UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2011
 ORo
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 000-52602
 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
522 Fifth Avenue, 14th Floor
 New York, New York 10036
 
  (212) 296-1999
 
   Yes þ No o
  Yes o No o
  Large accelerated filero
    
    Accelerated filero
    
    Non Accelerated filerþ
    
    Smaller reporting companyo(Do not check if a smaller reporting company)
  Yes o No þ




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##### 



BRISTOL ENERGY FUND L.P.
 FORM 10-Q
 INDEX
 PageNumberPART I  Financial Information:Item 1. Financial Statements:Statements of Financial Condition at March 31, 2011 (unaudited) and December 31, 2010
    
    
    3Statements of Income and Expenses and Changes in Partners Capital for the three
months ended March 31, 2011 and 2010 (unaudited)
    
    
    4Notes to Financial Statements, including the Financial Statements of CMF SandRidge
Master Fund L.P. (unaudited)
    
    
    5-17Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18-20Item 3. Quantitative and Qualitative Disclosures about Market Risk
    
    
    21-23Item 4. Controls and Procedures
    
    
    24-28PART II  Other InformationExhibitsEx. 31.1 CertificationEx. 31.2 CertificationEx. 32.1 CertificationEx. 32.2 Certification
  2




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##### 



PART I
 
 Item 1. Financial Statements
 Bristol Energy Fund L.P.
 
 Statements of Financial Condition
 (Unaudited)March 31,
    
    
    December 31,2011
    
    
    2010Assets:Investment in Master, at fair value
    
    $
    322,820,956
    
    
    $
    402,350,613Cash
    
    
    144,527
    
    
    
    151,370Total assets
    
    $
    322,965,483
    
    
    $
    402,501,983Liabilities and Partners Capital:Liabilities:Accrued expenses:Brokerage fees
    
    $
    1,009,267
    
    
    $
    1,257,819Management fees
    
    
    536,476
    
    
    
    668,594Administrative fees
    
    
    134,119
    
    
    
    167,149Other
    
    
    70,552
    
    
    
    87,766Redemptions payable
    
    
    8,418,313
    
    
    
    22,213,402Total liabilities
    
    
    10,168,727
    
    
    
    24,394,730Partners Capital:General Partner, 3,346.8277 unit equivalents
outstanding at March 31, 2011 and December
31, 2010
    
    
    4,339,430
    
    
    
    4,240,732Special Limited Partner, 800.7772 Redeemable
Units outstanding at March 31, 2011 and
December 31, 2010
    
    
    1,038,272
    
    
    
    1,014,657Limited Partners, 237,099.2642 and
294,258.5619 Redeemable Units outstanding at
March 31, 2011 and December 31, 2010,
respectively
    
    
    307,419,054
    
    
    
    372,851,864Total partners capital
    
    
    312,796,756
    
    
    
    378,107,253Total liabilities and partners capital
    
    $
    322,965,483
    
    
    $
    402,501,983Net asset value per unit
    
    $
    1,296.58
    
    
    $
    1,267.09
  3




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##### 



Bristol
Energy Fund L.P.
 
 Statements of Income and Expenses and Changes in Partners Capital
(Unaudited)
 Three Months EndedMarch 31,2011
    
    
    2010Investment Income:Interest income allocated from Master
    
    $
    67,639
    
    
    $
    60,160Expenses:Expenses allocated from Master
    
    
    271,083
    
    
    
    241,553Brokerage fees
    
    
    3,244,641
    
    
    
    4,672,705Management fees
    
    
    1,724,602
    
    
    
    2,483,794Administrative fees
    
    
    431,150
    
    
    
    620,949Other
    
    
    87,027
    
    
    
    71,525Total expenses
    
    
    5,758,503
    
    
    
    8,090,526Net investment income (loss)
    
    
    (5,690,864
    )
    
    
    (8,030,366
    )Trading Results:Net realized gains (losses) on closed contracts allocated from Master
    
    
    1,388,191
    
    
    
    32,459,895Change in net unrealized gains (losses) on open contracts allocated from Master
    
    
    11,157,465
    
    
    
    (42,912,368
    )Total trading results allocated from Master
    
    
    12,545,656
    
    
    
    (10,452,473
    )Net income (loss)
    
    
    6,854,792
    
    
    
    (18,482,839
    )Subscriptions  Limited Partners
    
    
    5,791,925
    
    
    
