form10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2009
	OR
o	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. Yes S 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 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 small reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

	£ Large accelerated filer	£ Accelerated filer

	S Non-accelerated filer	£ Smaller Reporting Company

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: N/A

Table of Contents

Part I:	Financial Information	1

Item 1.	Financial Statements	1

	Statements of Financial Condition June 30, 2009 (Unaudited) and December 31, 2008 (Audited)	1

	Condensed Schedule of Investments June 30, 2009 (Unaudited)	2

	Condensed Schedule of Investments December 31, 2008 (Audited)	5

	Statements of Operations For the Three and Six Months Ended June 30, 2009 and 2008 (Unaudited)	8

	Statements of Cash Flows For the Six Months Ended June 30, 2009 and 2008 (Unaudited)	9

	Statements of Changes in Partners' Capital (Net Asset Value) For the Six Months Ended June 30, 2009 and 2008 (Unaudited)	10

	Notes to Financial Statements (Unaudited)	11

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	29

Item 4.	Controls and Procedures	32

Part II:	Other Information	33

Item 1.	Legal Proceedings	33

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 3.	Defaults upon Senior Securities	33

Item 4.	Submission of Matters to a Vote of Security Holders	33

Item 5.	Other Information	33

Item 6.	Exhibits	34

Table of Contents

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

STATEMENTS OF FINANCIAL CONDITION

June 30, 2009 (Unaudited) and December 31, 2008 (Audited)

	June 30,		December 31,
	2009		2008
ASSETS
Equity in broker trading accounts
Cash	$	204,556,444	$	218,445,964
U.S. Government securities, at fair value (cost - $69,873,300 and $66,403,849)		69,944,700		66,972,902
Interest receivable		29,838		28,073
Net unrealized gain on open futures contracts		11,690,086		34,492,682
Net unrealized gain (loss) on open forward currency contracts		457,926		(1,202,959	)
Deposits with brokers		286,678,994		318,736,662
Cash and cash equivalents		514,177,442		286,560,159
Commercial paper, at fair value (cost - $49,872,500 and $139,797,933)		49,983,333		140,590,377
Government-sponsored enterprises, at fair value (cost - $107,246,696 and $74,304,142)		107,392,579		75,198,945
Corporate notes, at fair value (cost - $27,422,450 and $77,628,692)		27,520,528		78,147,406
General Partner 1 percent allocation		556,784		-
Total assets	$	986,309,660	$	899,233,549

LIABILITIES
Accounts payable - General Partner	$	1,515,964	$	1,313,479
Commissions and other trading fees on open contracts		99,188		60,314
General Partner management fee		1,544,253		1,374,743
General Partner 1 percent allocation		-		1,879,337
Advisor management fees		1,612,270		1,492,038
Advisor incentive fees		5,015,194		18,771,604
Selling agents' fee		1,082,942		971,084
Redemptions payable		8,077,083		10,448,411
Subscriptions received in advance		27,465,012		29,937,275
Total liabilities		46,411,906		66,248,285

PARTNERS' CAPITAL (Net Asset Value)
Class A Interests - 129,161.2664 units and 108,989.0639 units outstanding at June 30, 2009 and December 31, 2008	$	608,950,555	$	547,011,351
Class B Interests - 54,054.8035 units and 44,268.0740 units outstanding at June 30, 2009 and December 31, 2008		330,947,199		285,973,913
Total partners' capital (net asset value)		939,897,754		832,985,264
Total liabilities and partners' capital (net asset value)	$	986,309,660	$	899,233,549

The accompanying notes are an integral part of these financial statements.

Table of Contents

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

CONDENSED SCHEDULE OF INVESTMENTS

June 30, 2009

(Unaudited)

U.S. GOVERNMENT SECURITIES*
		Maturity					% of Net
Face Value		Date	Description	Fair Value			Asset Value
$	70,000,000	09/17/09	U.S. Treasury Bill, 0.36%	$	69,944,700			7.44	%
			Total U.S. Government securities
			(cost - $69,873,300)	$	69,944,700			7.44	%

GOVERNMENT-SPONSORED ENTERPRISES
		Maturity					% of Net
Face Value		Date	Description	Fair Value			Asset Value
$	46,750,000	01/28/10	Fed Home Ln Bank Bond not callable, 0.960%	$	47,020,535			5.00	%
	60,000,000	03/30/10	Fed Home Ln Bank Bond not callable, 1.100%		60,372,044			6.42	%
			Total Government-sponsored enterprises (cost - $107,246,696)	$	107,392,579			11.42	%

COMMERCIAL PAPER
		Maturity					% of Net
Face Value		Date	Description	Fair Value			Asset Value
$	50,000,000	07/21/09	Ge Capital Tlgp FDIC Guaranteed, 0.600%	$	49,983,333			5.32	%
			Total commercial paper securities (cost - $49,872,500)	$	49,983,333			5.32	%

CORPORATE NOTES
		Maturity					% of Net
Face Value		Date	Description	Fair Value			Asset Value
$	27,500,000	08/19/09	Procter & Gamble International Finance Float
			Rate Note, 1.046%	$	27,520,528			2.93	%
			Total corporate notes (cost - $27,422,450)	$	27,520,528			2.93	%

LONG U.S. FUTURES CONTRACTS**
				Net unrealized gain (loss)
				on open long contracts			% of Net
			Description	(Fair Value)			Asset Value
			Agricultural	$	492,595			0.05	%
			Currency		642,775			0.07	%
			Energy		2,581,918			0.27	%
			Equity		(148	)		0.00	%
			Interest rate		1,206,537			0.13	%
			Metal		5,435,094			0.58	%
			Stock index		348,629			0.04	%
			Total long U.S. futures contracts	$	10,707,400			1.14	%

*Pledged as collateral for the trading of futures contracts.

**No individual futures or forward contract position constituted greater than 1 percent of net asset value. Accordingly, the number of contracts and expiration dates are not presented.

The accompanying notes are an integral part of these financial statements.

Table of Contents

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

CONDENSED SCHEDULE OF INVESTMENTS (continued)

June 30, 2009

(Unaudited)


SHORT U.S. FUTURES CONTRACTS**
	Description	Net unrealized gain (loss) on open short contracts (Fair Value)			% of Net Asset Value
	Agricultural	$	3,567,578			0.38	%
	Currency		31,415			0.00	%
	Energy		1,167,344			0.12	%
	Interest rate		(3,314,535	)		(0.35	%)
	Metal		(8,881,800	)		(0.94	%)
	Stock index		(6,958	)		0.00	%
	Total short U.S. futures contracts	$	(7,436,956	)		(0.79	%)
	Total U.S. futures contracts	$	3,270,444			0.35	%

LONG FOREIGN FUTURES CONTRACTS**
	Description	Net unrealized gain (loss) on open long contracts (Fair Value)			% of Net Asset Value
	Agricultural	$	32,317			0.00	%
	Currency		580,390			0.06	%
	Energy		166,361			0.02	%
	Interest rate		6,887,095			0.73	%
	Metal		(32,078	)		0.00	%
	Stock index		664,418			0.07	%
	Total long foreign futures contracts	$	8,298,503			0.88	%

SHORT FOREIGN FUTURES CONTRACTS**
		Net unrealized gain (loss) on open short contracts			% of Net
	Description	(Fair Value)			Asset Value
	Agricultural	$	81			0.00	%
	Currency		1,172,334			0.12	%
	Interest rate		(1,110,084	)		(0.12	%)
	Stock index		58,808			0.01	%
	Total short foreign futures contracts	$	121,139			0.01	%
	Total foreign futures contracts	$	8,419,642			0.89	%
	Net unrealized gain on open futures contracts	$	11,690,086			1.24	%

LONG/SHORT U.S. FORWARD CURRENCY CONTRACTS**
		Net unrealized gain (loss)on open long/short contracts			% of Net
	Description	(Fair Value)			Asset Value
	Long U.S. forward currency	$	995,018			0.11	%
	Short U.S. forward currency		(629,128	)		(0.07	%)
	Total U.S. forward currency contracts	$	365,890			0.04	%

**No individual futures or forward contract position constituted greater than 1 percent of net asset value. Accordingly, the number of contracts and expiration dates are not presented.

The accompanying notes are an integral part of these financial statements.

Table of Contents

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

CONDENSED SCHEDULE OF INVESTMENTS (continued)

June 30, 2009

(Unaudited)


LONG/SHORT FOREIGN FORWARD CURRENCY CONTRACTS**
		Net unrealized gain (loss) on open long/short contracts			% of Net
	Description	(Fair Value)			Asset Value
	Long foreign forward currency	$	(14,889	)		0.00	%
	Short foreign forward currency		106,925			0.01	%
	Total foreign forward currency contracts	$	92,036			0.01	%
	Net unrealized gain on open forward currency contracts	$	457,926			0.05	%

**No individual futures or forward contract position constituted greater than 1 percent of net asset value. Accordingly, the number of contracts and expiration dates are not presented.

The accompanying notes are an integral part of these financial statements.

Table of Contents

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

CONDENSED SCHEDULE OF INVESTMENTS

December 31, 2008

(Audited)

U.S. GOVERNMENT SECURITIES*
		Maturity					% of Net
Face Value		Date	Description	Fair Value			Asset Value
$	67,000,000	01/08/09	U.S. Treasury Bill, 1.820%*	$	66,972,902			8.04	%
			Total U.S. Government securities* (cost - $66,403,849)	$	66,972,902			8.04	%

GOVERNMENT-SPONSORED ENTERPRISES
		Maturity					% of Net
Face Value		Date	Description	Fair Value			Asset Value
$	75,204,000	01/02/09	Fed Home Ln Discount Nt, 2.42%	$	75,198,945			9.03	%
			Total Government-sponsored enterprises (cost - $74,304,142)	$	75,198,945			9.03	%

COMMERCIAL PAPER
		Maturity					% of Net
Face Value		Date	Description	Fair Value			Asset Value
$	47,000,000	03/06/09	Royal Bk Of Scotland Grp, 2.65%	$	46,778,578			5.62	%
	41,670,000	03/10/09	Citigroup Funding Inc, 3.05%		41,429,934			4.97	%
	5,000,000	03/10/09	Citigroup Funding Inc, 2.43%		4,977,050			0.60	%
	19,800,000	05/04/09	Shell Intl Finance Bv, 2.08%		19,659,288			2.36	%
	28,000,000	05/04/09	Societe Generale N Amer, 2.66%		27,745,527			3.33	%
			Total commercial paper securities (cost - $139,797,933)	$	140,590,377			16.88	%

CORPORATE NOTES
		Maturity					% of Net
Face Value		Date	Description	Fair Value			Asset Value
$	50,461,000	03/25/09	Bear Stearns Co. (JP Morgan Chase & Co.), 3.25%	$	50,631,503			6.08	%
	27,500,000	08/19/09	Proc & Gamb Intl F, 2.49%		27,515,903			3.30	%
			Total corporate notes (cost - $77,628,692)	$	78,147,406			9.38	%

LONG U.S. FUTURES CONTRACTS**
			Description	Net unrealized gain (loss) on open long contracts (Fair Value)			% of Net Asset Value
			Agricultural	$	209,623			0.03	%
			Currency		583,235			0.07	%
			Energy		36,851			0.00	%
			Interest rate		7,568,968			0.91	%
			Metal		(5,458,382	)		(0.66	%)
			Stock index		283,733			0.03	%
			Total long U.S. futures contracts	$	3,224,028			0.38	%

*Pledged as collateral for the trading of futures contracts.

