
    Annual average of month-end value at risk 16




---



##### 



Material Limitations on Value at Risk as an Assessment of Market Risk
  Non-Trading Risk
  Qualitative Disclosures Regarding Primary Trading Risk Exposures
   Energy
    17




---



##### 



Qualitative Disclosures Regarding Means of Managing Risk Exposure
     18




---



##### 



Item 8. Financial Statements and Supplementary Data .
 BRISTOL ENERGY FUND L.P.
 INDEX TO FINANCIAL STATEMENTS
 PageNumberOath or Affirmation
    
    F-2Managements Report on Internal Control over Financial Reporting
    
    F-3Reports of Independent Registered Public Accounting Firms
    
    F-4  F-8Statements of Financial Condition at December 31, 2009 and 2008
    
    F-9Statements of Income and Expenses for the years ended December
31, 2009, 2008 and 2007
    
    F-10Statements of Changes in Partners Capital for the years ended
December 31, 2009, 2008 and 2007
    
    F-11Notes to Financial Statements
    
    F-12  F-21Selected Unaudited Quarterly Financial
Data
    
    F-22Financial Statements of CMF
SandRidge Master Fund L.P.Oath or Affirmation
    
    F-23Reports of Independent Registered Public Accounting Firms
    
    F-24  F-26Statements of Financial Condition at December 31, 2009 and 2008
    
    F-27Condensed Schedule of Investments at December 31, 2009 and 2008
    
    F-28 - F-29Statements of Income and Expenses for the years ended December
31, 2009, 2008 and 2007
    
    F-30Statements of Changes in Partners Capital for the years ended
December 31, 2009, 2008 and 2007
    
    F-31Notes to Financial Statements
    
    F-32 - F-39Selected Unaudited Quarterly Financial Data
    
    F-40
 F-1




---



##### 



To the Limited
    Partners of
 Bristol Energy
    Fund L.P.
    
  By:
    Jennifer Magro      Ceres Managed Futures LLC
    212-559-2011
 F-2




---



##### 



Managements
    Report on Internal Control over
    Financial Reporting
            Internal Control-Integrated Framework
    
       F-3




---



##### 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal Control  Integrated Framework
   F-4




---



##### 



Internal Control
 Integrated Framework .


F-5



---



##### 



Report of Independent Registered Public Accounting Firm
 
 Internal
Control  Integrated Framework
  F-6




---



##### 



F-7




---



##### 



Report of Independent Registered Public Accounting Firm
 
     
 F-8




---



##### 



Bristol Energy
    Fund L.P.Statements of Financial ConditionDecember 31, 2009 and 2008
  2009


2008Assets:Investment in Master, at fair value (Note 1)

$
479,820,291


$
338,731,012Cash (Note 3c)


148,017



226,979Total assets

$
479,968,308


$
338,957,991Liabilities and Partners Capital:Liabilities:Accrued expenses:Brokerage commissions (Note 3c)

$
1,499,901


$
1,059,244Management fees (Note 3b)


797,316



562,931Administrative fees (Note 3a)


199,329



140,733Professional fees


59,629



104,136Other


19,136



36,155Redemptions payable (Note 5)


6,793,491



4,915,940Total liabilities


9,368,802



6,819,139Partners Capital: (Notes 1 and 5)General Partner 3,346.8277 and 1,885.0346 Unit equivalents
    outstanding at December 31, 2009 and 2008, respectively


5,507,975



2,764,893Special Limited Partner 800.7772 and 8,230.0213 Redeemable Units
    outstanding at December 31, 2009 and 2008, respectively


1,317,863



12,071,466Limited Partners 281,803.7996 and 216,328.0911 Redeemable Units
    of Limited Partnership Interest outstanding at December 31,
    2009 and 2008, respectively


463,773,668



317,302,493Total partners capital


470,599,506



332,138,852Total liabilities and partners capital

$
479,968,308


$
338,957,991   See accompanying notes to financial statements.
 F-9




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##### 



Bristol Energy
    Fund L.P.Statements of Income and Expenses
    for the years endedDecember 31, 2009, 2008 and
    2007
  2009


2008


2007Income:Net realized gains (losses) on closed contracts allocated from
    Master

$
10,866,259


$
155,738,943


$
25,299,402Change in net unrealized gains (losses) on open contracts
    allocated from Master


62,545,418



(86,506,035
)


1,872,264Interest income allocated from Master


276,735



2,824,017



6,174,844Expenses allocated from Master


(610,962
)


(479,081
)


(616,949
)Total income (loss)


73,077,450



71,577,844



32,729,561Expenses:Brokerage commissions (Note 3c)


15,712,498



11,245,204



6,869,475Management fees (Note 3b)


8,351,500



5,976,427



3,651,345Administrative fees (Note 3a)


2,087,876



1,494,106



912,835Professional fees


165,907



257,814



240,830Other


66,134



73,910



82,865Total expenses


26,383,915



19,047,461



11,757,350Net income (loss) before allocation to Special Limited Partner


46,693,535



52,530,383



20,972,211Allocation to Special Limited Partner (Note 3b)


(6,371,890
)


(15,059,328
)


(2,014,644
)Net income (loss) after allocation to Special Limited Partner

$
40,321,645


$
37,471,055


$
18,957,567Net income (loss) per Redeemable Unit of Limited Partnership
    Interest and General Partner Unit equivalent (Notes 1 and 6)

$
178.97


$
236.71


$
131.40Weighted average units outstanding


254,181.1224



203,840.2947



152,069.6458   See accompanying notes to financial statements.
 F-10




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##### 



Bristol Energy
    Fund L.P.Statements of Changes in Partners
    Capital
    for the years endedDecember 31, 2009, 2008 and
    2007
  SpecialLimited


