Ceres Tactical Commodity 10-Q 2009 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period endedMarch 31, 2009

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

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from          to          .

Commission File Number000-52602

SMITH BARNEY BRISTOL ENERGY FUND L.P.

(Exact name of registrant as specified in its charter)

New York	20-2718952
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.	)

c/o Citigroup Managed Futures LLC
55 East 59^th Street, 10^th Floor
New York, New York 10022

(Address of principal executive offices) (Zip Code)

(212) 559-2011

(Registrant’s telephone number, including area code)

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

Yes X  No   

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes     No   

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act. (Check one):

Large accelerated filer    Accelerated filer    Non Accelerated filer X   Smaller reporting company    

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

Yes     No X

As of April 30, 2009, 231,269.2958 Limited Partnership Redeemable Units were outstanding.

SMITH BARNEY BRISTOL ENERGY FUND L.P.

FORM 10-Q

INDEX

			Page
			Number
PART I - Financial Information:
	Item 1.	Financial Statements:
		Statements of Financial Condition at March 31, 2009 and December 31, 2008 (unaudited)	3
		Statements of Income and Expenses and Partners’ Capital for the three months ended March 31, 2009 and 2008 (unaudited)	4
		Notes to Financial Statements, including the Financial Statements of CMF SandRidge Master Fund L.P. (unaudited)	5 – 14
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15 – 18
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19
	Item 4T.	Controls and Procedures	20
PART II - Other Information			21 – 24

2

PART I

Item 1. Financial Statements

Smith Barney Bristol Energy Fund L.P.
Statements of Financial Condition
(Unaudited)

	March 31,		December 31,
	2009		2008
Assets:
Investment in Master, at fair value	$	368,543,365	$	338,731,012
Cash		228,901		226,979
Total assets	$	368,772,266	$	338,957,991
Liabilities and Partners’ Capital:
Liabilities:
Accrued expenses:
Brokerage commissions	$	1,152,413	$	1,059,244
Advisory fees		612,444		562,931
Administrative fees		153,111		140,733
Other		153,615		140,291
Redemptions payable		3,003,259		4,915,940
Total liabilities		5,074,842		6,819,139
Partners’ Capital:
General Partner, 1,885.0346 Unit equivalent outstanding at March 31, 2009 and December 31, 2008, respectively		2,964,047		2,764,893
Special Limited Partner, 8,230.0213 Redeemable Units outstanding at March 31, 2009 and December 31, 2008, respectively		12,940,968		12,071,466
Limited Partners, 221,183.9905 and 216,328.0911 Redeemable Units of Limited Partnership Interest outstanding at March 31, 2009 and December 31, 2008, respectively		347,792,409		317,302,493
Total partners’ capital		363,697,424		332,138,852
Total liabilities and partners’ capital	$	368,772,266	$	338,957,991

See accompanying notes to financial statements

3

Smith Barney Bristol Energy Fund L.P.
Statements of Income and Expenses and Partners’ Capital
(Unaudited)

	Three Months Ended
	March 31,
	2009			2008
Income:
Net realized gains (losses) on closed contracts allocated from Master	$	(83,054,138	)	$	(10,857,075	)
Change in net unrealized (losses) gains on open contracts allocated from Master		113,401,826			50,419,783
Interest income allocated from Master		77,243			892,866
Expenses allocated from Master		(182,207	)		(120,583	)
Total income (loss)		30,242,724			40,334,991
Expenses:
Brokerage commissions		3,366,451			2,160,523
Advisory fees		1,789,130			1,148,260
Administrative fees		447,283			287,064
Other		64,609			76,971
Total expenses		5,667,473			3,672,818
Net income (loss) before allocation to Special Limited Partner		24,575,251			36,662,173
Allocation to Special Limited Partners		—			(6,728,374	)
Net income (loss) after allocation to Special Limited Partner		24,575,251			29,933,799
Additions — Special Limited Partner		—			6,728,374
Additions — Limited Partners		18,594,000			12,842,000
Redemptions — Limited Partners		(11,610,679	)		(7,373,701	)
Net increase (decrease) in Partners’ Capital		31,558,572			42,130,472
Partners’ Capital, beginning of period		332,138,852			205,188,763
Partners’ Capital, end of period	$	363,697,424		$	247,319,235
Net Asset Value per Unit (231,299.0464 and 176,135.9544 Units outstanding at March 31, 2009 and 2008, respectively)	$	1,572.41		$	1,404.14
Net income per Redeemable Unit of Limited Partnership Interest and General Partner Unit equivalent	$	105.65		$	174.09

See accompanying notes to financial statements

4

Smith Barney Bristol Energy Fund L.P.
Notes to Financial Statements
March 31, 2009
(Unaudited)

1.   General:

Smith Barney Bristol Energy Fund L.P. (the “Partnership”) is a limited partnership organized on April 20, 2005 under the partnership laws of the State of New York to engage, directly or indirectly, in the speculative trading of a diversified portfolio of commodity options, commodity futures contracts and swaps contracts on United States exchanges and certain foreign exchanges. In addition, the Master may enter into swap and derivative contracts. The Partnership commenced trading on September 6, 2005. The commodity interests that are traded by the Master (as defined below) are volatile and involve a high degree of market risk. The Partnership privately and continuously offer up to 100,000 redeemable units of Limited Partnership Interest (“Redeemable Units”) in the Partnership to qualified investors.