**No individual futures or forward contract position constituted greater than 1 percent of net asset value. Accordingly, the number of contracts and expiration dates are not presented.

The accompanying notes are an integral part of these financial statements.

Table of Contents

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

CONDENSED SCHEDULE OF INVESTMENTS (continued)

December 31, 2008

(Audited)


SHORT U.S. FUTURES CONTRACTS**
	Description	Net unrealized gain (loss) on open short contracts (Fair Value)			% of Net Asset Value
	Agricultural	$	203,129			0.02	%
	Currency		(536,035	)		(0.06	%)
	Energy		1,136,871			0.14	%
	Interest rate		(34,304	)		0.00	%
	Metal		12,050,348			1.45	%
	Stock index		(100,242	)		(0.01	%)
	Total short U.S. futures contracts	$	12,719,767			1.54	%
	Total U.S. futures contracts	$	15,943,795			1.92	%

LONG FOREIGN FUTURES CONTRACTS**
	Description	Net unrealized gain on open long contracts (Fair Value)			% of Net Asset Value
	Agricultural	$	526,077			0.06	%
	Currency		386,518			0.05	%
	Interest rate		13,673,497			1.64	%
	Metal		132			0.00	%
	Stock index		353,887			0.04	%
	Total long foreign futures contracts	$	14,940,111			1.79	%

SHORT FOREIGN FUTURES CONTRACTS**
	Description	Net unrealized gain (loss) on open short contracts (Fair Value)			% of Net Asset Value
	Agricultural	$	1,586,457			0.19	%
	Currency		768,035			0.09	%
	Energy		761,334			0.09	%
	Interest rate		(443,162	)		(0.05	%)
	Metal		1,194,857			0.14	%
	Stock index		(258,745	)		(0.03	%)
	Total short foreign futures contracts	$	3,608,776			0.43	%
	Total foreign futures contracts	$	18,548,887			2.22	%
	Net unrealized gain on open futures contracts	$	34,492,682			4.14	%

U.S. FORWARD CURRENCY CONTRACTS**
	Description	Net unrealized gain (loss) on open long/short contracts (Fair Value)			% of Net Asset Value
	Long U.S. forward currency	$	495,615			0.06	%
	Short U.S. forward currency		(1,697,447	)		(0.20	%)
	Total U.S. forward currency contracts	$	(1,201,832	)		(0.14	%)

**No individual futures or forward contract position constituted greater than 1 percent of net asset value. Accordingly, the number of contracts and expiration dates are not presented.

The accompanying notes are an integral part of these financial statements.

Table of Contents

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

CONDENSED SCHEDULE OF INVESTMENTS (continued)

December 31, 2008

(Audited)


FOREIGN FORWARD CURRENCY CONTRACTS**
		Net unrealized gain (loss)
		on open long/short contracts (Fair Value)			% of Net Asset Value
	Description
	Long foreign forward currency	$	217,280			0.03	%
	Short foreign forward currency		(218,407	)		(0.03	%)
	Total foreign forward currency contracts	$	(1,127	)		0.00	%
	Net unrealized loss on open forward currency contracts	$	(1,202,959	)		(0.14	%)

**No individual futures or forward contract position constituted greater than 1 percent of net asset value. Accordingly, the number of contracts and expiration dates are not presented.

The accompanying notes are an integral part of these financial statements.

Table of Contents

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

STATEMENTS OF OPERATIONS

For the Three and Six Months Ended June 30, 2009 and 2008

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2009			2008			2009			2008
TRADING GAIN (LOSS)
Net realized gain (loss)	$	(22,393,243	)	$	32,894,383		$	(4,840,987	)	$	140,317,955
Net change in unrealized gain (loss)		6,996,514			47,536,956			(21,141,711	)		21,175,723
Brokerage commissions		(705,720	)		(522,069	)		(1,182,340	)		(1,022,732	)
Net gain (loss) from trading		(16,102,449	)		79,909,270			(27,165,038	)		160,470,946
NET INVESTMENT LOSS
Income
Interest income		1,093,089			4,743,519			3,492,144			10,529,882
Expenses
General Partner management fee		4,549,158			3,219,521			8,839,521			6,143,377
General Partner 1 percent allocation		(328,972	)		574,860			(556,784	)		1,213,014
Advisor management fees		3,595,655			2,839,170			7,035,550			5,437,443
Advisor incentive fees		5,015,194			17,720,101			6,928,626			31,658,054
Selling agents' fee		3,194,804			2,285,892			6,221,526			4,382,943
Operating expenses		2,228,467			1,646,697			4,306,779			2,870,064
Total expenses		18,254,306			28,286,241			32,775,218			51,704,895
Operating expenses waived		(695,429	)		(544,612	)		(1,326,493	)		(792,465	)
Net total expenses		17,558,877			27,741,629			31,448,725			50,912,430
Net investment loss		(16,465,788	)		(22,998,110	)		(27,956,581	)		(40,382,548	)

NET INCOME (LOSS)	$	(32,568,237	)	$	56,911,160		$	(55,121,619	)	$	120,088,398

	Three Months Ended June 30,										Six Months Ended June 30,
	2009						2008				2009						2008
	Class A			Class B			Class A		Class B		Class A			Class B			Class A		Class B
INCREASE (DECREASE) IN NET ASSET VALUE PER UNIT	$	(173.46	)	$	(197.21	)	$	365.06	$	488.78	$	(304.31	)	$	(337.61	)	$	802.03	$	1,065.52

NET INCOME (LOSS) PER UNIT (based on weighted average number of units outstanding)	$	(179.73	)	$	(204.41	)	$	382.30	$	517.45	$	(319.91	)	$	(356.78	)	$	822.77	$	1,098.47

The accompanying notes are an integral part of these financial statements.

Table of Contents

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

STATEMENTS OF CASH FLOWS

For the Six Months Ended June 30, 2009 and 2008

(Unaudited)

__________

	2009			2008
Cash flows provided by (used in) operating activities
Net income (loss)	$	(55,121,619	)	$	120,088,398
Adjustments to reconcile net income (loss) to net
cash provided by operating activities
Net change in unrealized (gain) loss		21,141,711			(21,175,725	)
Net proceeds from commercial paper		90,607,044			36,599,359
Net proceeds from corporate notes		50,626,878			-
Net proceeds (purchases) of investments in U.S. government securities		(2,971,798	)		49,838,000
Net purchases of Government-sponsored enterprises		(32,193,634	)		-
Increase in due from broker		-			(70,097	)
Increase in interest receivable		(1,765	)		(177,167	)
Increase (decrease) in accounts payable and accrued expenses		(13,113,451	)		14,264,116
Increase (decrease) in General Partner 1 percent allocation		(2,436,121	)		962,696
Net cash provided by operating activities		56,537,245			200,329,580
Cash flows provided by (used in) financing activities
Contributions		180,220,376			75,158,647
Subscriptions received in advance		27,465,012			24,815,973
Redemptions		(50,494,870	)		(35,193,896	)
Net cash provided by financing activities		157,190,518			64,780,724
Net increase in cash and cash equivalents		213,727,763			265,110,304
Cash and cash equivalents
Beginning of period		505,006,123			85,537,812
End of period	$	718,733,886		$	350,648,116
End of period cash and cash equivalents consists of:
Cash in broker trading accounts	$	204,556,444		$	217,623,577
Cash and cash equivalents		514,177,442			133,024,539
Total end of period cash and cash equivalents	$	718,733,886		$	350,648,116


	2009			2008
Supplemental disclosure of cash flow information
Prior period redemptions paid	$	10,448,411		$	4,753,938
Prior period subscriptions received in advance	$	29,937,275		$	3,956,128

Supplemental schedule of non-cash financing activities:
Redemptions payable	$	8,077,083		$	18,986,666

The accompanying notes are an integral part of these financial statements.

Table of Contents

FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (NET ASSET VALUE)

For the Six Months Ended June 30, 2009 and 2008

(Unaudited)

__________

	Class A Interests						Class B Interests
	Units			Value			Units			Value			Total
Six Months Ended June 30, 2009
Balance at December 31, 2008		108,989.0639		$	547,011,351			44,268.0740		$	285,973,913		$	832,985,264
Net loss for the six months ended June 30, 2009		-			(37,721,105	)		-			(17,400,514	)		(55,121,619	)
Contributions		26,696.2301			131,564,699			12,349.9410			78,592,952			210,157,651
Redemptions		(5,295.0228	)		(25,919,326	)		(3,513.2932	)		(22,204,216	)		(48,123,542	)
Transfers		(1,229.0048	)		(5,985,064	)		950.0817			5,985,064			-
Balance at June 30, 2009		129,161.2664		$	608,950,555			54,054.8035		$	330,947,199		$	939,897,754


	Class A Interests						Class B Interests
	Units			Value			Units			Value			Total
Six Months Ended June 30, 2008
Balance at December 31, 2007		94,188.7078		$	364,289,314			36,968.6171		$	180,817,671		$	545,106,985
Net income for the six months ended June 30, 2008		-			78,030,762			-			42,057,636			120,088,398
Contributions		10,752.9233			45,560,066			6,270.8609			33,554,709			79,114,775
Redemptions		(8,635.8108	)		(38,273,521	)		(2,081.8664	)		(11,153,103	)		(49,426,624	)
Transfers		(264.4438	)		(1,124,247	)		208.2493			1,124,247			-
Balance at June 30, 2008		96,041.3765		$	448,482,374			41,365.8609		$	246,401,160		$	694,883,534

Net Asset Value Per Unit


June 30, 2009				December 31, 2008				June 30, 2008				December 31, 2007

Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B

$	4,714.65	$	6,122.44	$	5,018.96	$	6,460.05	$	4,669.68	$	5,956.63	$	3,867.65	$	4,891.11

The accompanying notes are an integral part of these financial statements.