Limited


GeneralPartners


Partner


Partner


TotalPartners Capital at December 31, 2006

$
152,090,354


$
772,619


$
620,711


$
153,483,684Sale of 42,292.4431 Redemable Units of Limited Partnership
    Interest


50,824,256











50,824,256Allocation of 1,666.1246 Redeemable Units of Special Limited
    Partner Interest






2,014,644







2,014,644Redemption of 16,846.5648 Redeemable Units of Limited Partner
    Interest


(20,091,388
)










(20,091,388
)Net income (loss) available for pro rata distribution


18,756,150



127,179



74,238



18,957,567Partners Capital at December 31, 2007


201,579,372



2,914,442



694,949



205,188,763Sale of 80,923.5894 Redemable Units of Limited Partnership
    Interest and 1,320.0586 General Partner Unit equivalents


120,116,000







2,000,000



122,116,000Allocation of 10,030.0211 Redeemable Units of Special Limited
    Partner Interest (Note 3b)






15,059,328







15,059,328Redemption of 28,475.0102 Redeemable Units of Limited Partner
    Interest


(41,596,424
)










(41,596,424
)Redemption of 4,169.3687 Redeemable Units of Special Limited
    Partner Interest






(6,099,870
)






(6,099,870
)Net income (loss) available for pro rata distribution


37,203,545



197,566



69,944



37,471,055Partners Capital at December 31, 2008


317,302,493



12,071,466



2,764,893



332,138,852Sale of 94,176.4822 Redemable Units of Limited Partnership
    Interest and 1,461.7931 General Partner Unit equivalents


154,716,468







2,500,000



157,216,468Allocation of 3,832.7087 Redeemable Units of Special Limited
    Partner Interest (Note 3b)






6,371,890







6,371,890Redemption of 28,700.7737 Redeemable Units of Limited Partner
    Interest


(46,455,006
)










(46,455,006
)Redemption of 11,261.9528 Redeemable Units of Special Limited
    Partner Interest






(18,994,343
)






(18,994,343
)Net income (loss) available for pro rata distribution


38,209,713



1,868,850



243,082



40,321,645Partners Capital at December 31, 2009

$
463,773,668


$
1,317,863


$
5,507,975


$
470,599,506Net Asset Value per Unit:   2007:

$
1,230.052008:

$
1,466.762009:

$
1,645.73
   See accompanying notes to financial statements.
 F-11




---



##### 



Bristol Energy
    Fund L.P.

    Notes to Financial Statements
    December 31, 2009
  1.
    Partnership
    Organization:                 F-12




---



##### 



Bristol Energy
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
      2.
    Accounting
    Policies:  a.
    Use of Estimates.  The preparation of financial
    statements and accompanying notes in conformity with GAAP
    requires management to make estimates and assumptions that
    affect the reported amounts of assets and liabilities, income
    and expenses, and related disclosures of contingent assets and
    liabilities in the financial statements and accompanying notes.
    In making these estimates and assumptions, management has
    considered the effects, if any, of events occurring after the
    date of the Partnerships Statements of Financial Condition
    through the date the financial statements were issued. As a
    result, actual results could differ from these estimates.b.
    Statement of Cash Flows.  The Partnership is
    not required to provide a Statement of Cash Flows as permitted
    by ASC 230, Statement of Cash Flows (formerly, FAS No. 102
    Statement of Cash Flows-Exemption of Certain Enterprises
    and Classification of Cash Flows from Certain Securities
    Acquired for Resale).c.
    Partnerships Investments.  The
    Partnership values its investment in the Master at the
    Masters net asset value per unit as calculated by the
    Master. The Master values its investments as described in
    note 2 of the Masters notes to the annual financial
    statements as of December 31, 2009.  Partnerships Fair Value
    Measurements.
  FAS No. 157-4,
 F-13




---



##### 



Bristol Energy
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
      Quoted Prices in





SignificantActive Markets for


Significant Other


UnobservableIdentical sets


Observable Inputs


Inputs12/31/2009


(Level 1)


(Level 2)


(Level 3)AssetsInvestment in Master

$
479,820,291


$



$
479,820,291


$
Total fair value

$
479,820,291


$



$
479,820,291


$
   Quoted Prices in





SignificantActive Markets for


Significant Other


UnobservableIdentical Assets


Observable Inputs


Inputs12/31/2008


(Level 1)


(Level 2)


(Level 3)AssetsInvestment in Master

$
338,731,012


$



$
338,731,012


$
Total fair value

$
338,731,012


$



$
338,731,012


$
   Masters Investments.
  Masters Fair Value Measurements.
 F-14




---



##### 



Bristol Energy
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
      Quoted Prices in





SignificantActive Markets for


Significant Other


UnobservableIdentical Sets


Observable Inputs


Inputs12/31/2009


(Level 1)


(Level 2)


(Level 3)AssetsOptions owned

$
1,092,800


$
1,092,800


$



$
Total assets

$
1,092,800


$
1,092,800


$



$
LiabilitiesFutures and Exchange Cleared Swaps

$
29,412,753


$
29,412,753


$



$
Options written


1,249,600



1,249,600







Total liabilities


30,662,353



30,662,353







Total fair value

$
(29,569,553
)

$
(29,569,553
)

$



$
   Quoted Prices in





SignificantActive Markets for


Significant Other


UnobservableIdentical Assets


Observable Inputs


Inputs12/31/2008


(Level 1)


(Level 2)