Citigroup Managed Futures LLC, a Delaware Limited Liability Company, acts as the general partner (the “General Partner”) of the Partnership and commodity pool operator. The Partnership’s commodity broker is Citigroup Global Markets Inc. (“CGM”). CGM is an affiliate of the General Partner. The General Partner is wholly owned by Citigroup Global Markets Holdings Inc. (“CGMHI”), which is the sole owner of CGM. CGMHI is a wholly owned subsidiary of Citigroup Inc. (“Citigroup”).

On January 13, 2009, Citigroup and Morgan Stanley (“MS”) announced a joint venture (“JV”) that will combine the Global Wealth Management platform of MS with the Smith Barney, Quilter and Australia private client networks. Citigroup will sell 100% of these businesses to MS in exchange for a 49% stake in the JV and an estimated $2.7 billion of cash at closing. At the time of the announcement, the estimated pretax gain was $9.5 billion ($5.8 billion after-tax), based on valuations performed at that time. Since the actual gain that will be recorded is dependent upon the value of the JV on the date the transaction closes, it may differ from the estimated amount. The transaction is anticipated to close no later than third quarter of 2009. It is anticipated that Citigroup will continue to support the clearing and settling of the JV activities for a period of between two to three years.

On December 1, 2005, the Partnership allocated substantially all of its capital to CMF SandRidge Master Fund L.P. (the “Master”), a limited partnership organized under the partnership laws of the State of New York. The Partnership purchased 14,410.6191 Reedemable Units of the Master with cash of $14,477,858 and a contribution of open commodity futures and option contracts with a fair value of $(16,018). The Master was formed in order to permit commodity pools managed by SandRidge Capital, L.P. (“SandRidge” or the “Advisor”) using its Energy Program, to invest together in one trading vehicle. The General Partner of the Partnership is the general partner of the Master. In addition, the Advisor is a Special Limited Partner of the Partnership. Individual and pooled accounts currently managed by SandRidge, including the Partnership, are permitted to be limited partners of the Master. The Master’s commodity broker is CGM. The General Partner and SandRidge believe that trading through this master/feeder structure should promote efficiency and economy in the trading process. Expenses to investors as a result of the investment in the Master are approximately the same and redemption rights are not affected.

At March 31, 2009 and December 31, 2008, the Partnership owned approximately 72.5% and 75.3%, respectively, of the Master. It is the Partnership’s intention to continue to invest substantially all of its assets in the Master. The performance of the Partnership is directly affected by the performance of the Master. The Master’s Statements of Financial Condition, Schedules of Investments and Statements of Income and Expenses and Partners’ Capital are included herein.

The General Partner and each Limited Partner share in the profits and losses of the Partnership in proportion to the amount of Partnership interest owned by each except that no Limited Partner shall be liable for obligations of the Partnership in excess of their initial capital contribution and profits, if any, net of distributions.

The accompanying financial statements are unaudited but, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the Partnership’s financial condition at March 31, 2009 and December 31, 2008 and the results of its operations and changes in partners’ capital for the three months ended March 31, 2009 and 2008. These financial statements present the results of interim periods and do not include all disclosures normally provided in annual financial statements. You should read these financial statements together with the financial statements and notes included in the Partnership’s Annual Report onForm 10-K filed with the Securities and Exchange Commission (the “SEC”) for the year ended December 31, 2008.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“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. As a result, actual results could differ from these estimates.

The Partnership has elected not to provide a Statement of Cash Flows as permitted by Statement of Financial Accounting Standards No. 102 “Statement of Cash Flows-Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Acquired for Resale” (“FAS 102”).

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

5

Smith Barney Bristol Energy Fund L.P.
Notes to Financial Statements
March 31, 2009
(Unaudited)

Certain prior period amounts have been reclassified to conform to current period presentation.

The Master’s Statements of Financial Condition and Schedules of Investments as of March 31, 2009 and December 31, 2008 and Statements of Income and Expenses and Partners’ Capital for the three months ended March 31, 2009 and 2008 are presented below:

CMF SandRidge Master Fund L.P.
Statements of Financial Condition
(Unaudited)

	March 31,		December 31,
	2009		2008
Assets:
Equity in trading account:
Cash	$	444,188,326	$	530,398,527
Cash margin		22,616,834		29,705,022
Net unrealized appreciation on open futures and exchange cleared swap contracts		39,641,205		—
Options owned, at fair value (cost $3,485,050 and $3,510,375 at March 31, 2009 and December 31, 2008, respectively)		4,782,936		4,987,535
Total assets	$	511,229,301	$	565,091,084
Liabilities and Partners’ Capital:
Liabilities:
Net unrealized depreciation on open futures and exchange cleared swap contracts	$	—	$	110,973,333
Options written, at fair value (premium $3,251,390 and $3,103,510 at March 31, 2009 and December 31, 2008, respectively)		2,792,534		4,282,963
Accrued expenses:
Professional fees		145,802		116,342
Total liabilities		2,938,336		115,372,638
Partners’ Capital:
General Partner, 0.0000 Unit equivalents at March 31, 2009 and December 31, 2008		—		—
Limited Partners’ Capital, 257,254.5568 and 247,850.0335 Redeemable Units of Limited Partnership Interest outstanding at March 31, 2009 and December 31, 2008, respectively		508,290,965		449,718,446
Total liabilities and partners’ capital	$	511,229,301	$	565,091,084

6

Smith Barney Bristol Energy Fund L.P.
Notes to Financial Statements
March 31, 2009
(Unaudited)

CMF SandRidge Master Fund L.P.
Schedule of Investments
March 31, 2009
(Unaudited)