    49,038,000Redemptions  Limited Partners
    
    
    (77,957,214
    )
    
    
    (6,569,835
    )Net increase (decrease) in Partners Capital
    
    
    (65,310,497
    )
    
    
    23,985,326Partners Capital, beginning of period
    
    
    378,107,253
    
    
    
    470,599,506Partners Capital, end of period
    
    $
    312,796,756
    
    
    $
    494,584,832Net asset value per unit (241,246.8691 and 311,789.1609 Units outstanding at
March 31, 2011 and 2010, respectively)
    
    $
    1,296.58
    
    
    $
    1,586.28Net income (loss) per unit*
    
    $
    29.49
    
    
    $
    (59.45
    )Weighted average units outstanding
    
    
    268,731.6341
    
    
    
    306,145.8116
 
   4




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##### 



Bristol Energy Fund L.P.
 
 Notes to Financial Statements
March 31, 2011
(Unaudited)
 1. General:
         5




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##### 



Bristol Energy Fund L.P.
 Notes to Financial Statements
March 31, 2011
(Unaudited)
    CMF SandRidge Master Fund L.P.
Statements of Financial Condition
 (Unaudited)March 31,
    
    
    December 31,2011
    
    
    2010Assets:Equity in trading account:Cash
    
    $
    372,663,569
    
    
    $
    508,243,783Cash margin
    
    
    41,101,737
    
    
    
    71,084,284Options purchased, at fair value (cost $4,998,950 and $3,846,540 at March 31,
2011 and December 31, 2010, respectively)
    
    
    3,632,575
    
    
    
    2,303,244Total assets
    
    $
    417,397,881
    
    
    $
    581,631,311Liabilities and Partners Capital:Liabilities:Net unrealized depreciation on open futures and exchange-cleared swap contracts
    
    $
    36,680,961
    
    
    $
    52,768,215Options premium received, at fair value (premium $2,979,800 and $45,000 at
March 31, 2011 and December 31, 2010, respectively)
    
    
    2,438,616
    
    
    
    24,250Accrued expenses:Professional fees
    
    
    82,523
    
    
    
    103,589Total liabilities
    
    
    39,202,100
    
    
    
    52,896,054Partners Capital:General Partner, 0.0000 unit equivalents at March 31, 2011 and December 31, 2010
    
    
    
    
    
    
    Limited Partners, 201,675.8845 and 293,086.2072 units outstanding at March 31,
2011 and December 31, 2010, respectively
    
    
    378,195,781
    
    
    
    528,735,257Total liabilities and partners capital
    
    $
    417,397,881
    
    
    $
    581,631,311Net asset value per unit
    
    $
    1,875.27
    
    
    $
    1,804.03
 6




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##### 



Bristol Energy Fund L.P.
 Notes to Financial Statements
March 31, 2011
(Unaudited)
 CMF SandRidge Master Fund L.P.
Condensed Schedule of Investments
March 31, 2011
(Unaudited)
 Number of
    
    
    
    
    
    
    % of PartnersContracts
    
    
    Fair Value
    
    
    CapitalFutures and Exchange-Cleared Swap Contracts PurchasedEnergyICE Henry Hub Natural Gas Swap Sept. 11 - Dec. 13
    
    
    21,586
    
    
    $
    (14,049,200
    )
    
    
    (3.71
    )%NYMEX Henry Hub Natural Gas Swap Jan. 12 - Oct. 12
    
    
    7,452
    
    
    
    (15,794,330
    )
    
    
    (4.18
    )NYMEX Henry Hub Natural Gas May 11 - April 12
    
    
    2,964
    
    
    
    2,624,856
    
    
    
    0.69NYMEX Henry Hub Penultimate Oct. 11
    
    
    168
    
    
    
    (34,860
    )
    
    
    (0.01
    )Total futures and exchange-cleared swap contracts purchased
    
    
    
    
    
    
    (27,253,534
    )
    
    
    (7.21
    )Futures and Exchange-Cleared Swap Contracts SoldEnergyICE Henry Hub Natural Gas Swap Aug. 11
    
    
    2,542
    
    
    
    (1,955,713
    )
    
    
    (0.52
    )NYMEX Henry Hub Natural Gas Swap Oct 11 - Dec. 13
    
    
    5,252
    
    
    