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FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

__________

Note 1:

ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General Description of the Fund:

Futures Portfolio Fund, Limited Partnership (the “Fund”) is a Maryland limited partnership which operates as a commodity investment pool. The Fund utilizes commodity trading advisors to engage in the trading of futures contracts, forward currency contracts, and other financial instruments.

The Fund will automatically terminate on December 31, 2025, unless terminated earlier as provided in the Limited Partnership Agreement.

Regulation:

The Fund is a registrant with the Securities and Exchange Commission (“SEC”) pursuant to the Securities Exchange Act of 1934 (the “Act”). As a registrant, the Fund is subject to the regulations of the SEC and the informational requirements of the Act. As a commodity pool, the Fund is subject to the regulations of the Commodity Futures Trading Commission, an agency of the United States (“U.S.”) government which regulates most aspects of the commodity futures industry; rules of the National Futures Association, an industry self-regulatory organization; and the requirements of commodity exchanges where the Fund executes transactions. Additionally, the Fund is subject to the requirements of Futures Commission Merchants (brokers) and Interbank market makers through which the Fund trades.

Classes of Interests:

The Fund has two classes of limited partnership interests (“Interests”), Class A and Class B. The General Partner may offer additional classes at its discretion. Both Class A and Class B Interests are traded pursuant to identical trading programs and differ only in respect to the selling agents’ fees. Class B Interests are issued only at the General Partner’s discretion and are generally intended for investors who are participating in fee based investment advisory programs. All items of income or loss, except for the selling agents’ fees, are allocated pro rata between Class A and Class B Interests. The selling agents’ fees applicable to each class of Interest are then charged to each class. All items of income or loss allocated to each class of Interest are then allocated pro rata to each Limited Partner within each class. For purposes of both financial reporting and calculation of redemption value, net asset value per Class A or Class B unit is calculated by dividing the net asset value of Class A or Class B by the number or outstanding units of Class A or Class B.

Significant accounting policies are as follows:

Use of Estimates:

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

Revenue Recognition:

Futures, options on futures, forward currency, and swap contracts are recorded on a trade date basis, and gains or losses are realized when contracts are liquidated. Unrealized gains and losses on open contracts (the difference between contract trade price and fair value) are reported in the statements of financial condition as a net gain or loss, as there exists a right of offset of unrealized gains or losses in accordance with Financial Accounting Standards Board Interpretation (“FASB”) No. 39 – Offsetting of Amounts Related to Certain Contracts, as amended by FASB No. 39-1 – Amendment of FASB Interpretation No. 39 (“FIN 39-1”). Any change in net unrealized gain or loss from the preceding period is reported in the statement of operations. Commercial paper, corporate notes, U.S. Government securities and Government-sponsored enterprises are recorded at amortized cost and interest is accrued and recorded through maturity, which approximates fair value. Fair value of exchange-traded contracts is based upon settlement prices. Fair value of non-exchange traded contracts is based upon third-party quoted dealer values on the Interbank market.

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Futures Portfolio Fund, Limited Partnership

Notes to the Financial Statements

Cash and Cash Equivalents:

Cash equivalents are highly liquid investments with an original maturity of three months or less at the date of acquisition that are not held for sale in the normal course of business. The Fund is at risk to the extent that it maintains balances with such institutions in excess of insured limits. As of June 30, 2009, significant cash balances held at Newedge USA, LLC, UBS Financial Services, Inc. and Bank of America are $204,556,444, $159,845,760 and $354,331,682, respectively. As of December 31, 2008, significant cash balances held at Newedge USA, LLC, UBS Financial Services, Inc. and Bank of America are $218,445,964, $204,886,354 and $81,663,804, respectively.

Brokerage Commissions:

Brokerage commissions include other trading fees and are charged to expense when contracts are opened.

Redemptions Payable:

Redemptions payable represent redemptions approved by the General Partner prior to period end, including those that are not effective until subsequent periods. These redemptions have been recorded using the period end net asset value per unit in accordance with the provisions of Statement of Financial Accounting Standards No. 150, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.

Income Taxes:

The Fund prepares calendar year U.S. and applicable state tax returns. The Fund is not subject to federal income taxes as each partner is individually liable for his or her allocable share of the Fund’s income, expenses and trading gains or losses. The Fund, however, may be required to file returns in various state and local jurisdictions as a result of its operations or the residency of its partners. On January 1, 2007, the Fund adopted Financial Accounting Standards Board (FASB) Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes, which defines the threshold for recognizing the benefits of tax return positions in the financial statements as “more-likely-than-not” to be sustained by the taxing authority. FIN 48 applies to all tax positions accounted for under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. For the six months ended June 30, 2009 and 2008, respectively, no income tax liability for uncertain tax positions has been recognized in the accompanying financial statements. The 2005 through 2008 tax years generally remain subject to examination by U.S. federal and most state tax authorities.

Fair Value of Financial Instruments:

The Fund applies Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS No. 157”), which defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurement and also emphasizes that fair value is a market-based measurement, not an entity-specific measurement. The adoption of SFAS No. 157 was effective for the Fund on January 1, 2008, and did not impact our financial position, results of operations or cash flows.

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Futures Portfolio Fund, Limited Partnership

Notes to the Financial Statements

SFAS No. 157 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 and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined under SFAS 157 as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy under SFAS 157 are described below:

Level 1. Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2. Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. A significant adjustment to a Level 2 input could result in the Level 2 measurement becoming a Level 3 measurement.

Level 3. Inputs are unobservable for the asset or liability.

The following section describes the valuation techniques used by the Fund to measure different financial instruments at fair value and includes the level within the fair value hierarchy in which the financial instrument is categorized.

The Fund’s investments in these securities are short-term in nature with a duration of less than one year and, typically, the Fund holds these investments through maturity. As such, interest income generated from these investments is recorded in the statements of operations. The fair value of these investments as obtained from cash management and clearing firms statements are compared to amortized cost to verify that the carrying amounts approximates their fair value.

The Fund’s cash management account holder and clearing firm (UBS and Newedge, respectively) utilize pricing services to value U.S. Government securities, commercial paper, Government-sponsored enterprises and corporate notes investments. These pricing services utilize the market approach which uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. Valuation techniques consistent with the market approach include matrix pricing. Matrix pricing, which is used for Level 2 investments, is a mathematical technique used principally to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities.

U.S. Government securities are actively traded on a daily basis and the pricing services are able to obtain bid and ask quotes for identical assets by CUSIP. Commercial paper, Government-sponsored enterprises, and corporate notes investments are also actively traded, however, the pricing services are only able to obtain bid and ask quotes for similar assets. As such, U.S. Government securities are classified within Level 1 and commercial paper, Government-sponsored enterprises, and corporate notes investments are classified within Level 2.

The following tables present the Fund’s fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of June 30, 2009 and December 31, 2008:

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Futures Portfolio Fund, Limited Partnership

Notes to the Financial Statements

	June 30, 2009
	Level 1		Level 2		Total
Equity in broker trading accounts
Futures contracts	$	11,690,086	$	-	$	11,690,086
Forward currency contracts		-		457,926		457,926
U.S. Government securities		69,944,700		-		69,944,700
Commercial paper		-		49,983,333		49,983,333
Government-sponsored enterprises		-		107,392,579		107,392,579
Corporate notes		-		27,520,528		27,520,528
Cash and cash equivalents
Money market funds		486,479,442		-		486,479,442

	December 31, 2008
	Level 1		Level 2			Total
Equity in broker trading accounts
Futures contracts	$	34,492,682	$	-		$	34,492,682
Forward currency contracts		-		(1,202,959	)		(1,202,959	)
U.S. Government securities		66,972,902		-			66,972,902
Commercial paper		-		140,590,377			140,590,377
Government-sponsored enterprises		-		75,198,945			75,198,945
Corporate notes		-		78,147,406			78,147,406
Cash and cash equivalents
Money market funds		256,592,512		-			256,592,512

There were no Level 3 holdings as of June 30, 2009 or December 31, 2008 or during the three and six months ended June 30, 2009 and 2008, respectively.

Fair value of exchange traded contracts is based upon exchange settlement prices. Fair value of non-exchange traded contracts is based on third-party quoted dealer values on the Interbank market. The investments in money market funds and futures contracts are valued using quoted market prices and are classified within

Level 1. The fair values of forward currency contracts are based upon an underlying asset, index, or reference rate or a combination of these factors and are classified within Level 2. The Fund uses some, and when applicable, all of these financial instruments as part of its trading activities. The recorded values of commercial paper, Government-sponsored enterprises, U.S. Government securities and corporate notes are based on amortized cost carrying amounts due to the short-term maturity of the instruments and are classified within Level 1 or 2. Therefore, their carrying amounts approximate their fair values.

Derivative Instruments:

In March 2008, the FASB issued Statement of Financial Accounting Standards No. 161 (SFAS 161), Disclosures about Derivative Instruments and Hedging Activities. SFAS 161 amends and expands the disclosure requirements of SFAS 133, Accounting for Derivative Instruments and Hedging Activities, to provide users of financial statements with an enhanced understanding of the use of derivative instruments, financial performance, and cash flows. This Statement requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of and gains and losses on agreements. SFAS 161 is effective for financial statements issued for the Fund’s first fiscal year beginning after November 15, 2008. The Fund adopted the provisions of SFAS 161 effective January 1, 2009.

The Fund’s derivative contracts are comprised of futures and currency forward contracts. These derivative contracts are recorded on the statements of financial condition as assets measured at fair value and the related realized and unrealized gain (loss) associated with these derivatives is recorded in the statements of operations.

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Futures Portfolio Fund, Limited Partnership

Notes to the Financial Statements

The Fund has considered the counterparty credit risk related to all its futures and forward currency contracts and does not deem any counterparty credit risk material at this time. The Fund does not designate any derivative instruments as hedging instruments under SFAS 133.