	Number of					% of Partners’
	Contracts		Fair Value			Capital
Futures and Exchange Cleared Swap Contracts Purchased
Energy
ICE Henry Hub Natural Gas Swap Oct. 09 - Dec. 14		24,156	$	(42,942,990	)		(8.45	)%
NYMEX Henry Hub Natural Gas Sept. 09 - Dec. 14		7,752		(30,987,970	)		(6.10	)
NYMEX Natural Gas Aug. 09 - Oct. 10		6,684		(46,660,073	)		(9.18	)
Total futures and exchange cleared swap contracts purchased				(120,591,033	)		(23.73	)
Futures and Exchange Cleared Swap Contracts Sold
Energy
ICE Henry Hub Natural Gas Swap May 09 - Oct. 10		20,916		50,572,292			9.95
NYMEX Henry Hub Natural Gas July 10 - Dec. 13		7,424		42,769,700			8.42
NYMEX Natural Gas May 09 - - Mar. 10		6,799		66,890,246			13.16
Total futures and exchange cleared swap contracts sold				160,232,238			31.53
Net unrealized appreciation on open futures and exchange cleared swap contracts				39,641,205	*		7.80
Options Owned
Energy				4,782,936			0.94
Total options owned				4,782,936			0.94
Options Written
Energy				(2,792,534	)		(0.55	)
Total options written				(2,792,534	)		(0.55	)
Total fair value			$	41,631,607			8.19	%

*  This amount is included in “Net unrealized appreciation on open futures and exchange cleared swap contracts” on the Statements of Financial Condition.

7

Smith Barney Bristol Energy Fund L.P.
Notes to Financial Statements
March 31, 2009
(Unaudited)

CMF SandRidge Master Fund L.P.
Schedule of Investments
December 31, 2008
(Unaudited)

	Number of					% of Partners’
	Contracts		Fair Value			Capital
Futures and Exchange Cleared Swap Contracts Purchased
Energy
ICE 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 Sold
Energy
ICE Henry Hub Natural Gas Swap Feb. 09 — Oct. 10		25,108		34,592,590			7.69
NYMEX Henry Hub Natural Gas Feb. 09 — Dec. 12		10,624		42,565,560			9.46
NYMEX Natural Gas Feb. 09 — Sep. 09		6,572		40,779,529			9.07
Total futures and exchange cleared swap contracts sold				117,937,679			26.22
Net unrealized depreciation on open futures and exchange cleared swap contracts				(110,973,333	)*		(24.68	)
Options Owned
Energy				4,987,535			1.11
Total options owned				4,987,535			1.11
Options Written
Energy				(4,282,963	)		(0.95	)
Total options written				(4,282,963	)		(0.95	)
Total fair value			$	(110,268,761	)		(24.52	)%

*  This amount is included in “Net unrealized depreciation on open futures and exchange cleared swap contracts” on the Statements of Financial Condition.

8

Smith Barney Bristol Energy Fund L.P.
Notes to Financial Statements
March 31, 2009
(Unaudited)

CMF SandRidge Master Fund L.P.
Statements of Income and Expenses and Partners’ Capital
(Unaudited)

	Three Months Ended
	March 31,
	2009			2008
Income:
Net gains (losses) on trading of commodity interests:
Net realized gains (losses) on closed contracts	$	(111,165,055	)	$	(15,693,313	)
Change in net unrealized gains (losses) on open contracts		152,073,573			72,050,797
Gain (loss) from trading, net		40,908,518			56,357,484
Interest income		106,331			1,368,686
Total income (loss)		41,014,849			57,726,170
Expenses:
Clearing fees		175,162			102,957
Professional fees		67,510			71,882
Total expenses		242,672			174,839
Net income (loss)		40,772,177			57,551,331
Additions — Limited Partners		50,594,000			12,842,000
Redemptions — Limited Partners		(32,687,327	)		(20,198,582	)
Distribution of interest income to feeder funds		(106,331	)		(1,368,686	)
Net increase (decrease) in Partners’ Capital		58,572,519			48,826,063
Partners’ Capital, beginning of period		449,718,446			312,531,725
Partners’ Capital, end of period	$	508,290,965		$	361,357,788
Net Asset Value per Redeemable Unit (257,254.5568 and 223,107.5054 Redeemable Units outstanding at March 31, 2009 and 2008, respectively)	$	1,975.83		$	1,619.66
Net income (loss) per Redeemable Unit of Limited Partnership Interest	$	161.79		$	262.00

9

Smith Barney Bristol Energy Fund L.P.
Notes to Financial Statements
March 31, 2009
(Unaudited)

2.   Financial Highlights:

Changes in the Net Asset Value per Redeemable Unit of Limited Partnership Interest for the three months ended March 31, 2009 and 2008 were as follows:

	Three Months Ended
	March 31,
	2009			2008
Net realized and unrealized gains (losses)*	$	115.43		$	217.12
Interest income allocated from Master		0.34			5.22
Expenses and allocation to Special Limited Partner**		(10.12	)		(48.25	)
Increase (decrease) for the period		105.65			174.09
Net Asset Value per Redeemable Unit, beginning of period		1,466.76			1,230.05
Net Asset Value per Redeemable Unit, end of period	$	1,572.41		$	1,404.14

*	Includes Partnership commissions and expenses allocated from Master.
**	Excludes Partnership commissions and expenses allocated from Master and includes allocation to Special Limited Partner.