(Level 3)AssetsOptions owned

$
4,987,535


$
4,987,535


$



$
Total assets

$
4,987,535


$
4,987,535


$



$
LiabilitiesFutures and Exchange Cleared Swaps

$
110,973,333


$
110,973,333


$



$
Options written


4,282,963



4,282,963







Total liabilities


115,256,296



115,256,296







Total fair value

$
(110,268,761
)

$
(110,268,761
)

$



$
   Futures Contracts.
 F-15




---



##### 



Bristol Energy
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
    Options.
  d.
    Income Taxes.  Income taxes have not been
    provided as each partner is individually liable for the taxes,
    if any, on their share of the Partnerships income and
    expenses.      e.
    Subsequent Events.  In 2009, the Partnership
    adopted ASC 855, Subsequent Events (formerly,
    FAS No. 165, Subsequent Events). The
    objective of ASC 855 is to establish general standards of
    accounting for and disclosure of events that occur after the
    balance sheet date but before financial statements are issued or
    available to be issued. Management has determined that there
    were no subsequent events requiring adjustment or disclosure in
    the financial statements.  f.
    Recent Accounting Pronouncements.  In January
    2010, the FASB issued Accounting Standards Update
    No. 2010-06
    (ASU
    2010-06),
    Improving Disclosures about Fair Value Measurements,
    which, among other things, amends ASC 820 to require entities to
    separately present purchases, sales, issuances, and settlements
    in their reconciliation of Level 3 fair value measurements
    (i.e. to present such items on a gross basis rather than on a
    net basis), and which clarifies existing disclosure requirements
    provided by ASC 820 regarding the level of disaggregation and
    the inputs and valuation techniques used to measure fair value
    for measurements that fall within either Level 2 or
    Level 3 of the fair value hierarchy. ASU
    2010-06 is
    effective for interim and annual periods beginning after
    December 15, 2009, except for the disclosures about
    purchases, sales, issuances, and settlements in the roll forward
    of activity in Level 3 fair value measurements (which are
    effective for fiscal years beginning after December 15,
    2010, and for interim periods within those fiscal years).
    Management is currently assessing the impact that the adoption
    of ASU
    2010-06 will
    have on the Partnerships financial statements disclosures. F-16




---



##### 



Bristol Energy
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
   No. 2010-09 2010-09),
  g.
    Certain prior period amounts have been reclassified to conform
    to the current year presentation.h.
    Net Income (Loss) per Redeemable Unit.Net
    income (loss) per Redeemable Unit is calculated in accordance
    with investment company guidance. See footnote 6 for Financial
    Highlights.  3.  Agreements:
  a.
    Limited Partnership Agreement:    b.
    Management Agreement:       F-17




---



##### 



Bristol Energy
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
   c.
    Customer Agreement:  give-up 30-day 3-month and/or
  4.
    Trading
    Activities:         F-18




---



##### 



Bristol Energy
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
    December 31, 2009AssetsFutures and Exchange Cleared Swap ContractsEnergy

$
37,079,802Total unrealized appreciation on open futures and exchange
    cleared swap contracts

$
37,079,802LiabilitiesFutures and Exchange Cleared Swap ContractsEnergy

$
(66,492,555
)Total unrealized depreciation on open futures and exchange
    cleared swap contracts

$
(66,492,555
)Net unrealized depreciation on open futures contracts

$
(29,412,753
)*     *
    
    This amount is in Net unrealized depreciation on open
    futures and exchange cleared swap contracts on the
    Masters Statements of Financial Condition.  AssetsOptions OwnedEnergy

$
1,092,800Options owned

$
1,092,800
**LiabilitiesOptions WrittenEnergy

$
(1,249,600
)Options written

$
(1,249,600
)***     **
    
    This amount is in Options owned at fair value on the
    Masters Statements of Financial Condition.***
    
    This amount is in Options written at fair value on
    the Masters Statements of Financial Condition.    December 31, 2009Sector

Gain (loss) from tradingEnergy

$
99,192,706Total

$
99,192,706
****     ****
    
    This amount is in Gain, (loss) from trading, net on
    the Masters Statements of Income and Expenses.  5.
    Subscriptions,
    Distributions and Redemptions:   F-19




---



##### 



Bristol Energy
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
   6.
    Financial
    Highlights:    2009


2008


2007Net realized and unrealized gains (losses)*

$
246.59


$
346.08


$
138.19Interest income allocated from Master


1.13



14.60



40.89Expenses and allocation to Special Limited Partner**


(68.75
)


(123.97
)


(47.68
)Increase (decrease) for the year


178.97



236.71



131.40Net Asset Value per Redeemable Unit, beginning of year


1,466.76



1,230.05



1,098.65Net Asset Value per Redeemable Unit, end of year

$
1,645.73


$
1,466.76


$
1,230.05    *
    
    Includes Partnership commissions and expenses allocated from
    Master.**
    
    Excludes Partnership commissions and expenses allocated from
    Master and includes allocation to Special Limited Partner.  2009


2008


2007Ratios to average net assets:Net investment income (loss) before allocation to Special
    Limited Partner***


(6.6
)%


(5.8
)%


(3.5
)%Operating expenses


6.7
%


6.8
%


7.0
%Allocation to Special Limited Partner


1.6
%


5.3
%


1.1
%Total expenses and allocation to Special Limited Partner


8.3
%


12.1
%


8.1
%Total return:Total return before allocation to Special Limited Partner


13.7
%


24.7
%


13.1
%Allocation to Special Limited Partner


(1.5
)%


(5.5
)%


(1.1
)%Total return after allocation to Special Limited Partner


12.2
%


19.2
%


12.0
%    ***
    
    Interest income allocated from Master less total expenses.    7.
    Financial
    Instrument Risks:  over-the-counter
 F-20