As of June 30, 2009 and for the three and six months ended June 30, 2009, the Fund’s derivative contracts had the following impact on the Statements of Financial Condition and the Statements of Operations:

		Derivative Assets and Liabilities
Statements of Financial Condition Location		Assets		Liabilities			Net			Number of Contracts
Futures contracts
Agricultural	Net unrealized gain on open futures contracts	$	5,301,216	$	(1,208,645	)	$	4,092,571			5,068
Currency	Net unrealized gain on open futures contracts		3,479,011		(1,052,097	)		2,426,914			3,232
Energy	Net unrealized gain on open futures contracts		4,350,961		(435,338	)		3,915,623			3,065
Equity	Net unrealized gain on open futures contracts		471		(619	)		(148	)		15
Interest rate	Net unrealized gain on open futures contracts		8,682,789		(5,013,776	)		3,669,013			28,778
Metal	Net unrealized gain on open futures contracts		6,964,923		(10,443,707	)		(3,478,784	)		4,659
Stock index	Net unrealized gain on open futures contracts		1,499,975		(435,078	)		1,064,897			4,551
		$	30,279,346	$	(18,589,260	)	$	11,690,086			49,368

Forward contracts
Currency	Net unrealized gain on open forward currency contracts		3,179,351		(2,721,425	)		457,926			N/A
		$	33,458,697	$	(21,310,685	)	$	12,148,012			N/A

		Revenue
		Three Months Ended June 30, 2009					Six Months Ended June 30, 2009
Statements of Operations Location		Net realized gain (loss)			Number of Contracts		Net realized gain (loss)			Number of Contracts
Futures contracts
Agricultural	Net realized gain (loss)	$	(578,644	)		15,521	$	(1,742,717	)		25,071
Currency	Net realized gain (loss)		1,596,414			8,456		(4,840,578	)		14,464
Energy	Net realized gain (loss)		(7,247,249	)		9,906		(2,534,802	)		16,340
Equity	Net realized gain (loss)		100,082			362		100,082			362
Interest rate	Net realized gain (loss)		(19,410,041	)		74,908		(10,221,912	)		128,830
Metal	Net realized gain (loss)		(4,765,233	)		4,470		1,687,441			7,846
Stock index	Net realized gain (loss)		21,540,171			19,131		26,820,777			38,835
		$	(8,764,500	)		132,754	$	9,268,291			231,748

Forward contracts
Currency	Net realized gain (loss)		(13,665,889	)		N/A		(13,683,708	)		N/A
		$	(22,430,389	)		N/A	$	(4,415,417	)		N/A

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Futures Portfolio Fund, Limited Partnership

Notes to the Financial Statements

		Revenue
		Three Months Ended June 30, 2009			Six Months Ended June 30, 2009
Statements of Operations Location		Net change in unrealized gain (loss)			Net change in unrealized gain (loss)
Futures contracts
Agricultural	Net change in unrealized gain (loss)	$	4,869,758		$	1,567,285
Currency	Net change in unrealized gain (loss)		2,282,522			1,225,161
Energy	Net change in unrealized gain (loss)		3,445,102			1,980,567
Equity	Net change in unrealized gain (loss)		(148	)		(148	)
Interest rate	Net change in unrealized gain (loss)		(10,802,382	)		(17,095,986	)
Metal	Net change in unrealized gain (loss)		(2,566,029	)		(11,265,739	)
Stock index	Net change in unrealized gain (loss)		1,290,494			786,264
		$	(1,480,683	)	$	(22,802,596	)

Forward contracts
Currency	Net change in unrealized gain (loss)		8,477,197			1,660,885
		$	6,996,514		$	(21,141,711	)

Foreign Currency Transactions:

The Fund’s functional currency is the U.S. dollar; however, it transacts business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the statement of financial condition. Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period. Gains and losses resulting from the translation to U.S. dollars are reported in income currently as part of net trading gains and losses.

Reclassification:

Certain amounts in the 2008 financial statements have been reclassified to conform with the 2009 presentation.

Recent Accounting Pronouncements:

On April 9, 2009, the FASB issued FASB Staff Position No. 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 (“FSP No. 157-4”). FSP No. 157-4 requires entities to consider whether events and circumstances indicate whether the transaction is or is not orderly as opposed to a forced or distressed transaction. Entities would place more weight on observable transactions determined to be orderly and less weight on transactions for which there is insufficient information to determine whether the transaction is orderly. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets or liabilities. FSP No. 157-4 provides additional guidance for making fair value measurements more consistent with the principles presented in SFAS No. 157. FSP No. 157-4 is effective for interim and annual periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. We do not believe this will have a material impact on our financial statements.

In June 2009, the FASB issued SFAS No. 168, FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162 (SFAS 168). The FASB Accounting Standards Codification™ (Codification) will be the single source of authoritative nongovernmental U.S. GAAP. The Codification will launch on July 1, 2009 and SFAS 168 will be effective for the quarter ending September 30, 2009. The Codification is not expected to change U.S. GAAP, but will combine all authoritative standards into a comprehensive, topically organized online database. After the Codification launch only one level of authoritative GAAP will exist, other than guidance issued by the SEC. All other accounting literature excluded from the Codification will be considered non-authoritative. The Codification will have an impact to the Fund's financial statement disclosures since all future references to authoritative accounting literature will be references in accordance with the Codification.

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Futures Portfolio Fund, Limited Partnership

Notes to the Financial Statements

Recently Adopted Accounting Pronouncements:

In May 2009, the FASB issued FASB Statement No. 165, Subsequent Events, (SFAS 165) which establishes general standards of and accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This SFAS 165 was effective for interim and annual periods ending after June 15, 2009.

Note 2:

GENERAL PARTNER

The General Partner of the Fund is Steben & Company, Inc., which conducts and manages the business of the Fund. During the six months ended June 30, 2009 and 2008, the General Partner did not maintain a capital balance in the Fund; however, the sole shareholder of the General Partner has an investment in Class B Interests of the Fund.

During the six months ended June 30, 2009 and 2008, the General Partner received the following compensation:

Class A Interests incur a monthly management fee equal to 1/12 of 1.95 percent (1.95 percent per annum) of the net asset value of the Class A Interests as of the last day of each month.

Class A Interests incur a monthly selling agents’ fee equal to 1/12 of 2 percent (2.00 percent per annum) of the net asset value of the Class A Interests as of the last day of each month. The General Partner, in turn, pays the selling agents’ fees to the respective selling agents. If the selling agents’ fees are not paid to the selling agent, or the General Partner was the selling agent, such portions of the selling agents’ fees are retained by the General Partner.

Class B Interests incur a monthly management fee equal to 1/12 of 1.95 percent (1.95 percent per annum) of the net asset value of the Class B Interests as of the last day of each month.

Class B Interests incur a monthly selling agents’ fee equal to 1/12 of 0.20 percent (0.20 percent per annum) of the net asset value of the Class B Interests as of the last day of each month. The General Partner, in turn, pays the selling agents’ fees to the respective selling agents. If the selling agents’ fees are not paid to the selling agent, or the General Partner was the selling agent, such portions of the selling agents’ fees are retained by the General Partner.

Pursuant to the terms of the Limited Partnership Agreement, the General Partner receives 1 percent of any increase or decrease in the Fund’s net assets, as defined. Such amount is reflected as the General Partner 1 percent allocation in the statements of financial condition and the statements of operations.

Note 3:

COMMODITY TRADING ADVISORS

The Fund has Advisory Agreements with various commodity trading advisors, pursuant to which the Fund pays each commodity trading advisor a monthly or quarterly management fee equal to 0 percent, 1 percent or 2 percent per annum of allocated net assets (as separately defined in each respective Advisory Agreement) and a quarterly or annual incentive fee equal to 20 percent, 25 percent or 30 percent of net new Trading Profits (as separately defined in each respective Advisory Agreement).

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Futures Portfolio Fund, Limited Partnership

Notes to the Financial Statements

Note 4:

DEPOSITS WITH BROKERS

The Fund deposits funds with brokers, subject to Commodity Futures Trading Commission regulations and various exchange and broker requirements. Margin requirements are satisfied by the deposit of U.S. Treasury bills and cash with such brokers. The Fund earns interest income on its assets deposited with the brokers.

Note 5:

OPERATING EXPENSES

The Fund is responsible for all of its operating expenses such as accounting, audit, legal, administrative, marketing and offering expenses. Operating expenses also include salary and administrative costs incurred by the General Partner relating to marketing and administration of the Fund, such as salaries and commissions of General Partner marketing personnel, and administrative employee salaries and related costs. Pursuant to the terms of the Limited Partnership Agreement, operating expenses that exceed 1 percent of the average month-end net assets of the Fund are the responsibility of the General Partner. For the three and six months ended June 30, 2009 and 2008, actual operating expenses were below this 1 percent (pro rated operating expense limitation) of average month-end net assets of the Fund by $121,703, $261,301, $23,773 and $292,756, respectively. Additionally, during the three and six months ended June 30, 2009 and 2008, the General Partner voluntarily paid $695,429, $1,326,493, $544,612 and $792,465, respectively, of operating expenses of the Fund, with such amounts included in operating expenses waived in the statements of operations. As of June 30, 2009 and December 31, 2008, $1,515,964 and $1,313,479, respectively, were payable to the General Partner for operating expenses not waived. Such amounts are presented as accounts payable in the statements of financial condition.

Note 6:

SUBSCRIPTIONS, DISTRIBUTIONS, AND REDEMPTIONS

Investments in the Fund are made by subscription agreement, subject to acceptance by the General Partner. Units are sold at the net asset value per Class A or Class B unit as of the close of business on the last day of the month in which the subscription is accepted. Investors whose subscriptions are accepted are admitted as Limited Partners as of the beginning of the month following the month in which their subscriptions were accepted. At June 30, 2009 and December 31, 2008, the Fund had received subscriptions of $27,465,012 and $29,937,275, respectively, which were effective subsequent to quarter-end and year-end, respectively.

The Fund is not required to make distributions, but may do so at the sole discretion of the General Partner. A Limited Partner may request and receive redemption of Class A or Class B units owned at the end of any month, subject to 15 days written notice to the General Partner and restrictions in the Limited Partnership Agreement.