	Three Months Ended
	March 31,
	2009			2008
Ratio to average net assets:***
Net investment income (loss) before allocation to Special Limited Partner****		(6.7	)%		(5.3	)%
Operating expenses		6.8	%		6.9	%
Allocation to Special Limited Partner		—	%		3.1	%
Total expenses and allocation to Special Limited Partner		6.8	%		10.0	%
Total return:
Total return before allocation to Special Limited Partner		7.2	%		17.3	%
Allocation to Special Limited Partner		—	%		(3.1	)%
Total return after allocation to Special Limited Partner		7.2	%		14.2	%

***	Annualized (except for allocation to Special Limited Partner, if applicable).
****	Interest income allocated from Master less total expenses.

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

10

Smith Barney Bristol Energy Fund L.P.
Notes to Financial Statements
March 31, 2009
(Unaudited)

Financial Highlights of the Master:

	Three Months Ended
	March 31,
	2009			2008
Net realized and unrealized gains (losses)*	$	161.62		$	256.23
Interest income		0.44			6.09
Expenses **		(0.27	)		(0.32	)
Increase (decrease) for the period		161.79			262.00
Distribution of interest income to feeder funds		(0.44	)		(6.09	)
Net Asset Value per Redeemable Unit, beginning of period		1,814.48			1,363.75
Net Asset Value per Redeemable Unit, end of period	$	1,975.83		$	1,619.66

*	Includes clearing fees.
**	Excludes clearing fees.

	Three Months Ended
	March 31,
	2009			2008
Ratios to average net assets:***
Net investment income (loss) ****		(0.1	)%		1.5	%
Operating expense		0.2	%		0.2	%
Total return		8.9	%		19.2	%

***	Annualized.
****	Interest income less total expenses.

The above ratios may vary for individual investors based on the timing of capital transactions during the period.

3.   Trading Activities:

The Partnership was formed for the purpose of trading commodity interests, including derivative financial instruments and derivative commodity instruments. The Partnership invests substantially all of its assets through a “master feeder” structure. The results of the Partnership’s investment in the Master are shown in the Statements of Income and Expenses and Partners’ Capital.

The customer agreements between the Partnership and CGM and the Master and CGM gives the Partnership and the Master, respectively, the legal right to net unrealized gains and losses on open futures contracts. The Master nets, for financial reporting purposes, the unrealized gains and losses on open futures contracts on the Statements of Financial Condition as the criteria under FASB Interpretation No. 39, “Offsetting of Amounts Related to Certain Contracts” (“FIN No. 39”) have been met.

All of the commodity interests owned by the Master are held for trading purposes. The average fair values of these interests during the three months ended March 31, 2009 and the year ended December 31, 2008, based on a monthly calculation, were $(12,951,296) and $24,035,939, respectively. The fair values of these commodity interests, including options and swaps thereon, if applicable, at March 31, 2009 and December 31, 2008, were $41,631,607 and $(110,268,761), respectively. Fair values for exchange traded commodity futures and options are based on quoted market prices for those futures and options. Fair values for all other financial instruments for which market quotations are not readily available are based on other measures of fair value deemed appropriate by the General Partner.

11

Smith Barney Bristol Energy Fund L.P.
Notes to Financial Statements
March 31, 2009
(Unaudited)

Brokerage commissions are calculated as a percentage of the Partnership’s net asset value as of the end of each month and are affected by trading performance, additions and redemptions.

The Master adopted Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“FAS 161”) as of January 1, 2009 which requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. FAS 161 only expands the disclosure requirements for derivative instruments and related hedging activities and has no impact on the Statements of Financial Condition or Statements of Income and Expenses and Partners’ Capital. The following table indicates the trading gains and losses, by market sector, on derivative instruments for the three months ended March 31, 2009.

	March 31, 2009
Sector	Gain (loss) from trading
Energy	$	40,908,518
Total	$	40,908,518

4.   Fair Value Measurements:

Investments.  The Partnership values its investment in the Master at its 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, 2008.

Fair Value Measurements.  The Partnership adopted Statement of Financial Accounting Standards No. 157,Fair Value Measurements(“SFAS 157”) as of January 1, 2008 which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS 157 establishes a framework for measuring fair value and expands disclosures regarding fair value measurements in accordance with GAAP. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Partnership did not apply the deferral allowed by FASB Staff PositionsNo. FAS 157-2,Effective Date of FASB Statement No. 157, for nonfinancial assets and nonfinancial liabilities measured at fair value on a nonrecurring basis.

The Partnership values investment in the Master where there are no other rights or obligations inherent within the ownership interest held by the Partnership based on the end of the day net asset value of the Master (Level 2). The value of the Partnership’s investments in the Master reflects its proportional interest in the Master. As of March 31, 2009, the Partnership did not hold any derivative instruments that are based on quoted prices in active markets for identical assets (Level 1) or priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).

			Quoted Prices in				Significant
			Active Markets for		Significant Other		Unobservable
			Identical Assets		Observable Inputs		Inputs
	3/31/2009		(Level 1)		(Level 2)		(Level 3)
Assets
Investment in Master	$	368,543,365	$	—	$	368,543,365	$	—
Total fair value	$	368,543,365	$	—	$	368,543,365	$	—

12

Smith Barney Bristol Energy Fund L.P.
Notes to Financial Statements
March 31, 2009
(Unaudited)

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 in equity in commodity futures 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.

Fair Value Measurements.  The Master adopted Statement of Financial Accounting Standards No. 157,Fair Value Measurements(“SFAS 157”) as of January 1, 2008 which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS 157 establishes a framework for measuring fair value and expands disclosures regarding fair value measurements in accordance with GAAP. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to fair values derived from unobservable inputs (Level 3). The level in the fair value hierarchy within which the fair value measurement in its entirety falls shall be determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Master did not apply the deferral allowed by FASB Staff PositionsNo. FAS 157-2,Effective Date of FASB Statement No. 157, for nonfinancial assets and nonfinancial liabilities measured at fair value on a nonrecurring basis.