---



##### 



Bristol Energy
    Fund L.P.
    Notes to Financial Statements
    December 31, 2009
              F-21




---



##### 



For the period from
    
    For the period from
    
    For the period from
    
    For the period fromOctober 1, 2009 to
    
    July 1, 2009 to
    
    April 1, 2009 to
    
    January 1, 2009 toDecember 31, 2009
    
    September 30, 2009
    
    June 30, 2009
    
    March 31, 2009Net realized and
unrealized trading
gains  (losses), expenses and interest income allocated from Master net
of brokerage
commissions
    
    $
    (9,553,007
    )
    
    $
    20,517,794
    
    
    $
    19,523,892
    
    
    $
    26,876,273Net income
(loss) before allocation to Special Limited Partner
    
    $
    (12,631,348
    )
    
    $
    17,717,287
    
    
    $
    17,032,345
    
    
    $
    24,575,251Net income
(loss) after allocation to Special Limited Partner
    
    $
    (12,631,348
    )
    
    $
    14,192,729
    
    
    $
    14,185,013
    
    
    $
    24,575,251Increase (decrease)
in Net Asset Value
per Unit
    
    $
    (42.52
    )
    
    $
    56.55
    
    
    $
    59.29
    
    
    $
    105.65
 For the period from
    
    For the period from
    
    For the period from
    
    For the period fromOctober 1, 2008 to
    
    July 1, 2008 to
    
    April 1, 2008 to
    
    January 1, 2008 toDecember 31, 2008
    
    September 30, 2008
    
    June 30, 2008
    
    March 31, 2008Net realized and
unrealized trading
gains  (losses), expenses and interest income allocated from Master net
of brokerage
commissions
    
    $
    4,310,479
    
    
    $
    (26,581,527
    )
    
    $
    44,429,220
    
    
    $
    38,174,468Net income
(loss) before allocation to Special Limited Partner
    
    $
    2,116,810
    
    
    $
    (28,743,155
    )
    
    $
    42,494,555
    
    
    $
    36,662,173Net income (loss) after allocation to Special Limited Partner
    
    $
    2,116,810
    
    
    $
    (28,743,155
    )
    
    $
    34,163,601
    
    
    $
    29,933,799Increase (decrease)
in Net Asset Value
per Unit
    
    $
    9.13
    
    
    $
    (132.79
    )
    
    $
    186.28
    
    
    $
    174.09
 F-22




---



##### 



To the Limited
    Partners of
    CMF SandRidge Master Fund L.P.
    
  By:
    Jennifer Magro      Ceres Managed Futures LLC
    212-559-2011
 F-23




---



##### 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
    
 F-24




---



##### 



Report of Independent Auditors
 
   
 F-25




---



##### 



Report of Independent Registered Public Accounting Firm
 
     
 F-26




---



##### 



CMF SandRidge
    Master Fund L.P.Statements of Financial Condition
    December 31, 2009 and 2008
  2009


2008Assets:Equity in trading account:Cash (Note 3c)

$
691,877,329


$
530,398,527Cash margin (Note 3c)


22,651,198



29,705,022Options owned, at fair value (cost $1,392,000 and $3,510,375 at
    December 31, 2009 and 2008, respectively)


1,092,800



4,987,535Total assets

$
715,621,327


$
565,091,084Liabilities and Partners Capital:Liabilities:Net unrealized depreciation on open futures and exchange cleared
    swap contracts

$
29,412,753


$
110,973,333Options written, at fair value (premium $994,000 and $3,103,510
    at December 31, 2009 and 2008, respectively)


1,249,600



4,282,963Accrued expenses:Professional fees


49,481



116,342Total liabilities


30,711,834



115,372,638Partners Capital:General Partner, 0.0000 Unit equivalents at December 31,
    2009 and 2008






Limited Partners Capital, 311,109.5773 and 247,850.0335
    Redeemable Units of Limited Partnership Interest outstanding at
    December 31, 2009 and 2008, respectively


684,909,493



449,718,446Total liabilities and partners capital

$
715,621,327


$
565,091,084   See accompanying notes to financial statements.
 F-27




---



##### 



CMF SandRidge
    Master Fund L.P.
 Condensed
    Schedule of Investments
    December 31, 2009
  Number of





% of PartnersContracts


Fair Value


CapitalFutures and Exchange Cleared Swap Contracts PurchasedEnergyICE Henry Hub Natural Gas Swap Apr. 10  Dec. 14


33,801


$
(11,509,797
)


(1.68
)%NYMEX Henry Hub Natural Gas Swap Mar. 10  Dec. 14


14,452



(7,309,750
)


(1.07
)NYMEX Henry Hub Natural Gas May 10  May 11


4,825



(5,954,147
)


(0.87
)NYMEX Henry Hub Penultimate Mar. 10


524



495,220



0.07Total futures and exchange cleared swap contracts purchased






(24,278,474
)


(3.55
)Futures and Exchange Cleared Swap Contracts SoldEnergyICE Henry Hub Natural Gas Swap Mar. 10  March 11


22,040



(6,466,193
)


(0.94
)NYMEX Henry Hub Natural Gas Swap May 10  Dec. 13


10,108



5,801,850



0.84NYMEX Henry Hub Natural Gas Mar. 10  Sept. 10


6,621



(4,469,936
)


(0.65
)Total futures and exchange cleared swap contracts sold






(5,134,279
)


(0.75
)Options OwnedPutsEnergy


240



1,092,800



0.16Total options owned






1,092,800



0.16Options WrittenCallsEnergy


240



(1,249,600
)