    3,460,920
    
    
    
    0.92NYMEX Henry Hub Natural Gas Aug. 11 - Jan. 12
    
    
    9,588
    
    
    
    (10,762,124
    )
    
    
    (2.85
    )NYMEX Henry Hub Penultimate May 11
    
    
    236
    
    
    
    (170,510
    )
    
    
    (0.04
    )Total futures and exchange-cleared swap contracts sold
    
    
    
    
    
    
    (9,427,427
    )
    
    
    (2.49
    )Options PurchasedPutsEnergy
    
    
    3,203
    
    
    
    3,632,575
    
    
    
    0.96Total Options purchased
    
    
    
    
    
    
    3,632,575
    
    
    
    0.96Options Premium ReceivedCallsEnergy
    
    
    364
    
    
    
    (1,797,614
    )
    
    
    (0.47
    )PutsEnergy
    
    
    1,552
    
    
    
    (641,002
    )
    
    
    (0.17
    )Total options premium received
    
    
    
    
    
    
    (2,438,616
    )
    
    
    (0.64
    )Net fair value
    
    
    
    
    
    $
    (35,487,002
    )
    
    
    (9.38
    )%
 7




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##### 



Bristol Energy Fund L.P.
 Notes to Financial Statements
March 31, 2011
(Unaudited)
 CMF SandRidge Master Fund L.P.
Condensed Schedule of Investments
December 31, 2010
 Number of
    
    
    
    
    
    
    % of PartnersContracts
    
    
    Fair Value
    
    
    CapitalFutures and
Exchange-Cleared Swap Contracts PurchasedEnergyICE Henry Hub Natural Gas Swap Mar. 11 - Dec. 14
    
    
    39,104
    
    
    $
    (34,520,010
    )
    
    
    (6.52
    )%NYMEX Henry Hub Natural Gas Swap Mar. 11 - Dec. 14
    
    
    19,716
    
    
    
    (65,069,790
    )
    
    
    (12.31
    )NYMEX Henry Hub Natural Gas Oct. 11 - Apr. 12
    
    
    1,381
    
    
    
    (204,317
    )
    
    
    (0.04
    )NYMEX Henry Hub Penultimate Apr. 11
    
    
    308
    
    
    
    216,370
    
    
    
    0.04Total futures and exchange-cleared swap contracts purchased
    
    
    
    
    
    
    (99,577,747
    )
    
    
    (18.83
    )Futures and
Exchange-Cleared Swap Contracts SoldEnergyICE Henry Hub Natural Gas Swap Apr. 11
    
    
    13,080
    
    
    
    17,903,400
    
    
    
    3.39NYMEX Henry Hub Natural Gas Swap Feb. 11 - Dec. 13
    
    
    14,996
    
    
    
    35,275,930
    
    
    
    6.67NYMEX Henry Hub Natural Gas Feb. 11 - Jan. 12
    
    
    10,765
    
    
    
    (6,369,798
    )
    
    
    (1.21
    )Total
futures and exchange-cleared swap contracts sold
    
    
    
    
    
    
    46,809,532
    
    
    
    8.85Options PurchasedPutsEnergy
    
    
    4,228
    
    
    
    2,303,244
    
    
    
    0.44Total options purchased
    
    
    
    
    
    
    2,303,244
    
    
    
    0.44Options Premium ReceivedPutsEnergy
    
    
    50
    
    
    
    (24,250
    )
    
    
    (0.01
    )Total options premium received
    
    
    
    
    
    
    (24,250
    )
    
    
    (0.01
    )Net fair value
    
    
    
    
    
    $
    (50,489,221
    )
    
    
    (9.55
    )%
 8




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##### 



Bristol Energy Fund L.P.
 Notes to Financial Statements
March 31, 2011
(Unaudited)
 CMF SandRidge Master Fund L.P.
Statements of Income and Expenses and Changes in Partners Capital
(Unaudited)
 Three Months EndedMarch 31,2011
    
    
    2010Investment Income:Interest income
    
    $
    84,997
    
    
    $
    88,451Expenses:Clearing fees
    
    
    249,406
    
    
    
    275,541Professional fees
    
    
    85,696
    
    
    
    74,154Total expenses
    
    
    335,102
    
    
    
    349,695Net investment income (loss)
    
    
    (250,105
    )
    