The Master considers prices for exchange traded commodity futures, forwards and options contracts to be based on quoted prices in active markets for identical assets (Level 1). The values of non exchange traded forwards, swaps and certain options contracts for which market quotations are not readily available are priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2). As of March 31, 2009, the Master did not hold any derivative instruments for which market quotations are not readily available and are priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2) or that are priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).

			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	3/31/2009		(Level 1)		(Level 2)		(Level 3)
Assets
Futures	$	39,641,205	$	39,641,205	$	—
Options owned		4,782,936		4,782,936		—		—
Total assets	$	44,424,141	$	44,424,141	$	—		—
Liabilities
Options written	$	2,792,534	$	2,792,534	$	—		—
Total liabilities		2,792,534		2,792,534		—		—
Total fair value	$	41,631,607	$	41,631,607	$	—	$	—

5.   Financial Instrument Risks:

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

13

Smith Barney Bristol Energy Fund L.P.
Notes to Financial Statements
March 31, 2009
(Unaudited)

Market risk is the potential for changes in the value of the financial instruments traded by the Partnership/Master due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. Market risk is directly impacted by the volatility and liquidity in the markets in which the related underlying assets are traded. The Partnership/Master are exposed to a market risk equal to the value of futures and forward contracts purchased and unlimited liability on such contracts sold short.

Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. The Partnership’s/Funds’ risk of loss in the event of a counterparty default is typically limited to the amounts recognized in the Statements of Financial Condition and not represented by the contract or notional amounts of the instruments. The Partnership’s/Funds’ risk of loss is reduced through the use of legally enforceable master netting agreements with counterparties that permit the Partnership/Funds to offset unrealized gains and losses and other assets and liabilities with such counterparties upon the occurrence of certain events. The Partnership/Funds have credit risk and concentration risk as the sole counterparty or broker with respect to the Partnership’s/Funds’ assets is CGM or a CGM affiliate. Credit risk with respect to exchange-traded instruments is reduced to the extent that through CGM, the Partnership’s/Funds’ counterparty is an exchange or clearing organization.

As both a buyer and seller of options, the Partnership/Master pays or receives a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Partnership/Master to potentially unlimited liability; for purchased options the risk of loss is limited to the premiums paid. Certain written put options permit cash settlement and do not require the option holder to own the reference asset. The Partnership/Master does not consider these contracts to be guarantees as described in FASB Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees” (“FIN 45”).

The General Partner monitors and controls the Partnership’s/Master’s risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Partnership/Master are subject. These monitoring systems allow the General Partner to statistically analyze actual trading results with risk adjusted performance indicators and correlation statistics. In addition, on-line monitoring systems provide account analysis of futures, forwards and options contracts by sector, margin requirements, gain and loss transactions and collateral positions.

The majority of these instruments mature within one year of the inception date. However, due to the nature of the Partnership’s/Master’s business, these instruments may not be held to maturity.

14

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

Liquidity and Capital Resources

The Partnership does not engage in sales of goods or services. Its only assets are its investment in the Master and cash. The Master does not engage in sales of goods or services. Because of the low margin deposits normally required in futures trading, relatively small price movements may result in substantial losses to the Partnership, through its investment in Master. While substantial losses could lead to a material decrease in liquidity, no such losses occurred in the first quarter of 2009.

The Partnership’s capital consists of capital contributions, as increased or decreased by its investment in the Master, expenses, interest income, additions, redemptions of Redeemable Units and distributions of profits, if any.

For the three months ended March 31, 2009, the Partnership’s capital increased 9.5% from $332,138,852 to $363,697,424. This increase was attributable to a net income from operations of $24,575,251 coupled with additional sales of 12,455.3572 Redeemable Units of Limited Partnership Interest totaling $18,594,000, which was partially offset by the redemption of 7,599.4578 Redeemable Units of Limited Partnership Interest totaling $11,610,679. Future redemptions can impact the amount of funds available for investment in the Master in subsequent periods.

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

For the three months ended March 31, 2009, the Master’s capital increased 13.0% from $449,718,446 to $508,290,965. This increase was attributable to a net income from operations of $40,772,177 coupled with additional sales of 27,065.4715 Redeemable Units of Limited Partnership Interest totaling $50,594,000 which was partially offset by the redemption of 17,660.9482 Redeemable Units of Limited Partnership Interest totaling $32,687,327 and distribution of interest income to feeder funds totaling $106,331 to the limited partners of the Master. Future redemptions can impact the amount of funds available for investments in commodity positions in subsequent periods.

Critical Accounting Policies

     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. As a result, actual results could differ from these estimates.

     Statement of Cash Flows.The Partnership has elected not to provide a Statement of Cash Flows as permitted by Statement of Financial Accounting Standards No. 102 “Statement of Cash Flows-Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Acquired for Resale” (“FAS 102”).

     Investments.The Partnership values its investment in the Master at its 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 March 31, 2009.

     Fair Value Measurements.The Partnership adopted Statement of Financial Accounting Standards No. 157,Fair Value Measurements(“SFAS 157”) as of January 1, 2008, which defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Partnership did not apply the deferral allowed by FASB Staff PositionNo. FAS 157-2,Effective Date of FASB Statement No. 157, for nonfinancial assets and nonfinancial liabilities measured at fair value on a nonrecurring basis.