The General Partner may require a limited partner to redeem from the Fund if the General Partner deems the redemption (a) necessary to prevent or correct the occurrence of a nonexempt prohibited transaction (see SA-4, “Investment by Employee Benefit Plans”) under the Employee Retirement Income Security Act of 1974, as amended, or the Internal Revenue Code of 1986, as amended, or (b) beneficial to the Fund or (c) necessary to comply state, federal, or other self-regulatory organization regulations.

Note 7:

TRADING ACTIVITIES AND RELATED RISKS

The Fund engages in the speculative trading of futures, swaps, options and over-the-counter contracts, including currency forwards traded in the United States and internationally (collectively, “derivatives”). The Fund is exposed to both market risk, the risk arising from changes in the fair value of the contracts, and credit risk, the risk of failure by another party to perform according to the terms of a contract.

Purchase and sale of futures contracts requires margin deposits with the brokers. Additional deposits may be necessary for any loss on contract value. The Commodity Exchange Act requires a broker to segregate all customer transactions and assets from such broker’s proprietary activities. A customer’s cash and other property (for example, U.S. Treasury Bills) deposited with a broker are considered commingled with all other customer funds subject to the broker’s segregation requirements. In the event of a broker’s insolvency, recovery may be limited to a pro rata share of segregated funds available. It is possible that the recovered amount could be less than (or none of) the total cash and other property deposited. The Fund utilizes Newedge USA, LLC, as its futures broker and Newedge Group (UK Branch) as its options broker and forwards counterparty.

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Futures Portfolio Fund, Limited Partnership

Notes to the Financial Statements

The Fund trades forward currency contracts in unregulated markets between principals and assumes the risk of loss from counterparty nonperformance. Accordingly, the risks associated with forward currencies are generally greater than those associated with exchange traded contracts because of the greater risk of counterparty default. Additionally, the trading of forward currency contracts typically involves delayed cash settlement.

The Fund has a substantial portion of its assets on deposit with Interbank market makers and other financial institutions in connection with its trading of forward currency contracts and its cash management activities. In the event of an Interbank market maker’s or financial institution’s insolvency, recovery of Fund assets on deposit may be limited to account insurance or other protection afforded such deposits.

The Fund utilizes UBS Financial Services, Inc. as its cash management securities broker for the investment of some margin excess amounts into short-term fixed income instruments including high grade commercial paper (interest bearing with some credit risk), U.S. Government securities and Government-sponsored enterprises (interest bearing and credit risk free) with durations no longer than one year. The Fund invests in certain commercial paper issued by an affiliate of UBS Financial Services, Inc. Fluctuations in prevailing interest rates could cause immaterial market-to-market losses on the Fund’s U.S. Government securities and other fixed income instruments, although substantially all of the short-term investments are held to maturity.

For derivatives, risks arise from changes in the market value of the contracts. Theoretically, the Fund is exposed to a market risk equal to the value of futures and forward contracts purchased and unlimited liability on such contracts sold short. As both a buyer and seller of options, the Fund 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 Fund to potentially unlimited liability; for purchased options the risk of loss is limited to the premiums paid.

In addition to market risk, in entering into commodity interest contracts there is a credit risk that a counterparty will not be able to meet its obligations to the Fund. The counterparty for futures and options on futures contracts traded in the United States and on most non-U.S. futures exchanges is the clearinghouse associated with such exchanges. In general, clearinghouses are backed by the corporate members of the clearinghouse who are required to share any financial burden resulting from the nonperformance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members, like some non-U.S. exchanges, it is normally backed by a consortium of banks or other financial institutions.

In the case of forward contracts, over-the-counter options contracts or swap contracts, which are traded on the Interbank or other institutional market rather than on exchanges, the counterparty is generally a single bank other financial institution, rather than a clearinghouse backed by a group of financial institutions; thus, there likely will be greater counterparty credit risk. The Fund trades only with those counterparties that it believes to be creditworthy. All positions of the Fund are valued each day on a mark-to-market basis. There can be no assurance that any clearing member, clearinghouse or other counterparty will be able to meet its obligations to the Fund.

The unrealized gain (loss) on open futures and forward currency contracts is comprised of the following:

	Futures Contracts (exchange traded)						Forward Currency Contracts (non-exchange traded)
	June 30, 2009			December 31, 2008			June 30, 2009			December 31, 2008
Gross unrealized gains	$	30,279,346		$	45,886,155		$	3,179,351		$	2,924,001
Gross unrealized losses		(18,589,260	)		(11,393,473	)		(2,721,425	)		(4,126,960	)
Net unrealized gain (loss)	$	11,690,086		$	34,492,682		$	457,926		$	(1,202,959	)

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Futures Portfolio Fund, Limited Partnership

Notes to the Financial Statements

The General Partner has established procedures to actively monitor market risk and minimize credit risk, although there can be no assurance that it will, in fact, succeed in doing so. The Limited Partners bear the risk of loss only to the extent of the fair value of their respective investments and, in certain specific circumstances, distributions and redemptions received.

Note 8:

INDEMNIFICATIONS

In the normal course of business, the Fund may enter into contracts and agreements that contain a variety of representations and warranties and which provide general indemnifications. The Fund’s maximum exposure under these arrangements cannot be estimated. However, the Fund believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any continent liability in the financial statements for such indemnifications.

Note 9:

INTERIM FINANCIAL STATEMENTS

The statements of financial condition, including the condensed schedule of investments, as of June 30, 2009, the statements of operations for the three and six months ended June 30, 2009 and 2008, the statements of cash flows and changes in partners’ capital (net asset value) for the six months ended June 30, 2009 and 2008, and the accompanying notes to the financial statements are unaudited. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles may be omitted pursuant to such rules and regulations. In the opinion of management, such financial statements and accompanying disclosures reflect all adjustments, which were of a normal and recurring nature, necessary for a fair presentation of financial position as of June 30, 2009, results of operations for the three and six months ended June 30, 2009 and 2008, cash flows and changes in partners’ capital (net asset value) for the six months ended June 30, 2009 and 2008. The results of operations for the three and six months ended June 30, 2009 and 2008 are not necessarily indicative of the results to be expected for the full year or any other period. These financial statements should be read in conjunction with the audited financial statements and the notes thereto included in our Form 10-K as filed with the Securities and Exchange Commission.

Note 10:

FINANCIAL HIGHLIGHTS

The following information presents per unit operating performance data and other supplemental financial data for the three and six months ended June 30, 2009 and 2008. This information has been derived from information presented in the financial statements.

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Futures Portfolio Fund, Limited Partnership

Notes to the Financial Statements

	Three months ended June 30,
	2009						2008
	(Unaudited)						(Unaudited)
	Class A			Class B			Class A			Class B
	Interests			Interests			Interests			Interests

Per Unit Performance
(for a unit outstanding throughout the entire period)

Net asset value per unit at beginning of period	$	4,888.11		$	6,319.65		$	4,304.62		$	5,467.85

Income (loss) from operations:
Gain (loss) from trading (1)		(78.90	)		(102.76	)		529.30			674.16
Net investment loss (1)		(94.56	)		(94.45	)		(164.24	)		(185.38	)

Total income (loss) from operations		(173.46	)		(197.21	)		365.06			488.78

Net asset value per unit at end of period	$	4,714.65		$	6,122.44		$	4,669.68		$	5,956.63

Total Return		(3.55	%)		(3.12	%)		8.48	%		8.94	%

Supplemental data
Ratios to average net asset value:
Expenses prior to advisor incentive fees (2), (3) (4) (6)		6.14	%		4.32	%		6.92	%		5.04	%
Advisor incentive fees (5)		0.55	%		0.55	%		2.76	%		2.80	%

Total expenses		6.69	%		4.87	%		9.68	%		7.84	%

Net investment loss (2), (3) ,(4), (6)		(5.66	%)		(3.85	%)		(3.94	%)		(2.09	%)

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Futures Portfolio Fund, Limited Partnership

Notes to the Financial Statements

	Six months ended June 30,
	2009						2008
	(Unaudited)						(Unaudited)
	Class A			Class B			Class A			Class B
	Interests			Interests			Interests			Interests

Per Unit Performance
(for a unit outstanding throughout the entire period)

Net asset value per unit at beginning of period	$	5,018.96		$	6,460.05		$	3,867.65		$	4,891.11

Income (loss) from operations:
Gain (loss) from trading (1)		(134.44	)		(175.09	)		1,095.93			1,392.25
Net investment loss (1)		(169.87	)		(162.52	)		(293.90	)		(326.73	)

Total income (loss) from operations		(304.31	)		(337.61	)		802.03			1,065.52

Net asset value per unit at end of period	$	4,714.65		$	6,122.44		$	4,669.68		$	5,956.63

Total Return		(6.06	%)		(5.23	%)		20.74	%		21.78	%

Supplemental data
Ratios to average net asset value:
Expenses prior to advisor incentive fees (2), (3), (4) ,(6)		6.16	%		4.34	%		6.96	%		5.08	%
Advisor incentive fees (5)		0.78	%		0.78	%		5.18	%		5.22	%

Total expenses		6.94	%		5.12	%		12.14	%		10.30	%

Net investment loss (2), (3),(4), (6)		(5.37	%)		(3.56	%)		(3.49	%)		(1.65	%)

Total returns are calculated based on the change in value of a Class A or Class B unit during the period. An individual partner’s total returns and ratios may vary from the above total returns and ratios based on the timing of contributions and redemptions.

(1) The net investment loss per unit is calculated by dividing the net investment loss by the average number of Class A or Class B units outstanding during the period. Gain from trading is a balancing amount necessary to reconcile the change in net asset value per unit with the other per unit information. Such balancing amount may differ from the calculation of gain from trading per unit due to the timing of trading gains and losses during the period relative to the number of units outstanding.

(2) All of the ratios under the supplemental data are computed net of voluntary and involuntary waivers of operating expenses. For the three and six months ended June 30, 2009 and 2008, the ratios are net of approximately 0.31%, 0.30%, 0.34%, 0.26% of average net asset value relating to the waivers of operating expenses. Both the nature and the amounts of the waivers are more fully explained in Note 5.

(3) The net investment loss includes interest income and excludes gains from trading activities as shown on the statement of operations. The total amount is then reduced by all expenses, excluding brokerage commissions. The resulting amount is divided by the average net asset value for the period.

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Futures Portfolio Fund, Limited Partnership

Notes to the Financial Statements

(4) Ratios have been annualized.

(5) Ratios have not been annualized.

