Exhibit 13.01 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ------------------------------------------------------- To the Partners Futures Portfolio Fund, Limited Partnership We have audited the accompanying statements of financial condition of Futures Portfolio Fund, Limited Partnership, including the condensed schedules of investments, as of December 31, 2004 and 2003, and the related statements of operations, cash flows and changes in partners' capital (net asset value) for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Futures Portfolio Fund, Limited Partnership as of December 31, 2004 and 2003, and the results of its operations, cash flows and the changes in its net asset values for the years then ended, in conformity with U.S. generally accepted accounting principles. /s/ Arthur F. Bell, Jr. & Associates, L.L.C. Hunt Valley, Maryland February 11, 2005 FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP STATEMENTS OF FINANCIAL CONDITION December 31, 2004 and 2003 --------------- 2004 2003 ---- ---- ASSETS Equity in broker trading accounts Cash $177,902,239 $ 14,155,901 United States government securities (cost, including accrued interest, - $35,992,200 and $56,225,381) 35,992,200 56,225,381 Unrealized gain on open contracts 8,261,541 6,241,625 ------------ ------------- Deposits with brokers 222,155,980 76,622,907 Cash and cash equivalents 33,448,634 11,197,196 United States government agency securities (cost, including accrued interest, - $9,944,295 and $0) 9,944,295 0 Unrealized gain (loss) on open forward currency contracts (1,572,160) 797,823 ------------ ------------- Total assets $263,976,749 $ 88,617,926 ============ ============= LIABILITIES Accounts payable $ 5,365 $ 86,600 Commissions and other trading fees on open contracts 90,930 30,210 General Partner management fee 425,845 129,471 General Partner 1% allocation 21,822 51,410 Advisor management fees 823,369 94,910 Advisor incentive fees 672,681 1,678,712 Selling agents fee 336,382 97,499 Redemptions payable 1,492,430 186,717 Subscriptions received in advance 5,306,668 8,496,538 ------------ ------------- Total liabilities 9,175,492 10,852,067 ------------ ------------- PARTNERS' CAPITAL (Net Asset Value) Class A Interests - 56,716.3746 and 16,350.3885 units outstanding at December 31, 2004 and 2003 194,513,666 55,901,105 Class B Interests - 14,666.9737 and 5,435.3839 units outstanding at December 31, 2004 and 2003 60,287,591 21,864,754 ------------ ------------- Total partners' capital (Net Asset Value) 254,801,257 77,765,859 ------------ ------------- $263,976,749 $ 88,617,926 ============ ============= See accompanying notes. 2 FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP CONDENSED SCHEDULE OF INVESTMENTS December 31, 2004 --------------- UNITED STATES GOVERNMENT AND AGENCY SECURITIES - ---------------------------------------------- Maturity % of Net Face Value Date Description Value Asset Value ---------- ---- ----------- ----- ----------- $10,000,000 03/22/05 Federal Home Loan Mortgage Corporation Discount Note $ 9,944,295 3.90 % 36,000,000 01/06/05 U.S. Treasury Bill 35,992,200 14.13 % ------------ --------- Total United States government and agency securities (cost, including accrued interest, - $45,936,495) $45,936,495 18.03 % =========== ========= LONG FUTURES CONTRACTS - ---------------------- % of Net Description Value Asset Value ----------- ----- ----------- Agricultural $ 961,451 0.38 % Currency 1,754,893 0.69 % Energy (198,627) (0.08)% Interest rate 1,715,930 0.67 % Metal 2,491,362 0.98 % Stock index 2,189,269 0.86 % ------------- ---------- Total long futures contracts $ 8,914,278 3.50 % ------------ ---------- SHORT FUTURES CONTRACTS - ----------------------- % of Net Description Value Asset Value ----------- ----- ----------- Agricultural $ (51,895) (0.02)% Energy 775,428 0.30 % Interest rate 394,937 0.16 % Metal (1,771,207) (0.70)% ------------- ---------- Total short futures contracts $ (652,737) (0.26)% -------------- ---------- Total futures contracts $ 8,261,541 3.24 % ============ ========== FORWARD CURRENCY CONTRACTS - -------------------------- % of Net Description Value Asset Value ----------- ----- ----------- Long forward currency contracts $ 8,968,638 3.52 % Short forward currency contracts (10,540,798) (4.14)% ------------- ---------- Total forward currency contracts $ (1,572,160) (0.62)% ============ ========== 3 See accompanying notes. 