     The Partnership values investments in the Master where there are no other rights or obligations inherent within the ownership interest held by the Partnership based on the end of the day net asset value of the Master (Level 2). The value of the Partnership’s investments in the Master reflects its proportional interest in the Master. As of March 31, 2009, the Partnership did not hold any derivative instruments that are based on quoted prices in active markets for identical assets (Level 1) or priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).

15

      The Master considers prices for exchange traded commodity futures, forwards and options contracts to be based on quoted prices in active markets for identical assets (Level 1). The values of non exchange traded forwards, swaps and certain options contracts for which market quotations are not readily available are priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2). As of March 31, 2009, the Master did not hold any derivative instruments for which market quotations are not readily available are priced by broker-dealers who derive fair values for those assets from observable inputs (Level 2) or that are priced at fair value using unobservable inputs through the application of management’s assumptions and internal valuation pricing models (Level 3).

     Futures Contracts.The Master trades futures contracts. 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 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 and Partners’ Capital.

     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 and Partners’ Capital.

     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.

     In 2007, the Partnership adopted FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”). FIN 48 provides guidance for how uncertain tax positions should be recognized, measured, presented and disclosed in the financial statements. FIN 48 requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions with respect to tax at the partnership level not deemed to meet the “more-likely-than-not” threshold would be recorded as a tax benefit or expense in the current year. The General Partner has concluded that the adoption of FIN 48 had no impact on the operations of the Partnership for the three months ended March 31, 2009 and that no provision for income tax is required in the Partnership’s financial statements.

     The following is the major tax jurisdiction for the Partnership and the earliest tax year subject to examination: United States — 2005.

     Recent Accounting Pronouncements. In April 2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly.” The FSP reaffirms that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The FSP also reaffirms the need to use judgment in determining if a formerly active market has become inactive and in determining fair values when the market has become inactive. Management believes that the adoption of the FSP will have no effect on the Partnership Financial Statements.

16

Results of Operations

During the Partnership’s first quarter of 2009, the Net Asset Value per Redeemable Unit increased 7.2% from $1,466.76 to $1,572.41 as compared to an increase of 14.2% in the first quarter of 2008. The Partnership experienced a net trading gain (comprised of net realized losses on closed positions allocated from the Master and change in net unrealized gains on open positions allocated from the Master) before brokerage commissions and related fees in the first quarter of 2009 of $30,347,688. Gains were primarily attributable to the Master’s trading of commodity futures in NYMEX Gasoline and NYMEX Natural Gas and were partially offset by losses in ICE Natural Gas. The Partnership experienced a net trading gain before brokerage commissions and related fees in the first quarter of 2008 of $39,562,708. Gains were primarily attributable to the Master’s trading of commodity futures in NYMEX Heating Oil and NYMEX Natural Gas and were partially offset by losses in NYMEX Crude Oil and NYMEX Unleaded Gas.

The first quarter of 2009 was a continuation of the trends of late 2008, with the financial economy interacting with the real economy to cause massive declines in activity. Weekly initial jobless claims doubled from 300,000 a year ago to 600,000 in the first quarter of 2009. German and Japanese exports are down year over year by approximately 25% and 50% respectively. Automotive sales in the U.S. are down roughly 40% from a year ago. These economic declines are reinforcing financial asset price declines, as earnings begin to disappoint and leveraged investors are liquidated. Later in the quarter, the Treasury unveiled details of its financial stability plan, which includes public-private investment partnerships to remove legacy assets from bank balance sheets, additional public capital for weak banks and affordable housing initiatives to prevent foreclosures. While interventions by the Treasury generated much needed support for market indexes, the economic and market conditions remain relatively unchanged and the long term outlook is still unclear.

The Partnership recorded gains in natural gas as prices tumbled. In January, natural gas prices dropped more than 25% on reduced economic activity on natural gas, benefiting a bearish spread portfolio. Lessening of demand in electric and industrial sectors, conservation in the residential and commercial sectors, and stronger year-over-year supply continue to weaken the supply and demand balance. However, that downward price trend reversed in February on early cold weather and a false belief that the supply and demand balance was tightening with lower prices and a general economic recovery. The bear market rally slowed in March and was eventually was defeated by the overall downward trend, resulting in profits for the portfolio.

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

Interest income on 80% of the Partnership’s daily average equity allocated to it by the Master was earned at a30-day U.S. Treasury bill rate determined weekly by CGM based on the average non-competitive yield on3-month U.S. Treasury bills maturing in 30 days. CGM may continue to maintain the Master’s assets in cashand/or place all of the Master’s assets in90-day Treasury bills and pay the Partnership 80% of the interest earned on the Treasury bills purchased. CGM will retain 20% of any interest earned on Treasury bills. Interest income allocated from the Master for the three months ended March 31, 2009 decreased by $815,623, as compared to the corresponding period in 2008. The decrease in interest income is primarily due to lower U.S. Treasury bill rates during the three months ended March 31, 2009 as compared to the corresponding period in 2008.

Brokerage commissions are calculated as a percentage of the Partnership’s adjusted net asset value on the last day of each month and are affected by trading performance, additions and redemptions. Accordingly, they must be analyzed in relation to the fluctuations in the monthly net asset values. Brokerage commissions for the three months ended March 31, 2009 increased by $1,205,928, as compared to the corresponding period in 2008. The increase in brokerage commissions is due to higher average net assets during the three months ended March 31, 2009 as compared to the corresponding period in 2008.

17

Advisory fees are calculated as a percentage of the Partnership’s net asset value as of the end of each month and are affected by trading performance, additions and redemptions. Advisory fees for the three months ended March 31, 2009 increased by $640,870, as compared to the corresponding period in 2008. The increase in advisory fees is due to higher average net assets during the three months ended March 31, 2009 as compared to the corresponding period in 2008.