(0.18
)Total options written






(1,249,600
)


(0.18
)Total fair value





$
(29,569,553
)


(4.32
)%   See accompanying notes to financial statements.
 F-28




---



##### 



CMF SandRidge
    Master Fund L.P.
 Condensed
    Schedule of Investments
    December 31, 2008
  Number of





% of PartnersContracts


Fair Value


CapitalFutures and Exchange Cleared Swap Contracts PurchasedEnergyICE Henry Hub Natural Gas Swap April 09  Dec. 14


30,555


$
(72,012,250
)


(16.01
)%NYMEX Natural Gas Swap Oct. 09  Dec. 14


10,464



(43,628,900
)


(9.70
)NYMEX Natural Gas Aug. 09  Oct. 10


6,052



(113,269,862
)


(25.19
)Total futures and exchange cleared swap contracts purchased






(228,911,012
)


(50.90
)Futures and Exchange Cleared Swap Contracts SoldEnergyICE Henry Hub Natural Gas Swap Feb. 09  Oct. 10


25,108



34,592,590



7.69NYMEX Henry Hub Natural Gas Feb. 09  Dec. 12


10,624



42,565,560



9.46NYMEX Natural Gas Feb. 09  Sep. 09


6,572



40,779,529



9.07Total futures and exchange cleared swap contracts sold






117,937,679



26.22Options OwnedPutsEnergy


730



4,987,535



1.11Total options owned






4,987,535



1.11Options WrittenCallsEnergy


15



(4,380
)


(0.00
)*PutsEnergy


1,675



(4,278,583
)


(0.95
)Total options written






(4,282,963
)


(0.95
)Total fair value





$
(110,268,761
)


(24.52
)%   *
    
    Due to rounding  See accompanying notes to financial statements.
 F-29




---



##### 



CMF SandRidge
    Master Fund L.P.Statements of Income and Expenses
    for the years ended
    December 31, 2009, 2008 and 2007
  2009


2008


2007Income:Net gains (losses) on trading of commodity interests:Net realized gains (losses) on closed contracts

$
18,484,633


$
209,086,188


$
40,099,593Change in net unrealized gains (losses) on open contracts


80,708,073



(109,479,479
)


634,796Gain (loss) from trading, net


99,192,706



99,606,709



40,734,389Interest Income


388,904



4,119,717



9,737,038Total income (loss)


99,581,610



103,726,426



50,471,427Expenses:Clearing fees


623,298



390,792



677,706Professional fees


210,642



269,306



261,470Total expenses


833,940



660,098



939,176Net income (loss)

$
98,747,670


$
103,066,328


$
49,532,251Net income (loss) per Redeemable Unit of Limited Partnership
    interest (Notes 1 and 6)

$
388.51


$
468.42


$
242.28Weighted average units outstanding


275,661.9324



241,781.3550



212,935.2422   See accompanying notes to financial statements.
 F-30




---



##### 



CMF SandRidge
    Master Fund L.P.
    Statements of Changes in Partners Capital
    for the years ended
    December 31, 2009, 2008 and 2007
  PartnersCapitalPartners Capital at December 31, 2006

$
215,065,486Net income (loss)


49,532,251Sale of 69,725.8292 Redeemable Units of Limited Partnership
    Interest


89,474,602Redemption of 24,714.6195 Redeemable Units of Limited
    Partnership Interest


(31,803,576
)Distribution of interest income to feeder funds


(9,737,038
)Partners Capital at December 31, 2007


312,531,725Net income (loss)


103,066,328Sale of 80,081.4747 Redeemable Units of Limited Partnership
    Interest


141,534,374Redemption of 61,402.1561 Redeemable Units of Limited
    Partnership Interest


(103,294,264
)Distribution of interest income to feeder funds


(4,119,717
)Partners Capital at December 31, 2008


449,718,446Net income (loss)


98,747,670Sale of 127,771.5856 Redeemable Units of Limited Partnership
    Interest


270,602,300Redemption of 64,512.0418 Redeemable Units of Limited
    Partnership Interest


(133,770,019
)Distribution of interest income to feeder funds


(388,904
)Partners Capital at December 31, 2009

$
684,909,493     2007:

$
1,363.752008:

$
1,814.482009:

$
2,201.51
   See accompanying notes to financial statements.
 F-31




---



##### 



CMF SandRidge
    Master Fund L.P.
 Notes to
    Financial Statements
    December 31, 2009
  1.
    Partnership
    Organization:         F-32




---



##### 



CMF SandRidge
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2009
      2.
    Accounting
    Policies:  a.
    Use of Estimates.  The preparation of financial
    statements and accompanying notes in conformity with GAAP
    requires management to make estimates and assumptions that
    affect the reported amounts of assets and liabilities, income
    and expenses, and related disclosures of contingent assets and
    liabilities in the financial statements and accompanying notes.
    In making these estimates and assumptions, management has
    considered the effects, if any, of events occurring after the
    date of the Masters Statements of Financial Condition
    through the date the financial statements were issued. As a
    result, actual results could differ from these estimates.b.
    Statement of Cash Flows.  The Master is not
    required to provide a Statement of Cash Flows as permitted by
    ASC 230, Statement of Cash Flows (formerly, FAS No. 102
    Statement of Cash Flows-Exemption of Certain Enterprises
    and Classification of Cash Flows from Certain Securities
    Acquired for Resale).c.
    Masters Investments.  All commodity
    interests of the Master (including derivative financial
    instruments and derivative commodity instruments) are held for
    trading purposes. The commodity interests are recorded on trade
    date and open contracts are recorded at fair value (as described
    below) at the measurement date. Investments in commodity
    interests denominated in foreign currencies are translated into
    U.S. dollars at the exchange rates prevailing at the
    measurement date. Gains or losses are realized when contracts
    are liquidated. Unrealized gains or losses on open contracts are
    included as a component of equity in trading account on the
    Statements of Financial Condition. Realized gains or losses and
    any change in net unrealized gains or losses from the preceding
    period are reported in the Statements of Income and Expenses.  Masters Fair Value Measurements.
 F-33