4 FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP CONDENSED SCHEDULE OF INVESTMENTS December 31, 2003 --------------- UNITED STATES GOVERNMENT SECURITIES - ----------------------------------- Maturity % of Net Face Value Date Description Value Asset Value ---------- ---- ----------- ----- ----------- $16,000,000 06/03/04 U.S. Treasury Bill $15,931,137 20.49 % 12,300,000 05/06/04 U.S. Treasury Bill 12,256,220 15.76 % 10,000,000 02/19/04 U.S. Treasury Bill 9,985,990 12.84 % 6,500,000 04/01/04 U.S. Treasury Bill 6,484,069 8.34 % 5,000,000 03/11/04 U.S. Treasury Bill 4,990,348 6.42 % Other U.S. Treasury Bills 6,577,617 8.45 % ----------- --------- Total United States government securities (cost, including accrued interest, - $56,225,381) $56,225,381 72.30 % =========== ========= LONG FUTURES CONTRACTS - ---------------------- % of Net Description Value Asset Value ----------- ----- ----------- Agricultural $ 578,883 0.74 % Currency 3,393,879 4.36 % Energy 115,841 0.15 % Interest rate (210,196) (0.27)% Metal 2,888,152 3.72 % Stock index 910,629 1.17 % ----------- ---------- Total long futures contracts $ 7,677,188 9.87 % ----------- ---------- SHORT FUTURES CONTRACTS - ----------------------- % of Net Description Value Asset Value ----------- ----- ----------- Agricultural $ (25,120) (0.03)% Currency (1,006,522) (1.30)% Interest rate (111,541) (0.14)% Metal (292,380) (0.38)% ----------- ---------- Total short futures contracts $(1,435,563) (1.85)% ----------- ---------- Total futures contracts $ 6,241,625 8.02 % =========== ========== FORWARD CURRENCY CONTRACTS - -------------------------- % of Net Description Value Asset Value ----------- ----- ----------- Long forward currency contracts $ 894,946 1.15 % Short forward currency contracts (97,123) (0.12)% ----------- ---------- Total forward currency contracts $ 797,823 1.03 % =========== ========== 5 See accompanying notes. 6 FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP STATEMENTS OF OPERATIONS For the Years Ended December 31, 2004 and 2003 --------------- 2004 2003 ---- ---- TRADING GAINS Gain (loss) from trading Realized $ 17,106,196 $ 2,771,942 Change in unrealized (350,067) 6,236,904 Brokerage commissions (1,346,001) (246,478) ------------ ----------- Gain from trading 15,410,128 8,762,368 ------------ ----------- NET INVESTMENT (LOSS) Income Interest income 1,863,091 339,961 ------------ ----------- Expenses General Partner management fee 3,397,591 655,881 General Partner 1% allocation 21,822 51,412 Advisor management fees 2,517,558 384,029 Advisor incentive fees 4,956,093 2,101,829 Selling agents fee 2,733,183 480,685 Operating expenses 3,233,508 440,770 ------------ ----------- Total expenses 16,859,755 4,114,606 Operating expenses waived (1,746,960) (101,857) ------------ ----------- Net total expenses 15,112,795 4,012,749 ------------ ----------- Net investment (loss) (13,249,704) (3,672,788) ------------ ----------- NET INCOME $ 2,160,424 $ 5,089,580 ============ =========== 2004 2003 ---- ---- Class A Class B Class A Class B ------- ------- ------- ------- NET INCOME PER UNIT (based on weighted average number of units outstanding during the year) $ 31.53 $ 93.28 $485.93 $588.82 ======== ======== ======= ======= INCREASE IN NET ASSET VALUE PER UNIT $ 10.64 $ 87.76 $452.19 $597.06 ======== ======== ======= ======= See accompanying notes. 7 FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2004 and 2003 --------------- 2004 2003 ---- ---- Cash flows from (for) operating activities Net income $ 2,160,424 $ 5,089,580 Adjustments to reconcile net income to net cash from (for) operating activities: Net change in unrealized 350,067 (6,236,904) Increase in accounts payable and accrued expenses 207,582 2,105,824 Net proceeds (purchases) of investments in United States government and agency securities 10,288,886 (51,481,493) -------------- ------------- Net cash from (for) operating activities 13,006,959 (50,522,993) -------------- ------------- Cash flows from (for) financing activities Subscriptions received in advance 5,306,668 8,496,538 Addition of units 173,667,380 63,566,089 Redemption of units (5,983,231) (864,874) -------------- ------------- Net cash from financing activities 172,990,817 71,197,753 -------------- ------------- Net increase in cash and cash equivalents 185,997,776 20,674,760 Cash and cash equivalents Beginning of year 25,353,097 4,678,337 -------------- ------------- End of year $211,350,873 $ 25,353,097 ============== ============= End of year cash and cash equivalents consists of: Cash in broker trading accounts $177,902,239 $ 14,155,901 Cash and cash equivalents 33,448,634 11,197,196 -------------- ------------- Total end of year cash and cash equivalents $211,350,873 $ 25,353,097 ============== ============= See accompanying notes. 