    
    (261,244
    )Trading results:Net gains (losses) on trading of commodity interests:Net realized gains (losses) on closed contracts
    
    
    (1,741,536
    )
    
    
    46,976,388Change in net unrealized gains (losses) on open contracts
    
    
    16,784,609
    
    
    
    (62,209,596
    )Total trading results
    
    
    15,043,073
    
    
    
    (15,233,208
    )Net income (loss)
    
    
    14,792,968
    
    
    
    (15,494,452
    )Subscriptions  Limited Partners
    
    
    5,791,925
    
    
    
    99,038,000Redemptions  Limited Partners
    
    
    (171,039,372
    )
    
    
    (48,064,277
    )Distribution of interest income to feeder funds
    
    
    (84,997
    )
    
    
    (88,451
    )Net increase (decrease) in Partners capital
    
    
    (150,539,476
    )
    
    
    35,390,820Partners Capital, beginning of period
    
    
    528,735,257
    
    
    
    684,909,493Partners Capital, end of period
    
    $
    378,195,781
    
    
    $
    720,300,313Net asset value per unit (201,675.8845 and 334,171.2724
units outstanding at March 31, 2011 and 2010, respectively)
    
    $
    1,875.27
    
    
    $
    2,155.48Net income (loss) per unit*
    
    $
    71.60
    
    
    $
    (45.76
    )Weighted average units outstanding
    
    
    264,102.7667
    
    
    
    336,275.2299
 
 *
    
    Based on change in net asset value per unit. 9




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##### 



Bristol Energy Fund L.P.
 Notes to Financial Statements
March 31, 2011
(Unaudited)
 2. Financial Highlights:
  Three Months EndedMarch 31,2011
    
    
    2010Net realized and unrealized gains (losses) allocated from Master *
    
    $
    37.85
    
    
    $
    (49.10
    )Interest income allocated from Master
    
    
    0.25
    
    
    
    0.19Expenses and allocation to Special Limited Partner**
    
    
    (8.61
    )
    
    
    (10.54
    )Increase (decrease) for the period
    
    
    29.49
    
    
    
    (59.45
    )Net asset value per unit, beginning of period
    
    
    1,267.09
    
    
    
    1,645.73Net asset value per unit, end of period
    
    $
    1,296.58
    
    
    $
    1,586.28
 
 *
    
    Includes Partnership brokerage fees and clearing fees allocated from Master.**
    
    Excludes Partnership brokerage fees and clearing fees allocated from Master and includes
allocation to Special Limited Partner. Three Months EndedMarch 31,2011
    
    
    2010Ratios to average net assets:***Net investment income (loss) before allocation to Special Limited Partner****
    
    
    (6.9
    )%
    
    
    (6.7
    )%Operating expenses
    
    
    7.0
    %
    
    
    6.7
    %Allocation to Special Limited Partner
    
    
    
    %
    
    
    
    %Total expenses and allocation to Special Limited Partner
    
    
    7.0
    %
    
    
    6.7
    %Total return:Total return before allocation to Special Limited Partner
    
    
    2.3
    %
    
    
    (3.6
    )%Allocation to Special Limited Partner
    
    
    
    %
    
    
    
    %Total return after allocation to Special Limited Partner
    
    
    2.3
    %
    
    
    (3.6
    )%
 
 ***
    
    Annualized (except for allocation to Special Limited Partner, if applicable).****
    
    Interest income allocated from Master less total expenses.  10




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##### 



Bristol Energy Fund L.P.
 Notes to Financial Statements
March 31, 2011
(Unaudited)
  Three Months EndedMarch 31,2011
    
    
    2010Net realized and unrealized gains (losses)*
    
    $
    71.61
    
    
    $
    (45.79
    )Interest income
    
    
    0.36
    
    
    
    0.27Expenses **
    
    
    (0.37
    )
    
    
    (0.24
    )Increase (decrease) for the period
    
    
    71.60
    
    
    
    (45.76
    )Distribution of interest income to feeder funds
    
    
    (0.36
    )
    
    
    (0.27
    )Net asset value per unit, beginning of period
    
    
    1,804.03
    
    
    