---



##### 



CMF SandRidge
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2009
  FAS No. 157-4.
    Quoted Prices in





SignificantActive Markets for


Significant Other


UnobservableIdentical Sets


Observable Inputs


Inputs12/31/2009


(Level 1)


(Level 2)


(Level 3)AssetsOptions owned

$
1,092,800


$
1,092,800


$



$
Total assets

$
1,092,800


$
1,092,800


$



$
LiabilitiesFutures and Exchange Cleared Swaps

$
29,412,753


$
29,412,753


$



$
Options written


1,249,600



1,249,600







Total liabilities


30,662,353



30,662,353







Total fair value

$
(29,569,553
)

$
(29,569,553
)

$



$
   Quoted Prices in





SignificantActive Markets for


Significant Other


UnobservableIdentical Assets


Observable Inputs


Inputs12/31/2008


(Level 1)


(Level 2)


(Level 3)AssetsOptions owned

$
4,987,535


$
4,987,535


$



$
Total assets

$
4,987,535


$
4,987,535


$



$
LiabilitiesFutures and Exchange Cleared Swaps

$
110,973,333


$
110,973,333


$



$
Options written


4,282,963



4,282,963







Total liabilities


115,256,296



115,256,296







Total fair value

$
(110,268,761
)

$
(110,268,761
)

$



$
  F-34




---



##### 



CMF SandRidge
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2009
   d.
    Futures Contracts.  The Master trades futures
    contracts. Exchange cleared swaps included in futures and
    exchange cleared swaps are swaps that are traded as futures. A
    futures contract is a firm commitment to buy or sell a specified
    quantity of investments, currency or a standardized amount of a
    deliverable grade commodity, at a specified price on a specified
    future date, unless the contract is closed before the delivery
    date or if the delivery quantity is something where physical
    delivery cannot occur (such as the S&P 500 Index),
    whereby such contract is settled in cash. Payments
    (variation margin) may be made or received by the
    Master each business day, depending on the daily fluctuations in
    the value of the underlying contracts, and are recorded as
    unrealized gains or losses by the Master. When the contract is
    closed, the Master records a realized gain or loss equal to the
    difference between the value of the contract at the time it was
    opened and the value at the time it was closed. Because
    transactions in futures contracts require participants to make
    both initial margin deposits of cash or other assets and
    variation margin deposits, through the futures broker,  directly
    with the exchange on which the contracts are traded, credit
    exposure is limited. Realized gains (losses) and changes in
    unrealized gains (losses) on futures contracts are included in
    the Statements of Income and Expenses.e.
    Options.  The Master may purchase and write
    (sell), both exchange listed and
    over-the-counter,
    options on commodities or financial instruments. An option is a
    contract allowing, but not requiring, its holder to buy (call)
    or sell (put) a specific or standard commodity or financial
    instrument at a specified price during a specified time period.
    The option premium is the total price paid or received for the
    option contract. When the Master writes an option, the premium
    received is recorded as a liability in the Statements of
    Financial Condition and marked to market daily. When the Master
    purchases an option, the premium paid is recorded as an asset in
    the Statements of Financial Condition and marked to market
    daily. Realized gains (losses) and changes in unrealized gains
    (losses) on options contracts are included in the Statements of
    Income and Expenses.  f.
    Income and Expenses Recognition.  All of the
    income and expenses and realized and unrealized gains and losses
    on trading of commodity interests are determined on each
    valuation day and allocated pro rata among the Funds at the time
    of such determination.  g.
    Income Taxes.  Income taxes have not been
    provided as each partner is individually liable for the taxes,
    if any, on their share of the Masters income and expenses.      h.
    Subsequent Events.  In 2009, the Master adopted
    ASC 855, Subsequent Events (formerly, FAS No. 165,
    Subsequent Events). The objective of ASC 855 is to
    establish general standards of accounting for and disclosure of
    events that occur after the balance sheet date but before
    financial statements are issued or available to be issued.
    Management has determined that there were no subsequent events
    requiring adjustment or disclosure in the financial statements.  i.
    Recent Accounting Pronouncements.  In January
    2010, the FASB issued Accounting Standards Update
    No. 2010-06
    (ASU
    2010-06),
    Improving Disclosures about Fair Value Measurements,
    which, among other things, amends ASC 820 to require entities to
    separately present purchases, sales, issuances, and settlements
    in their reconciliation of Level 3 fair value measurements
    (i.e. to F-35