(6) Ratio excludes advisor incentive fee.

Note 11:

SUBSEQUENT EVENTS

Management of the Fund evaluated subsequent events through August 14, 2009, the date these financial statements were issued. There are no subsequent events to disclose.

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

Reference is made to Item 1, “Financial Statements,” the information contained therein is essential to, and should be read in connection with the following analysis.

Introduction

Futures Portfolio Fund, Limited Partnership (“the Fund”) is a Maryland limited partnership, formed on May 11, 1989 and began trading on January 2, 1990. Utilizing professional trading advisors, the Fund invests the proceeds from its offering of units in the speculative trading of futures, swaps, options and over-the-counter contracts, including currency forwards traded in the United States and internationally. The Fund is an actively managed account with speculative trading profits as its objective. The Fund issues two different types of units; Class A units and Class B units which represent units of fractional undivided beneficial interest in and ownership of the Fund.

Recent Global Financial Crisis

There were several events that led to significant volatility in global capital markets during 2008 and continuing in 2009. Following a series of global announcements regarding failures in financial institutions including the government take-over of Fannie Mae and Freddie Mac, equity markets fell and credit markets experienced a sharp drop in liquidity. On October 3, 2008, President Bush signed into law the Emergency Economic Stabilization Act of 2008. The Act gave the U.S. Treasury certain powers to assist troubled financial institutions, especially those with assets that may have been affected by sub-prime mortgage exposure or credit default insurance exposure.

Despite the increased volatility in the capital markets, the Fund was not adversely impacted by these developments. In fact, as a result of the declining global markets, the Fund’s short positions in equity indices were highly profitable. Additionally, the Fund’s short positions in physical commodities and long positions in interest rate instruments were also profitable as commodity prices decreased and bond prices increased.

Critical Accounting Policies

The preparation of the Fund’s financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

In September 2006, the FASB issued Statement of Financial Accounting Standard No. 157, Fair Value Measurement (“SFAS No. 157”). SFAS No. 157 defines fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurement and also emphasizes that fair value is a market-based measurement, not an entity-specific measurement. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, except for nonfinancial assets and nonfinancial liabilities that are recognized or disclosed at fair value in the financial statements on a nonrecurring basis for which delayed application is permitted until fiscal years beginning after November 15, 2008. The adoption of SFAS No. 157 was effective for the Fund on January 1, 2008, and did not impact our financial position, results of operations or cash flows.

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2: Inputs others than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly. A significant adjustment to a Level 2 input could result in the Level 2 measurement becoming a Level 3 measurement.

Level 3: Inputs are unobservable for the asset or liability.

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Fair value of exchange traded contracts is based upon exchange settlement prices. Fair value of non-exchange traded contracts is based on third party quoted dealer values of the Interbank market. The investments in money market funds and futures contracts are valued using quoted market prices and are classified within Level 1. The fair values of forward currency contracts are based upon an underlying asset, index, or reference rate or a combination of these factors and are classified within Level 2. The Fund uses some, and when applicable, all of these financial instruments as part of its trading activities. The recorded values of commercial paper, Government-sponsored enterprises, U.S. Government securities, and corporate notes are based on amortized cost carrying amounts due to the short-term maturity of the instruments and are classified within Level 1 or 2. Therefore, their carrying amounts approximate their fair values.

Futures, options on futures, forward currency, and swap contracts are recorded on a trade date basis, and gains or losses are realized when contracts are liquidated. Unrealized gains and losses on open contracts (the difference between contract trade price and fair value) are reported in the statements of financial condition as a net gain or loss, as there exists a right of offset of unrealized gains or losses in accordance with Financial Accounting Standards Board Interpretation (“FASB”) No. 39 – Offsetting of Amounts Related to Certain Contracts, as amended by FASB No. 39-1 – Amendment of FASB Interpretation No. 39 (“FIN 39-1”). Any change in net unrealized gain or loss from the preceding period is reported in the statements of operations. Commercial paper, corporate notes, U.S. Government securities and Government-sponsored enterprises are recorded at amortized cost and interest is accrued and recorded through maturity, which approximates fair value. Fair value of exchange-traded contracts is based upon settlement prices. Fair value of non-exchange traded contracts is based upon third-party quoted dealer values on the Interbank market.

For purposes of both financial reporting and calculation of redemption value, net asset value per Class A or Class B unit is calculated by dividing the net asset value of Class A or Class B by the number or outstanding units of Class A or Class B. All items of income or loss, except for the selling agents’ fees, are allocated pro rata between Class A and Class B Interests. The selling agents’ fees applicable to each class of Interest are then charged to each class. All items of income or loss allocated to each class of Interest are then allocated pro rata to each Limited Partner within each class.

As of June 30, 2009, the aggregate capitalization of the Fund was $939,897,754, consisting of Class A units of $608,950,555 and Class B units of $330,947,199. The net asset value per unit of the Class A units was $4,714.65 and the net asset value of the Class B units was $6,122.44 as of June 30, 2009.

Liquidity

Most United States commodity exchanges limit fluctuations in futures contracts prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” During a single trading day, no trades may be executed at prices beyond the daily limit. Once the price of a futures contract has reached the daily limit for that day, positions in that contract can neither be taken nor liquidated. Futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent the Fund from promptly liquidating unfavorable positions and subject the Fund to substantial losses which could exceed the margin initially committed to such trades. In addition, even if futures prices have not moved the daily limit, the Fund may not be able to execute futures trades at favorable prices if little trading in such contracts is taking place. Other than these limitations on liquidity, which are inherent in the Fund’s futures trading operations, the Fund’s assets are expected to be highly liquid. Redemptions may be made by a Limited Partner as of the last business day of any month at the Net Asset Value on such redemption date of the redeemed units (or portion thereof) on that date, on 5 days’ prior written notice to the General Partner. Partial redemptions must be for at least $1,000, unless such requirement is waived by the General Partner. In addition, the Limited Partner, if making a partial redemption, must maintain at least $10,000 or his original investment amount, whichever is less, in the Fund unless such requirement is waived by the General Partner.

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Capital Resources

The Fund intends to raise additional capital only through the sale of Units offered pursuant to the continuing offering, and does not intend to raise any capital through borrowing. Due to the nature of the Fund’s business, the Fund does not contemplate making capital expenditures.

Contractual Obligations

The Fund does not have any contractual obligations of the type contemplated by Regulation S-K 303(a)(5). The Fund’s sole business is trading futures and forward currency contracts, both long (contracts to buy) and short (contracts to sell).

Off-Balance Sheet Risk

The term “off-balance sheet risk” refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may result in future obligation or loss. The Fund trades in futures and forward contracts and is therefore a party to financial instruments with elements of off-balance sheet market and credit risk. In entering into these contracts there exists a risk to the Fund, market risk, that such contracts may be significantly influenced by market conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the futures interests positions of the Fund at the same time, and if the commodity trading advisors were unable to offset futures interest positions of the Fund, the Fund could lose all of its assets and the Limited Partners would realize a 100% loss. Steben & Company, the General Partner, minimizes market risk through diversification of the portfolio allocations to multiple trading advisors, and maintenance of a margin-to-equity ratio that rarely exceeds 30%.

In addition to market risk, in entering into futures and forward contracts there is a risk that the counterparty will not be able to meet its obligations to the Fund. The counterparty for futures contracts traded in the United States and on most foreign exchanges is the clearinghouse associated with such exchange. In general, clearinghouses are backed by the corporate members of the clearinghouse who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this risk. In cases where the clearinghouse is not backed by the clearing members, like some foreign exchanges, it is normally backed by a consortium of banks or other financial institutions.

In the case of forward contracts, which are traded on the inter-bank market rather than on exchanges, the counterparty is generally a single bank or other financial institution, rather than a group of financial institutions; thus there may be a greater counterparty risk. Steben & Company utilizes only those counterparties that it believes to be creditworthy for the Fund. All positions of the Fund are valued each day on a mark-to-market basis. There can be no assurance that any clearing member, clearinghouse or other counterparty will be able to meet its obligations to the Fund.

The Fund will utilize high grade short-term commercial paper, which is an unsecured, short-term debt instrument issued by a corporation with maturities rarely longer than 270 days. Commercial paper is not usually backed by any form of collateral, so only firms with high-quality debt rating will be used. As commercial paper is not backed by the full faith and credit of the U.S. Government, if the issuing corporation defaults on their obligations to the Fund, the Fund bears the risk of loss of the amount expected to be received.

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Results of Operations

The returns for A units for the three and six months ended June 30, 2009 were (3.55%) and (6.06%), respectively (returns of 8.48% and 20.74% respectively – June 30, 2008). The returns for B units for the three and six months ended June 30, 2009 were (3.12%) and (5.23%), respectively (returns of 8.94% and 21.78%, respectively – June 30, 2008). Further analysis of the trading gains and losses is provided below.

Past Results Are Not Indicative of Future Performance

2009

A Units of the Fund were up 0.61% for the month of January 2009 and B Units were up 0.76%. January ended with the Fund realizing profits in five out of six market sectors. In contrast to the trends of the last few months, many of the markets traded by the Fund were directionless. General optimism after the Obama transition along with government intervention into the world’s financial markets seemed to dampen the steady declines in equity prices experienced in recent quarters. The energy sector was profitable, driven by gains from crude oil and natural gas, whose prices continued to decline on slowing demand and rising inventory levels. Similarly, industrial metals such as aluminum, nickel and zinc also declined due to inventory build-ups, benefiting the Fund’s short positions. In foreign currencies, the U.S. dollar strengthened as risk adverse investors continued to seek the perceived safety of the U.S. currency. Interest rate instruments edged lower during the month which went against the Fund’s long bond positions.

A Units of the Fund were down 0.11% for the month of February 2009 and B Units were up 0.04%.The Fund ended the month essentially flat as most markets continued to trade within relatively narrow price ranges. Global equity markets continued to decline amid further weak economic data and a deepening recession. This decline benefited the Fund’s short positions in equity indices. The energy sector finished with modest profits from short positions in natural gas and heating oil. Agricultural commodities were profitable, despite some losses from a sharp reversal in cocoa markets. Foreign currencies experienced losses this month due to the weakening of the Japanese yen relative to the U.S. dollar. The yen rose about 30% between August 2008 and the start of February, then switched direction against the U.S. Dollar and other major currencies.