Administrative fees are paid to the General Partner for administering the business and affairs of the Partnership. These fees are calculated as a percentage of the Partnership’s net asset value as of the end of each month and are affected by trading performance, additions and redemptions. Administrative fees for the three months ended March 31, 2009 increased by $160,219, as compared to the corresponding period in 2008. The increase in administrative fees is due to higher average net assets during the three months ended March 31, 2009 as compared to the corresponding period in 2008.

Special Limited Partner profit share allocations (incentive fees) are based on the new trading profits generated by the Advisor at the end of the quarter, as defined in the advisory agreement between the Partnership, the General Partner and the Advisor. There were no profit share allocations earned for the three months ended March 31, 2009 and 2008. The Advisor will not be paid incentive fees until the Advisor recovers the net loss and earns additional new trading profits for the Partnership.

18

Item 3.   Quantitative and Qualitative Disclosures about Market Risk

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

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

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

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

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

The following table indicates the trading Value at Risk associated with the Master’s open positions by market category as of March 31, 2009, and the highest, lowest and average values during the three months ended March 31, 2009. All open position trading risk exposures of the Master have been included in calculating the figures set forth below. There has been no material change in the trading Value at Risk information previously disclosed in the Partnership’s Annual Report onForm 10-K for the year ended December 31, 2008. As of March 31, 2009, the Master’s total capitalization was $508,290,965.

March 31, 2009
(Unaudited)

						Three Months Ended March 31, 2009
			% of Total			High		Low		Average
Market Sector	Value at Risk		Capitalization			Value at Risk		Value at Risk		Value at Risk*
Energy	$	22,039,410		4.34	%	$	40,574,022	$	22,039,410	$	26,909,807
Total	$	22,039,410		4.34	%

* Average of month-end Values at Risk.

19

Item 4T.   Controls and Procedures

The Partnership’s disclosure controls and procedures are designed to ensure that information required to be disclosed under the Securities Exchange Act of 1934 (the “Exchange Act”) is accumulated and communicated to management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the General Partner, to allow for timely decisions regarding required disclosure and appropriate SEC filings.

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

The General Partner’s CEO and CFO have evaluated the effectiveness of the Partnership’s disclosure controls and procedures (as defined inRules 13a-15(e) and15d-15(e) under the Exchange Act) as of March 31, 2009 and, based on that evaluation, the CEO and CFO have concluded that at that date the Partnership’s disclosure controls and procedures were effective.

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

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

•   provide reasonable assurance that (i) transactions are recorded as necessary to permit preparation of financial statements in accordance with 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.

There were no changes in the Partnership’s internal control over financial reporting during the fiscal quarter ended March 31, 2009 that materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

20

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     The following information supplements and amends our discussion set forth under Part I, Item 3 “Legal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008. There are no material legal proceedings pending against the Partnership or the General Partner.

Enron-Related Civil Actions

     In April 2009, the parties inDK Acquisition Partners, L.P., et al. v. J.P. Morgan Chase & Co., et al.,andAvenue Capital Management II, L.P., et al. v. J.P. Morgan Chase & Co., et al., reached agreements in principle to settle these actions. The actions, which were commenced separately but were consolidated and pending trial, were brought against Citigroup and its affiliates, and J.P. Morgan Chase and its affiliates, in their capacity as co-agents on certain Enron revolving credit facilities.

Research Analyst Litigation

     On February 27, 2009, the United States District Court for the Southern District of New York approved the class action settlement in the matterIn Re Salomon Analyst Metromedia Litigation, and entered a final judgment dismissing the action with prejudice.

Subprime-Mortgage-Related Litigation and Other Matters

     On March 13, 2009, defendants filed motions to dismiss the complaints inIn Re Citigroup Inc. Bond Litigation.

     On March 13 and 16, 2009, two cases were filed in the United States District Court for the Southern District of New York alleging violations of the Securities Act of 1933—Buckingham v. Citigroup Inc., et al.andChen v. Citigroup Inc.,et al.and were later designated as related toIn Re Citigroup Inc.Bond Litigation. On April 9, 2009, another case asserting violations of the Securities Act of 1933—Pellegrini v. Citigroup Inc.,et al.—was filed in the United Stated District Court for the Southern District of New York and the parties have jointly requested that thePellegriniaction be designated as related toIn Re Citigroup Inc.Bond Litigation.

     On March 23, 2009, a case was filed in the United States District Court for the Southern District of California alleging violations of both the Securities Act of 1933 and the Securities Exchange Act of 1934—Brecher v. Citigroup Inc.,et al.On April 16, 2009, Citigroup filed a motion before the Judicial Panel on Multidistrict Litigation for transfer of theBrecher action to the Southern District of New York for coordinated pre-trial proceedings withIn Re Citigroup Inc. Bond Litigation.

     Citigroup and certain of its affiliates are subject to formal and informal investigations, as well as subpoenas and/or requests for information, from various governmental and self-regulatory agencies relating to subprime mortgage—related activities. Citigroup and its affiliates are cooperating fully and are engaged in discussions on these matters.

Auction Rate Securities

Beginning in March 2008, Citigroup, its affiliates and certain current and former officers, directors, and employees, have been named as defendants in several individual and putative class action lawsuits related to Auction Rate Securities (“ARS”). The putative securities class actions have been consolidated in the United States District Court for the Southern District of New York asIn Re Citigroup Inc.Auction Rate Securities Litigation. Several individual ARS actions also have been filed in state and federal courts, asserting, among other things, violations of federal and state securities laws. Citigroup has moved the Judicial Panel on Multidistrict Litigation to transfer all of the individual ARS actions pending in federal court to the Southern District of New York for consolidation or coordination withIn Re Citigroup Inc. Auction Rate Securities Litigation.