---



##### 



CMF SandRidge
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2009
  present such items on a gross basis rather than on a net basis),
    and which clarifies existing disclosure requirements provided by
    ASC 820 regarding the level of disaggregation and the inputs and
    valuation techniques used to measure fair value for measurements
    that fall within either Level 2 or Level 3 of the fair
    value hierarchy. ASU
    2010-06 is
    effective for interim and annual periods beginning after
    December 15, 2009, except for the disclosures about
    purchases, sales, issuances, and settlements in the roll forward
    of activity in Level 3 fair value measurements (which are
    effective for fiscal years beginning after December 15,
    2010, and for interim periods within those fiscal years).
    Management is currently assessing the impact that the adoption
    of ASU
    2010-06 will
    have on the Masters financial statements disclosures.  In February 2010, the FASB issued Accounting Standards Update
    No. 2010-09
    (ASU
    2010-09),
    Subsequent Events (Topic 855): Amendments to Certain
    Recognition and Disclosure Requirements, which among other
    things amended ASC 855 to remove the requirement for an SEC
    filer to disclose the date through which subsequent events have
    been evaluated. This change alleviates potential conflicts
    between ASC 855 and the SECs requirements. All of the
    amendments in this update are effective upon issuance of this
    update. Management has included the provisions of these
    amendments in the financial statements.j.
    Certain prior period amounts have been reclassified to conform
    to current year presentation.k.
    Net Income (Loss) per Redeemable Unit.  Net
    income (loss) per Redeemable Unit is calculated in accordance
    with investment company guidance. See footnote 6 for Financial
    Highlights.  3.
    Agreements:  a.
    Limited Partnership Agreement:    b.
    Management Agreement:    c.
    Customer Agreement:  give-up,
  4.
    Trading
    Activities:   F-36




---



##### 



CMF SandRidge
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2009
          December 31, 2009




December 31, 2009Assets





AssetsFutures and Exchange Cleared Swap Contracts





Options OwnedEnergy

$
37,079,802


Energy

$
1,092,800Total unrealized appreciation on open futures and exchange
    cleared swap contracts

$
37,079,802


Options owned

$
1,092,800
**Liabilities





LiabilitiesFutures and Exchange Cleared Swap Contracts





Options WrittenEnergy

$
(66,492,555
)

Energy

$
(1,249,600
)Total unrealized depreciation on open futures and exchange
    cleared swap contracts

$
(66,492,555
)

Options written

$
(1,249,600
)***Net unrealized depreciation on open futures contracts

$
(29,412,753
)*     *
    
    This amount is in Net unrealized depreciation on open
    futures and exchange cleared swap contracts on the
    Statements of Financial Condition.**
    
    This amount is in Options owned at fair value on the
    Statements of Financial Condition.***
    
    This amount is in Options written at fair value on
    the Statements of Financial Condition.    December 31, 2009Sector

Gain (loss) from tradingEnergy

$
99,192,706Total

$
99,192,706
****  ****
    
    This amount is in Gain(loss) from trading, net  on
    the Statements of Income and Expenses. F-37




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##### 



CMF SandRidge
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2009
  5.
    Subscriptions,
    Distributions and Redemptions:    6.
    Financial
    Highlights:    2009


2008


2007Net realized and unrealized gains (losses)*

$
387.81


$
451.86


$
197.11Interest income


1.48



17.69



46.35Expenses**


(0.78
)


(1.13
)


(1.18
)Increase (decrease) for the year


388.51



468.42



242.28Distribution of interest income to feeder funds


(1.48
)


(17.69
)


(46.35
)Net Asset Value per Redeemable Unit of Limited Partnership
    Interest, beginning of year


1,814.48



1,363.75



1,167.82Net Asset Value per Redeemable Unit of Limited Partnership
    Interest, end of year

$
2,201.51


$
1,814.48


$
1,363.75   *
    
    Includes clearing fees.**
    
    Excludes clearing fees.  2009


2008


2007Ratios to average net assets:Net investment income (loss)***


(0.1
)%


0.9
%


3.3
%Operating expenses


0.1
%


0.2
%


0.3
%Total return


21.3
%


34.3
%


20.8
%    ***
    
    Interest income less total expenses.    7.
    Financial
    Instrument Risks:   F-38




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##### 



CMF SandRidge
    Master Fund L.P.
    Notes to Financial Statements
    December 31, 2009
               F-39




---



##### 



For the period from
    
    For the period from
    
    For the period from
    
    For the period fromOctober 1, 2009 to
    
    July 1, 2009 to
    
    April 1, 2009 to
    
    January 1, 2009 toDecember 31, 2009
    
    September 30, 2009
    
    June 30, 2009
    
    March 31, 2009Net realized and unrealized trading
gains (losses) net of brokerage
commissions and clearing fees
including interest income
    
    $
    (7,776,936
    )
    
    $
    34,084,889
    
    
    $
    31,810,672
    
    
    $
    40,839,687Net income (loss)
    
    $
    (7,833,376
    )
    
    $
    34,047,914
    
    
    $
    31,760,955
    
    
    $
    40,772,177Increase (decrease) in Net Asset
Value per Redeemable Unit
    
    $
    (21.17
    )
    
    $
    125.50
    
    
    $
    122.39
    
    
    $
    161.79
 For the period from
    
    For the period from
    
    For the period from
    
    For the period fromOctober 1, 2008 to
    
    July 1, 2008 to
    
    April 1, 2008 to
    
    January 1, 2008 toDecember 31, 2008
    

September 30, 2008
    

June 30, 2008
    

March 31, 2008Net realized and
unrealized trading
gains (losses) net of
brokerage
commissions and
clearing fees
including interest
income
    
    $
    10,020,345
    
    
    $
    (31,305,268
    )
    
    $
    66,997,344
    
    
    $
    57,623,213Net income (loss)
    
    $
    9,955,370
    
    
    $
    (31,370,244
    )
    
    $
    66,929,871
    
    
    $
    57,551,331Increase
(decrease) in Net
Asset Value per
Redeemable Unit
    
    $
    39.67
    
    
    $
    (131.21
    )
    
    $
    297.96
    
    
    $
    262.00
 F-40




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##### 



Item 9. Changes in and
 Disagreements with Accountants on Accounting and Financial
Disclosure .
    Item 9A(T). Controls and Procedures.
    internal control over financial reporting
 