A Units of the Fund were down 3.09% for the month of March 2009 and B Units were down 2.95%. During March prices moved against established trends and the Fund’s positions. After equity markets reached a new 12 year low, markets reversed and showed some signs of recovery. The rising equity indices, including the S&P 500, DAX and Nikkei 225 Index, moved against the Fund’s short positions, resulting in losses for the Fund. The US dollar fell sharply following the US Treasury Department’s announcement that it planned to repurchase toxic assets, in an effort to help stimulate bank lending. Most foreign currencies strengthened against the US dollar moving against the Fund’s short foreign currency positions. In the interest rate instrument markets, prices settled higher adding some profit to the Fund’s long positions in that sector.

A Units of the Fund were down 1.94% for the month of April 2009 and B Units were down 1.79%. The Fund finished lower in April as most markets continued to move within narrow trading ranges without exhibiting any significant trends. One exception was in the energy sector where natural gas prices continued in a downward trend generating profits for the Fund’s short positions. A rally in global equities that began in March continued through April. The rising equity prices generated profits for the Fund’s long positions in this sector which helped to offset losses from other sectors. The Fund’s biggest losses came from interest rate instruments, where prices in medium to long term bonds fell, which went against the Fund’s long positions. Industrial metals prices rose toward the end of the month, with aluminum and nickel moving against the Fund’s short positions creating some losses. Agricultural commodities ended flat for the month.

A Units of the Fund were up 1.41% for the month of May 2009 and B Units were up 1.56%. The Fund finished higher this month as profits realized from equity indices, foreign currencies, interest rate instruments, metals and agricultural commodities offset losses incurred in the energy sector. The Fund’s largest profits came from long positions in equity indices which continued to trend higher during the month. The most significant losses derived from the energy sector, which saw sharp price movements in natural gas that went against the Fund’s short positions. The Fund’s long positions in crude oil generated profits that helped reduce losses experienced from natural gas contracts. Interest rate instruments were mixed as rising prices on short term interest rate instruments were profitable, while a sell-off in longer term fixed income markets went against the Fund’s long positions. Profits in foreign currencies came from the Fund’s long positions in the Australian dollar, Swiss franc and South African rand.

A Units of the Fund were down 3.01% for the month of June 2009 and B Units were down 2.87%. The Fund finished lower in June as gains in equity indices, energies, foreign currencies and agricultural commodities were offset by losses from interest rate instruments and metals. The most significant losses occurred in the Fund’s short-term interest rate positions, where prices reversed from previous longer term trends. A sharp sell-off in Eurodollar, short sterling and euribor contracts was fueled by speculation that global central banks may begin to increase short-term interest rates to counteract potential inflationary pressures. The sudden drop in interest rate instrument prices went against the Fund’s long positions. Also in interest rates, weaker than expected forecasts for Japan’s economy sent Japanese government bond (JGB) prices higher, which was a reversal from the price trend in that market. The higher prices generated losses in the Fund’s short JGB positions. Commodity markets rallied during the month which benefited the Fund’s long positions in agricultural commodities, but resulted in losses for short positions in the metals sector. Long positions in the energies were profitable as oil prices made new highs for the year.

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2008

A Units of the Fund were up 1.40% for the month of January 2008 and B Units were up 1.56%. The Fund ended with a net gain in January as profits from interest rate instruments, agricultural commodities and metals offset losses from energy, equity indices and foreign currencies. Global interest rate instruments were the most profitable sector for the Fund as rates trended lower on growing concerns of a possible US recession. Later in the month, the Federal Reserve responded to a sharp sell off in global equity prices with a total 1.25% rate cut that pushed short term rates even lower, benefiting the Fund’s long positions in that sector. Long positions in agricultural commodities were profitable as grain and soybean prices continued an upward trend on strong global demand and declining inventory levels. The largest losses for the month came from the energy sector, where crude oil prices declined after hitting an all time nominal high at the beginning of the month. The fall in oil prices went against the Fund’s long positions.

A Units of the Fund were up 11.56% for the month of February 2008 and B Units were up 11.74%. The Fund finished the month with net profits in all six major market sectors. Physical commodities generated the largest profits as strong demand and tight supplies in a number of commodities drove contract prices to record highs. In the agricultural commodities sector, the Fund’s long positions in soybeans, wheat, coffee, corn and sugar were among the most profitable. Since the start of the year, wheat prices have climbed 21%, while soybeans and coffee were up 27% and 35% respectively. In the energy sector, light crude oil futures hit a new nominal high of $103.05 dollars per barrel. The Fund gained from its long positions in energy, especially crude oil, heating oil, gasoline and kerosene. In the metals sector, the Fund profited from its long positions in both precious and industrial metals including gold, silver, aluminum, platinum and copper. Short positions in equity indices profited as global indices weakened on fears of inflation and a weaker US dollar. Bond prices were mostly unchanged until the final days of the month, when prices jumped in reaction to Fed news about further rate cuts. The net increase in bond prices benefited the Fund’s long bond positions.

A Units of the Fund were down 1.62% for the month of March 2008 and B Units were down 1.49%. The Fund finished lower in March as losses from agricultural products and metals offset profits from equity indices, foreign currencies, energy and interest rate instruments. Financial markets reacted to two announcements by the Federal Reserve that ultimately impacted several market sectors. The Fed cut the federal funds target interest rate by .75% and it also announced it would provide guarantees to JP Morgan Chase for the acquisition of Bear Stearns. Following the announcements, the US dollar which had been trending lower over the past several months, suddenly strengthened. The stronger dollar triggered a rapid sell-off in physical commodities including agricultural, metals and energy, with agricultural commodities generating the largest losses. Overall the Fund ended the first quarter up 11.28% and up 25.15% for the last 12 months.

A Units of the Fund were down 3.05% for the month of April 2008 and B Units were down 2.90%. The Fund finished lower this month as profits from energy were offset by losses from the other five major market sectors. Japanese government bonds fell on reports that inflation in Japan had reached its highest level in a decade. By the end of the month, most domestic and international interest rates had edged higher even after the FOMC announced a .25% rate cut. Overall, the decline in bond prices went against the Fund’s long positions. Agricultural commodity prices continued to decline resulting in losses for the Fund's long positions in that sector. Wheat prices fell more than 6%, reaching five-month lows on news that the government of Ukraine had eased export restrictions. Corn and soybean prices also moved lower. Long positions in the energy sector posted gains as crude oil prices approached $120 per barrel. Concerns over Saudi supplies, Nigerian production disruptions and further evidence of continuing Chinese demand fueled the rise in oil prices.

A Units of the Fund were up 5.14% for the month of May 2008 and B Units were up 5.32%. The Fund finished higher this month with gains in most of the major market sectors. The energy sector generated significant profits as the Fund’s long positions benefited from sustained upward trends in crude oil, gasoline, heating oil and natural gas. Analysts’ explanations for the rise in prices were mixed, but steady demand, supply disruptions and a weak US dollar continued to be the most commonly stated factors. While prices for several energy contracts reached all time highs, other market sectors were relatively quiet this month. Foreign currencies, metals and stock indices all finished with modest profits for the month, with each sector experiencing a mix of offsetting returns. Short-term interest rate instruments were profitable as the Fund’s short positions benefited from a rise in short term international interest rates.

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A Units of the Fund were up 6.42% for the month of June 2008 and B Units were up 6.53%. The Fund’s systematic trading strategies generated profits from trends in all of the major market sectors in June. Crude oil, heating oil, gasoline and natural gas soared to new highs, producing significant profits from the Fund’s long energy sector positions. Higher energy prices, weakness in the U.S. dollar and concerns over inflation drove stock markets into bear market territory. The falling equity prices produced profits from the Fund’s short equity index positions. Agricultural prices rose this month as severe flooding in the U.S. threatened summer crop supplies. The rising prices benefited the Fund’s long positions in soybeans, corn and wheat. The Fund also profited from long positions in metals including copper, gold and zinc.

Disclosures about Certain Trading Activities that Include Non-exchange Traded Contracts Accounted for at Fair Value

The Fund invests in futures and forward currency contracts. Fair value of exchange-traded contracts is based upon exchange settlement prices. Fair value of non-exchange-traded contracts is based on third party quoted dealer values on the Interbank market.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Introduction

The Fund is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and all or a substantial amount of the Fund'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 Fund's main line of business.

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

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

Value at Risk is a measure of the maximum amount which the Fund could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Fund's speculative trading and the recurrence in the markets traded by the Fund of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Fund's experience to date (i.e., "risk of ruin"). Risk of ruin is defined to be no more than a 5% chance of losing 20% or more on a monthly basis. In light of the foregoing as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification included in this section should not be considered to constitute any assurance or representation that the Fund's losses in any market sector will be limited to Value at Risk or by the Fund's attempts to manage its market risk.

Standard of Materiality

Materiality as used in this section, "Quantitative and Qualitative Disclosures about Market Risk," is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, and multiplier features of the Fund's market sensitive instruments.

Quantifying the Fund’s Trading Value at Risk

Quantitative Forward-Looking Statements

The following quantitative disclosures regarding the Fund's market risk exposures contain "forward-looking statements" within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact (such as the dollar amount of maintenance margin required for market risk sensitive instruments held at the end of the reporting period).

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The Fund's risk exposure in the various market sectors traded by the Fund’s Trading Advisors is quantified below in terms of Value at Risk. Due to mark-to-market accounting, any loss in the fair value of the Fund's open positions is directly reflected in the Fund's earnings (realized or unrealized).

Exchange maintenance margin requirements have been used by the Fund as the measure of its Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95% - 99% of any one-day interval. The maintenance margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation. Maintenance margin has been used rather than initial margin, because initial margin includes a credit risk component which is not relevant to Value at Risk.

In the case of market sensitive instruments which are not exchange-traded (which includes currencies and some energy products and metals in the case of the Fund), the margin requirements required by the forward counterparty is used as Value at Risk.

In quantifying the Fund's Value at Risk, 100% positive correlation in the different positions held in each market risk category has been assumed. Consequently, the margin requirements applicable to the open contracts have simply been aggregated to determine each trading category's aggregate Value at Risk. The diversification effects resulting from the fact that the Fund's positions are rarely, if ever, 100% positively correlated, have not been reflected.

Value at Risk as calculated herein may not be comparable to similarly titled measures used by others.