    2,201.51Net asset value per unit, end of period
    
    $
    1,875.27
    
    
    $
    2,155.48
 
 *
    
    Includes clearing fees.**
    
    Excludes clearing fees. Three Months EndedMarch 31,2011
    
    
    2010Ratios to average net assets:***Net investment income (loss) ****
    
    
    (0.2
    )%
    
    
    (0.2
    )%Operating expenses
    
    
    0.3
    %
    
    
    0.2
    %Total return
    
    
    4.0
    %
    
    
    (2.1
    )%
 
 ***
    
    Annualized.****
    
    Interest income less total expenses.  11




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##### 



Bristol Energy Fund L.P.
 Notes to Financial Statements
March 31, 2011
(Unaudited)
 3. Trading Activities:
      March 31, 2011AssetsFutures and Exchange-Cleared Swap ContractsEnergy
    
    $
    16,756,255Total unrealized appreciation on open futures and exchange-cleared swap contracts
    
    $
    16,756,255LiabilitiesFutures and Exchange-Cleared Swap ContractsEnergy
    
    $
    (53,437,216
    )Total unrealized depreciation on open futures and exchange-cleared swap contracts
    
    $
    (53,437,216
    )Net unrealized depreciation on open futures and exchange-cleared swap contracts
    
    $
    (36,680,961
    )**  This amount is in Net unrealized depreciation on open futures and exchange-cleared swap
contracts on the Masters Statements of Financial Condition.AssetsOptions PurchasedEnergy
    
    $
    3,632,575Total options purchased
    
    $
    3,632,575
    **LiabilitiesOptions Premium ReceivedEnergy
    
    $
    (2,438,616
    )Total options premium received
    
    $
    (2,438,616
    )***
 
 **
    
    This amount is in Options purchased, at fair value on the Masters Statements of Financial
Condition.***
    
    This amount is in Options premium received, at fair value on the Masters Statements of
Financial Condition. 12




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##### 



Bristol Energy Fund L.P.
 Notes to Financial Statements
March 31, 2011
(Unaudited)
 December 31, 2010AssetsFutures and Exchange-Cleared Swap ContractsEnergy
    
    $
    69,685,031Total unrealized appreciation on open futures and exchange-cleared swap contracts
    
    $
    69,685,031LiabilitiesFutures and Exchange-Cleared Swap ContractsEnergy
    
    $
    (122,453,246
    )Total unrealized depreciation on open futures and exchange-cleared swap contracts
    
    $
    (122,453,246
    )Net
unrealized depreciation on open futures and exchange-cleared swap contracts
    
    $
    (52,768,215
    )**  This amount is in Net unrealized depreciation on open futures and exchange-cleared swap
contracts on the Masters Statements of Financial Condition.AssetsOptions PurchasedEnergy
    
    $
    2,303,244Total options purchased
    
    $
    2,303,244
    **LiabilitiesOptions Premium ReceivedEnergy
    
    $
    (24,250
    )Total options premium received
    
    $
    (24,250
    )***
 
 **
    
    This amount is in Options purchased, at fair value on the Masters Statements of Financial
Condition.***
    
    This amount is in Options premium received, at fair value on the Masters Statements of
Financial Condition.  Three Months EndedMarch 31,Sector
    
    2011
    
    
    2010Energy
    
    $
    15,043,073
    
    
    $
    (15,233,208
    )Total
    
    $
    15,043,073
    ****
    
    $
    (15,233,208
    )****
 
 ****
    
    This amount is in Total trading results on the Masters Statements of Income and Expenses
and Changes in Partners Capital. 4. Fair Value Measurements:
 Partnerships Investments.
 Partnerships Fair Value Measurements.
 13




---



##### 



Bristol Energy Fund L.P.
 Notes to Financial Statements
March 31, 2011
(Unaudited)
   Quoted Prices in
    
    
    
    
    
    
    SignificantActive Markets for
    
    
    Significant Other
    
    
    UnobservableIdentical Assets
    
    
    Observable Inputs
    
    
    InputsMarch 31,2011
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)AssetsInvestment in Master
    
    $
    322,820,956
    
    
    $
    
    
    
    $
    322,820,956
    
    
    $
    Net fair value
    
    $
    322,820,956
    
    
    $
    
    
    
    $
    322,820,956
    
    
    $
    
 Quoted Prices in
    
    
    
    
    
    
    SignificantActive Markets for
    
    
    Significant Other
    
    
    UnobservableIdentical Assets
    
    
    Observable Inputs
    
    
    InputsDecember 31, 2010
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)AssetsInvestment in Master
    
