10-K/A 1 form10ka.htm FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP 10KA 12-31-2007 form10ka.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


 
FORM 10-K/A
 
T
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2007

OR

£
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to _______

Commission file number:  000-50728

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)

 
Maryland
 
52-1627106
 
 
(State of Incorporation)
 
( IRS Employer Identification No.)
 

c/o Steben & Company, Inc.
2099 Gaither Road, Suite 200
Rockville, Maryland 20850
(Address of Principal Executive Office)(zip code)

(240) 631-9808
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.  T Yes £ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  £

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. £ Yes T No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. £ Yes T No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer £
Accelerated filer £
Non-accelerated filer T

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  £ Yes T No

Aggregate market value of the voting and non-voting common equity held by non-affiliates: the registrant is a limited partnership; as of December 31, 2007, 94,188.7078 Class A units and 36,968.6171 Class B units with an aggregate value of $364,289,314 and $180,817,671 respectively, were outstanding.

Securities to be registered pursuant to Section 12(b) of the Act: NONE
Securities to be registered pursuant to Section 12(g) of the Act:  Limited Partnership Interests

Documents Incorporated by Reference

Registrant's Financial Statements for the year ended December 31, 2007 with Report of Independent Registered Public Accounting Firm and the annual report to security holders for the fiscal year ended December 31, 2007, is incorporated by reference into Part II Item 8 and Part IV hereof and filed as an exhibit herewith.
 


 
 

 

Part I


EXPLANATORY NOTE

Futures Portfolio Fund, Limited Partnership has amended its Annual Report on Form 10-K. This annual report is for the year ended December 31, 2007, and was originally filed with the Commission on March 28, 2008. The purpose of this amendment is to revise the Principal Executive Officer and Principal Financial Officer certifications to include paragraph 4(b) of the certification required by Exchange Act Rule 13a-14(a) as outlined in Item 601(B)(31)(i) of Regulation S-K. The amended certifications do not include Item 3, which refers to financial information not included in this amendment. Please read all of our filings with the Commission in conjunction with this Form 10K/A.

 
 

 

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the General Partner of the Registrant in the capacities and on the date indicated.

Name
Title
Date
     
     
/s/ Kenneth E. Steben
Kenneth E. Steben
President, Chief Executive Officer and Director
January 6, 2009
/s/ Ahmed S. Hassanein
Ahmed S. Hassanein
Chief Operating Officer, Chief Financial Officer and Director
January 6, 2009
/s/ Michael D. Bulley
Michael D. Bulley
Senior Vice President, Research & Risk Management and Director
January 6, 2009



Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Dated January 6, 2009
FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP
     
 
By:
Steben & Company, Inc.
   
General Partner
     
     
     
 
By:
/s/ Kenneth E. Steben
 
Name: 
Kenneth E. Steben
 
Title:
President, Chief Executive Officer and Director of the General Partner