The Fund’s Trading Value at Risk in Different Market Sectors

The following tables indicate the trading Value at Risk associated with the Fund's open positions by market category as of April 30, 2009, May 31, 2009 and June 30, 2009. All open position trading risk exposures of the Fund have been included in calculating the figures set forth below. As of April 30, 2009, May 31, 2009 and June 30, 2009, the Fund's total capitalization was $892,786,744, $935,149,635 and $939,897,754, respectively.

SECOND QUARTER 2009

Market Sector	April 2009 Value at Risk		% of Total Capitalization			May 2009 Value at Risk		% of Total Capitalization			June 2009 Value at Risk		% of Total Capitalization

Agricultural	$	8,391,311		0.94	%	$	8,262,619		0.88	%	$	7,508,645		0.80	%
Currency	$	16,484,915		1.85	%	$	20,828,082		2.23	%	$	23,371,510		2.49	%
Energy	$	12,248,817		1.37	%	$	13,703,927		1.47	%	$	16,564,949		1.76	%
Interest rates	$	28,335,165		3.17	%	$	35,027,653		3.75	%	$	35,048,830		3.73	%
Metal	$	8,077,087		0.90	%	$	10,606,333		1.13	%	$	8,899,188		0.95	%
Stock indices	$	11,405,364		1.28	%	$	12,837,416		1.37	%	$	19,738,147		2.10	%
Total	$	84,942,659		9.51	%	$	101,266,030		10.83	%	$	111,131,269		11.83	%

Of the (3.55%) and (6.06%) return for the three and six months ended June 30, 2009 for A Units, approximately (1.62%) and (2.67%) was due to trading loss (after commissions) and approximately 0.12% and 0.38% was due to interest income, offset by approximately (2.05%) and (3.77%) in incentive fees, management fees, selling agents’ fees and operating expenses borne by the Fund, respectively. Of the (3.12%) and (5.23%) return for the three and six months ended June 30, 2009 for B Units, approximately (1.63%) and (2.71%) was due to trading loss (after commissions) and approximately 0.12% and 0.38% was due to interest income, offset by approximately (1.61%) and (2.90%) in incentive fees, management fees, selling agents’ fees and operating expenses borne by the Fund, respectively.

Material Limitations on Value at Risk as an Assessment of Market Risk.

The face value of the market sector instruments held by the Fund is typically many times the applicable maintenance margin requirement (maintenance margin requirements generally ranging between approximately 1% and 10% of contract face value) as well as many times the capitalization of the Fund. The magnitude of the Fund's open positions creates a "risk of ruin" not typically found in most other investment vehicles. Because of the size of its positions, certain market conditions - unusual, but historically recurring from time to time - could cause the Fund to incur severe losses over a short period of time. The foregoing Value at Risk tables - as well as the past performance of the Fund - gives no indication of this "risk of ruin."

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Non-Trading Risk

The Fund has non-trading market risk on its foreign cash balances not needed for margin. However, these balances (as well as the market risk they represent) are immaterial. The Fund also has non-trading market risk as a result of investing a substantial portion of its available assets in Government-sponsored enterprises and high grade commercial paper. The market risk represented by these investments is immaterial.

Qualitative Disclosures Regarding Primary Trading Risk Exposures.

The following qualitative disclosures regarding the Fund's market risk exposures - except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Fund manages its primary market risk exposures - constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. The Fund's primary market risk exposures as well as the strategies used and to be used by the Fund’s Trading Advisors for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Fund's risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of the Fund. There can be no assurance that the Fund's current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short- or long-term. Investors must be prepared to lose all or substantially all of their investment in the Fund.

The following were the primary trading risk exposures of the Fund as of June 30, 2009, by market sector.

Agricultural

The Fund's agricultural exposure is primarily to soybeans, wheat, corn, and coffee.

Currencies

Exchange rate risk is the principal market exposure of the Fund. The Fund's currency exposure is to exchange rate fluctuations, primarily fluctuations which disrupt the historical pricing relationships between different currencies and currency pairs. These fluctuations are influenced by interest rate changes as well as political and general economic conditions. The Fund trades various currencies, including cross-rates - i.e., positions between two currencies other than the U.S. Dollar. The General Partner does not anticipate that the risk profile of the Fund's currency sector will change significantly in the future.

Energy

The Fund's primary energy market exposure is to gas and oil price movements, often resulting from political developments, ongoing conflicts or production interruptions in the Middle East and other oil producing nations. Crude oil, heating oil and unleaded gas are the dominant energy market exposures of the Fund. Oil and gas prices can be volatile and substantial profits and losses have been and are expected to continue to be experienced in this market.

Interest Rates

Interest rate risk is a significant market exposure of the Fund. Interest rate movements directly affect the price of the sovereign bond futures positions held by the Fund and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries materially impact the Fund's profitability. The Fund's primary interest rate exposure is to interest rate fluctuations in the United States, Japan, Great Britain, the European Economic Union, Sweden, Canada, Australia and New Zealand. The General Partner anticipates that interest rates fluctuations will remain the primary market exposure of the Fund for the foreseeable future.

Metals

The Fund's metals market exposure is primarily to fluctuations in the price of aluminum, copper, gold, nickel and zinc.

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Stock Indices

The Fund's primary equity exposure is to equity price risk in many countries other than the U.S. The stock index futures traded by the Fund are limited to futures on broadly based indices. The Fund is primarily exposed to the risk of adverse price trends or static markets in the major U.S., European and Japanese indices. (Static markets would not cause major market changes but would make it difficult for the Fund to avoid being "whipsawed" into numerous small losses.)

Qualitative Disclosures Regarding Non-Trading Risk Exposure.

The following were the only non-trading risk exposures of the Fund as of June 30, 2009.

Foreign Currency Balances

The Fund's primary foreign currency balances are in Euros, Japanese Yen, British Pounds, Australian Dollars, Hong Kong dollars and Canadian dollars. The Fund controls the non-trading risk of these balances by regularly converting these balances back into dollars (no less frequently than once a week).

U.S. Government Securities, Government-Sponsored Enterprises, Commercial Paper Securities and Corporate Notes

The Fund utilizes UBS Financial Services, Inc. as its cash management securities brokers for the investment of some margin excess amounts into short-term fixed income instruments, either directly or through liquid money market funds, including high grade commercial paper (interest bearing with some credit risk), Government-sponsored enterprises (interest bearing and credit risk free) and corporate notes with durations no longer than one year. In addition, U.S. Government securities are held with Newedge USA, LLC. Violent fluctuations in prevailing interest rates could cause immaterial mark-to-market losses on the Fund's short term investments; although substantially all of these short term investments are held to maturity.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

The means by which the Fund and the Fund’s Trading Advisors, severally, attempt to manage the risk of the Fund's open positions is essentially the same in all market categories traded. The Fund’s Advisors apply risk management policies to their respective trading which generally limit the total exposure that may be taken. In addition, the Trading Advisors generally follow proprietary diversification guidelines (often formulated in terms of the balanced volatility between markets and correlated groups).

The Fund is unaware of any (i) anticipated known demands, commitments or capital expenditures; (ii) material trends, favorable or unfavorable, in its capital resources; or (iii) trends or uncertainties that will have a material effect on operations. From time to time, certain regulatory agencies have proposed increased margin requirements on futures contracts. Because the Fund generally will use a small percentage of assets as margin, the Fund does not believe that any increase in margin requirements, as proposed, will have a material effect on the Fund's operations.

Item 4: Controls and Procedures

Steben & Company, Inc., the General Partner of the Fund, with the participation of the General Partner's Chief Executive Officer and Chief Financial Officer (principal executive officer and principal financial officer, respectively), has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) with respect to the Fund as of the end of the period covered by this quarterly report. Based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective. There were no changes in the General Partner's internal control over financial reporting applicable to the Fund identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the last fiscal quarter that have materially affected, or is reasonably likely to materially affect, internal control over financial reporting applicable to the Fund.

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PART II-OTHER INFORMATION

Item 1: Legal Proceedings.

None

Item 1A: Risk Factors.

There have been no material changes from the risk factors disclosed in the Fund’s Form 10-K for the year-ended December 31, 2008.

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

Between April and June 2009, the Fund issued Units at monthly closings as set forth in the following chart. However, pursuant to Regulation Section 229.701 Item 701(d), the Fund enjoys the private offering exemption within the Securities Exchange Act of 1933 Section 4(2). The Fund is privately offered and sold to “accredited investors” as defined in Securities Exchange Act of 1933 Rule 501(a).

Schedule on Number and Dollar Amount of Interests
(Additions)
(Includes both A and B Units)

Month	Dollar Amount of Interests		Number of Additional Units
	Sold		Sold
April 2009	$	39,934,756		7,555.1874
May 2009	$	39,518,828		7,504.6071
June 2009	$	41,726,116		7,778.3482

Item 3: Defaults Upon Senior Securities

Not applicable.

Item 4: Submissions of Matters to a vote of Security Holders.

None

Item 5: Other Information

None

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Item 6: Exhibits.

(a)

Exhibits and Index.

The following exhibits filed herewith.

Exhibit No.	Description of Document	Page No.

31.01	Certification of Kenneth E. Steben, Chief Executive Officer, pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.	E-2

31.02	Certification of Ahmed S. Hassanein, Chief Operating Officer and Chief Financial Officer, pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.	E-3

32.01	Certification of Kenneth E. Steben, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of The Sarbanes-Oxley Act of 2002.	E-4

32.02	Certification of Ahmed S. Hassanein, Chief Operating Officer and Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of The Sarbanes-Oxley Act of 2002.	E-5

(b)

Reports.

None.

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SIGNATURES

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

FUTURES PORTFOLIO FUND,

LIMITED PARTNERSHIP

(Registrant)

By:	Steben & Company, Inc.
	General Partner

By:	/s/ Kenneth E. Steben	August 14, 2009
	Kenneth E. Steben
	Chief Executive Officer
	(Principal Executive Officer)

By:	/s/ Ahmed S.Hassanein	August 14, 2009
	Ahmed S. Hassanein
	Chief Operating Officer and Chief Financial Officer
	(Principal Financial Officer)

E-1

By:	/s/ Kenneth E. Steben	Date: August 14, 2009
	Kenneth E. Steben
	Chief Executive Officer
	(Principal Executive Officer)

By:	/s/ Ahmed S. Hassanein	Date: August 14, 2009
	Ahmed S. Hassanein
	Chief Operating Officer and Chief Financial Officer
	(Principal Financial Officer)