    $
    402,350,613
    
    
    $
    
    
    
    $
    402,350,613
    
    
    $
    Net fair value
    
    $
    402,350,613
    
    
    $
    
    
    
    $
    402,350,613
    
    
    $
    
 Masters Investments.
 Masters Fair Value Measurements.
   14




---



##### 



Bristol Energy Fund L.P.
 Notes to Financial Statements
March 31, 2011
(Unaudited)
 Quoted Prices in
    
    
    Significant Other
    
    
    SignificantActive Markets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsMarch 31, 2011
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)AssetsFutures and Exchange-Cleared Swaps
    
    $
    16,756,255
    
    
    $
    16,756,255
    
    
    $
    
    
    
    $
    Options purchased
    
    
    3,632,575
    
    
    
    3,632,575
    
    
    
    
    
    
    
    Total assets
    
    
    20,388,830
    
    
    
    20,388,830
    
    
    
    
    
    
    
    LiabilitiesFutures and Exchange-Cleared Swaps
    
    $
    53,437,216
    
    
    $
    53,437,216
    
    
    $
    
    
    
    $
    Options premium received
    
    
    2,438,616
    
    
    
    2,438,616
    
    
    
    
    
    
    
    Total Liabilities
    
    
    55,875,832
    
    
    
    55,875,832
    
    
    
    
    
    
    
    Total fair value
    
    $
    (35,487,002
    )
    
    $
    (35,487,002
    )
    
    $
    
    
    
    $
    
 Quoted Prices in
    
    
    Significant Other
    
    
    SignificantActive Markets for
    
    
    Observable
    
    
    UnobservableIdentical Assets
    
    
    Inputs
    
    
    InputsDecember 31, 2010*
    
    
    (Level 1)
    
    
    (Level 2)
    
    
    (Level 3)AssetsFutures and Exchange-Cleared Swaps
    
    $
    69,685,031
    
    
    $
    69,685,031
    
    
    $
    
    
    
    $
    Options purchased
    
    
    2,303,244
    
    
    
    2,303,244
    
    
    
    
    
    
    
    Total assets
    
    
    71,988,275
    
    
    
    71,988,275
    
    
    
    
    
    
    
    LiabilitiesFutures and Exchange-Cleared Swaps
    
    $
    122,453,246
    
    
    $
    122,453,246
    
    
    $
    
    
    
    $
    Options premium received
    
    
    24,250
    
    
    
    24,250
    
    
    
    
    
    
    
    Total Liabilities
    
    
    122,477,496
    
    
    
    122,477,496
    
    
    
    
    
    
    
    Total fair value
    
    $
    (50,489,221
    )
    
    $
    (50,489,221
    )
    
    $
    
    
    
    $
    
 
 *
    
    The amounts have been reclassified from the December 31, 2010 prior year financial
statements to conform to current year presentation based on new fair value guidance. 5. Financial Instrument Risks:
     15




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##### 



Bristol Energy Fund L.P.
 Notes to Financial Statements
March 31, 2011
(Unaudited)
      6. Critical Accounting Policies:
 Use of Estimates.
 Partnerships Investments.
 Partnerships and Masters Fair Value Measurements.
    Futures Contracts.
 16




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##### 



Bristol Energy Fund L.P.
 Notes to Financial Statements
March 31, 2011
(Unaudited)
  Options.
 Income Taxes.
   Subsequent Events.
 Net Income (loss) per Unit.
 17




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##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Liquidity and Capital Resources
      Critical Accounting Policies
   18




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##### 



Results of Operations
         19




---



##### 



20




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##### 



Item 3. Quantitative and Qualitative Disclosures about Market Risk
        March 31, 2011
 Three months ended March 31, 2011% of Total
    
    
    High
    
    
    Low
    
    
    AverageMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Value at Risk
    
    
    Value at Risk*Energy
    
    $
    34,995,837
    
    
    
    9.25
    %
    
    $
    61,733,650
    
    
    $
    31,352,944
    
    
    $
    41,648,911Total
    
    $
    34,995,837
    
    
    
    9.25
    %
 
 *
    
    Average of month-end Values at Risk. 21




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##### 



December 31, 2010
 Twelve
months ended December 31, 2010% of Total
    
    
    High
    
    
    Low
    
    
    AverageMarket Sector
    
    Value at Risk
    
    
    Capitalization
    
    
    Value at Risk
    
    
    Value at Risk
    
    
    Value at Risk*Energy
    
    $
    61,391,255
    
    
    