On January 15, 2009, defendants filed motions to dismiss the complaints inMayor & City Council Of Baltimore, Maryland v. Citigroup Inc.,et al.andMayfield v. Citigroup Inc.,et al.

21

Other Matters

     On December 4, 2008, defendants filed a motion in the United States District Court for the Southern District of New York to dismiss the complaint inIn re MAT Five Securities Litigation, which was brought by investors in MAT Five LLC. On February 2, 2009, lead plaintiffs informed the court they intended to dismiss voluntarily this action in light of the settlement inMarie Raymond RevocableTrust,et al. v. MAT Five LLC, et al.in the Delaware Chancery Court, which is currently being appealed. On April 16, 2009, lead plaintiffs requested that the action be stayed pending the outcome of the appeal in the Delaware case.

     On January 9, 2009, plaintiff filed a motion to remandPuglisi v. Citigroup Alternative Investments LLC, et al., which was previously consolidated withIn Re MAT Five Securities Litigation, to New York Supreme Court, after defendants had removed it to the United States District Court for the Southern District of New York. A settlement ofGoodwill v. MAT Five LLC, et al.was approved by the United States District Court for the Southern District of New York, and this action was dismissed on March 12, 2009. An appeal from the Delaware Chancery Court’s judgment approving the settlement inMarie Raymond Revocable Trust, et al. v. MAT Five LLC, et alwas filed by objectors on January 14, 2009. Defendants removed the putative class action,ECA Acquisitions, Inc. et al. v. MAT Three LLC, et al.,filed by investors in MAT One LLC, MAT Two LLC, and MAT Three LLC, to the United States District Court for the Southern District of New York on January 21, 2009. Plaintiffs’ motion for remand, filed on February 27, 2009, is currently pending. On February 3, 2009, investors in MAT Five LLC filed the actionHahn, et al. v. Citigroup Inc., et al,against Citigroup and related entities in New York Supreme Court. On April 9, 2009, defendants moved in the Delaware Chancery Court for an order enforcing theMarie Raymond Revocable Trust settlement and enjoining plaintiffs from pursuing this action in New York Supreme Court. On April 15, 2009, defendants filed a motion in New York Supreme Court to dismiss this action. Citigroup and certain of its affiliates are also subject to investigations, subpoenas and/or requests for information from various governmental and self-regulatory agencies relating to the marketing and management of the Falcon and ASTA/MAT funds. Citigroup and its affiliates are cooperating fully on these matters.

     Certain Citigroup subsidiaries served as a distributor of notes issued and guaranteed by Lehman Brothers to retail customers outside the United States. Following the bankruptcy of Lehman Brothers, numerous retail customers have filed, and threatened to file, claims for the loss in value of those investments. In addition, a Public Prosecutor in Belgium has begun a criminal investigation. Citigroup is cooperating fully with the Belgian Public Prosecutor as well as with various other regulatory authorities outside the United States who continue to show an interest in Citigroup’s role in the distribution of Lehman notes. In March 2009, the Ministry of Development in Greece imposed a $1.3 million fine for alleged violations of the Greek Consumer Protection Act, which Citigroup intends to appeal.

22

Item 1A.   Risk Factors

There are no material changes from the risk factors set forth under Part I, Item 1A. “Risk Factors” in our Annual Report onForm 10-K for the fiscal year ended December 31, 2008.

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

For the three months ended March 31, 2009, there were additional sales of 12,455.3572 Redeemable Units of Limited Partnership Interest totaling $18,594,000. The Redeemable Units were issued in reliance upon applicable exemptions from registration under Section 4(2) of the Securities Act of 1933, as amended, and Section 506 of Regulation D promulgated thereunder. These Redeemable units were purchased by accredited investors as defined in Regulation D, as well as to a smaller number of persons who are non-accredited investors.

Proceeds from the sale of additional Redeemable Units are used in the trading of commodity interests, including futures contracts, options and forwards contracts.

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

							(d) Maximum Number
					(c) Total Number		(or Approximate
					of Redeemable Units		Dollar Value) of
	(a) Total				Purchased as Part		Redeemable Units that
	Number of		(b) Average		of Publicly		May Yet Be
	Redeemable		Price Paid per		Announced		Purchased Under the
Period	Units Purchased*		Redeemable Unit**		Plans or Programs		Plans or Programs
January 1, 2009 - January 31, 2009		2,088.2162	$	1,536.55		N/A		N/A
February 1, 2009 - February 28, 2009		3,601.2695	$	1,499.13		N/A		N/A
March 1, 2009 - March 31, 2009		1,909.9721	$	1,572.41		N/A		N/A
		7,599.4578	$	1,527.83

* 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.

Item 3.   Defaults Upon Senior Securities – None

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

Item 5.   Other Information – None

23

Item 6. Exhibits

The exhibits required to be filed by Item 601 ofRegulation S-K are incorporated herein by reference to the exhibit index of the Annual Report on Form 10-K for the period ended December 31, 2008.

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

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

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

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

24

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SMITH BARNEY BRISTOL ENERGY FUND L.P.

By:   Citigroup Managed Futures LLC

(General Partner)

By:   /s/  Jerry Pascucci

Jerry Pascucci

President and Director

Date: May 15, 2009

By:   /s/  Jennifer Magro

Jennifer Magro

Chief Financial Officer and Director

Date: May 15, 2009

25