    
    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 GAAP, 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.
 Financial Statements and Supplementary
Data
  Item 9B. Other Information .
  19




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##### 



PART
III
 Item 10. Directors and Executive Officers of the Registrant .
     20




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##### 



21




---



##### 



Item 11. Executive Compensation .
 Business.
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters .
 Security
ownership of certain beneficial owners
 Security ownership of management
  *SandRidge Partners
    
    800.7770 Redeemable Units*Matthew Titus
    
    26.4364 Redeemable Units*Balke A. Hill
    
    100.0000 Redeemable Units
 
 *
    
    No one principal owns more than 1% of Redeemable Units. Changes in control
 Item 13. Certain Relationships and Related Transactions and Director Independence .
 Business Financial Statements and Supplementary Data Executive Compensation
 Item 14. Principal Accountant Fees and Services .
 Audit Fees
    Audit-Related
Fees
 Tax Fees
   22




---



##### 



All Other Fees
   23




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##### 



PART IV
 Item 15. Exhibits and Financial Statement Schedules .
  Statements of Financial Condition at December 31, 2009
and 2008.Condensed Schedules of Investments at December 31, 2009 and 2008.Statements of Income and Expenses for the years ended
December 31, 2009, 2008 and 2007.Statements of Changes in Partners Capital for the years
ended December 31, 2009, 2008 and 2007.Notes to Financial Statements.
  3.1
    
    
    (a)
    
    Certificate of Limited Partnership dated April 15, 2005
(filed as Exhibit 3.1 to the General Form for
Registration of Securities on Form 10 filed on April 30,
2007 and incorporated herein by reference).(b)
    
    Certificate of Amendment of the Certificate of Limited
Partnership dated September 21, 2005 (filed as
Exhibit 3.1(a) to the General Form for Registration of
Securities on Form 10 filed on April 30, 2007 and
incorporated herein by reference).(c)
    
    Certificate of Amendment of the Certificate of Limited
Partnership dated September 19, 2008 (filed as
Exhibit 3.1(c) to the Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2009 and
incorporated herein by reference).(d)
    
    Certificate of Amendment of the Certificate of Limited
Partnership dated September 28, 2009 (filed as
Exhibit 99.1 to the Current Report on Form 8-K filed on
September 30, 2009).3.2
    
    
    
    
    Second Amended and Restated Limited Partnership
Agreement (filed as Exhibit 3.2 to the Quarterly Report
of Form 10-Q for the quarterly period ended September
30, 2009 and incorporated herein by reference).10.1
    
    
    (a)
    
    Advisory Agreement among the Partnership, the General
Partner and SandRidge Capital, LP (filed as Exhibit 10.1
to the General Form for Registration of Securities on
Form 10 filed on April 30, 2007 and incorporated herein
by reference) (hereinafter referred to as the
Management Agreement).(b)
    
    Letter extending the Management Agreement between the
General Partner and SandRidge Capital, LP (filed
herein).10.2
    
    
    (a)
    
    Customer Agreement between the Partnership, the General
Partner and CGM (filed as Exhibit 10.2 to the General
Form for Registration of Securities on Form 10 filed on
April 30, 2007 and incorporated herein by reference).(b)
    
    Addendum to the Customer Agreement between the
Partnership, the General Partner and CGM (filed as
Exhibit 10.2(a) to the General Form for Registration of
Securities on Form 10 filed on April 30, 2007 and
incorporated herein by reference).10.3
    
    
    
    
    Amended and Restated Agency Agreement between the
Partnership, the General Partner and CGM (filed as
Exhibit 10.3 to the General Form for Registration of
Securities on Form 10 filed on April 30, 2007 and
incorporated herein by reference).10.4
    
    
    
    
    Form of Subscription Agreement (filed as Exhibit 10.4 to
the Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2009 and incorporated herein
by reference).10.5
    
    
    
    
    Joinder Agreement among the Partnership, the General
Partner, CGM and Morgan Stanley Smith Barney LLC (filed
as Exhibit 10 to the Quarterly Report of Form 10-Q for
the quarterly period ended June 30, 2009 and
incorporated herein by reference).16.1
    
    
    
    
    Letter dated July 23, 2009 from PricewaterhouseCoopers
LLP regarding Change in Certifying Accountant (filed as
Exhibit 16.1 to the Form 8-K filed on July 24, 2009)16.2
    
    
    
    
    Letter dated June 26, 2008 from KPMG LLP regarding
Change in Certifying Accountant (filed as Exhibit 16.1
to the Form 8-K filed on July 1, 2008)
 The exhibits required to be filed by Item 601 of regulation S-K are incorporated herein by
referenceExhibit 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)
 24




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##### 



SIGNATURES
 st
 BRISTOL ENERGY FUND L.P.By:
    Ceres Managed Futures LLC(General Partner)By:
    /s/ Jerry PascucciJerry Pascucci, President & Director  /s/ Jerry Pascucci
    
    /s/ Daryl DewbreyJerry Pascucci
President and Director
    
    Daryl Dewbrey
DirectorCeres
Managed Futures LLC
    
    Ceres
Managed Futures LLC/s/ Jennifer Magro
    
    /s/ Raymond NolteJennifer Magro 
Chief Financial Officer and Director
(Principal Accounting Officer)
    
    Raymond Nolte
Director Ceres
Managed Futures LLCCeres
Managed Futures LLC/s/
Shelley Deavitt UllmanShelley Deavitt Ullman
Director  Ceres
Managed Futures LLC
    25