    11.61
    %
    
    $
    85,692,107
    
    
    $
    18,754,664
    
    
    $
    56,852,448Total
    
    $
    61,391,255
    
    
    
    11.61
    %
 
 *
    
    Annual average of month-end Values at Risk. 22




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##### 



Item 4. 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.
  23




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##### 



PART II. OTHER INFORMATION
 Item 1. Legal Proceedings
    Mutual Funds
    FINRA Settlement
  24




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##### 



Auction Rate Securities
   Subprime Mortgage-Related Actions
    Credit Crisis Related Matters
   25




---



##### 



26




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##### 



Item 1A. Risk Factors
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
     (d) Maximum Number(c) Total Number
    
    
    (or Approximateof Redeemable Units
    
    
    Dollar Value) ofPurchased as Part
    
    
    Redeemable Units that(a) Total Number
    
    
    (b) Average
    
    
    of Publicly
    
    
    May Yet Beof Redeemable
    
    
    Price Paid per
    
    
    Announced
    
    
    Purchased Under thePeriod
    
    Units Purchased*
    
    
    Redeemable Unit**
    
    
    Plans or Programs
    
    
    Plans or ProgramsJanuary 1, 2011 - January 31, 2011
    
    
    42,970.9790
    
    
    $
    1,245.74
    
    
    
    N/A
    
    
    
    N/AFebruary 1, 2011 - February 28, 2011
    
    
    12,253.2310
    


    $
    1,306.45
    
    
    
    N/A
    
    
    
    N/AMarch 1, 2011 - March 31, 2011
    
    
    6,492.7063
    
    
    $
    1,296.58
    
    
    
    N/A
    
    
    
    N/A61,716.9163
    
    
    $
    1,263.14
  *
    
    Generally, limited partners are permitted to redeem their Redeemable Units as of the last day
of each month on three business days notice to the General Partner. Under certain
circumstances, the General Partner can compel redemption, although 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. Item 3. Defaults Upon Senior Securities  None
 Item 4. [Removed and Reserved]
 Item 5. Other Information  None
 27




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##### 



Item 6. Exhibits
  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 filed on November 16, 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 and
incorporated herein by reference).(e)
    
    Certificate of Amendment of the Certificate of Limited Partnership dated June 30, 2010 (filed
as Exhibit 3.1(e) to the Current Report on Form 8-K filed on July 2, 2010 and incorporated
herein by reference).3.2
    
    
    
    Third Amended and Restated Limited Partnership Agreement (filed as Exhibit 3.1 to the Current
Report on Form 8-K filed on April 27, 2010 and incorporated herein by reference).10.1
    
    (a)
    
    Advisory Agreement among the Partnership, the General Partner and SandRidge Capital, L.P.
(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).(b)
    
    Letter from the General Partner to SandRidge Capital, L.P. extending the Advisory Agreement
through June 30, 2011 (filed as Exhibit 10.1(b) to the Annual Report on Form 10-K filed on
March 31, 2011 and incorporated herein by reference).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 and
MSSB (filed as Exhibit 10.1 to the Current Report on Form 8-K filed on August 3, 2010 and
incorporated herein by reference).10.4
    
    
    
    Form of Subscription Agreement (filed as Exhibit 10.4 to the Quarterly Report on Form 10-Q
filed on November 16, 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 on Form 10-Q filed on August 14, 2009
and incorporated herein by reference).31.1
    
    
    
    Rule 13a-14(a)/15d-14(a) Certification (Certification of President and Director).31.2
    
    
    
    Rule 13a-14(a)/15d-14(a) Certification (Certification of Chief Financial Officer and Director).32.1
    
    
    
    Section 1350 Certification (Certification of President and Director).32.2
    
    
    
    Section 1350 Certification (Certification of Chief Financial Officer and Director).
 28




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##### 



SIGNATURES
  BRISTOL ENERGY FUND L.P.By:
    Ceres Managed Futures LLC (General Partner)By:
    /s/  Walter DavisWalter DavisPresident and Director  By:
    /s/  Jennifer MagroJennifer MagroChief Financial Officer and Director
(Principal Accounting Officer)  29