8 FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE) For the Years Ended December 31, 2004 and 2003 --------------- Class A Interests Class B Interests ----------------- ------------------ Units Value Units Value Total ----- ----- ----- ----- ----- Balances at December 31, 2002 1,240.5575 $ 3,680,442 1,832.4761 $ 6,277,366 $ 9,957,808 Net income for the year ended December 31, 2003 3,199,008 1,890,572 5,089,580 Additions 15,267.5787 49,541,847 3,740.1800 14,228,215 63,770,062 Redemptions (157.7477) (520,192) (137.2722) (531,399) (1,051,591) ------------ ------------- ------------ ------------- ------------ Balances at December 31, 2003 16,350.3885 55,901,105 5,435.3839 21,864,754 77,765,859 Net income for the year ended December 31, 2004 1,233,969 926,455 2,160,424 Additions 42,634.5145 145,063,460 9,159.2385 37,100,458 182,163,918 Redemptions (1,093.8480) (3,709,181) (911.8706) (3,579,763) (7,288,944) Transfers (1,174.6804) (3,975,687) 984.2219 3,975,687 0 ----------- ------------- ------------ ------------- ------------ Balances at December 31, 2004 56,716.3746 $194,513,666 14,666.9737 $ 60,287,591 $254,801,257 ============ ============= ============ ============= ============ Net Asset Value Per Unit ---------------------------------------------------------------------------------------------- December 31, December 31, December 31, 2004 2003 2002 ---- ---- ---- Class A Class B Class A Class B Class A Class B ------- ------- ------- ------- ------- ------- $3,429.59 $4,110.43 $3,418.95 $4,022.67 $2,966.76 $3,425.61 ========= ========= ========= ========= ========= ========= See accompanying notes. 9 FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS --------------- Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ----------------------------------------------------------- A. General Description of the Partnership Futures Portfolio Fund, Limited Partnership (the Partnership) is a Maryland limited partnership which operates as a commodity investment pool. The Partnership utilizes professional trading advisors to engage in the trading of futures contracts, forward currency contracts and other financial instruments. B. Regulation The Partnership is a registrant with the Securities and Exchange Commission (SEC) pursuant to the Securities Exchange Act of 1934 (the Act). As a registrant, the Partnership is subject to the regulations of the SEC and the informational requirements of the Act. As a commodity pool, the Partnership 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 Partnership executes transactions. Additionally, the Partnership is subject to the requirements of Futures Commission Merchants (brokers) and interbank market makers through which the Partnership trades. C. Method of Reporting The Partnership's financial statements are presented in accordance with accounting principles generally accepted in the United States of America, which require the use of certain estimates made by the Partnership's management. Gains or losses are realized when contracts are liquidated. Unrealized gains and losses on open contracts (the difference between contract trade price and market price) are reported in the statement 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 No. 39 - "Offsetting of Amounts Related to Certain Contracts." Any change in net unrealized gain or loss from the preceding period is reported in the statement of operations. United States government and agency securities are stated at cost plus accrued interest, which approximates market value. 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 of outstanding units of Class A or Class B. D. Cash and Cash Equivalents Cash and cash equivalents includes cash and an investment in a money market mutual fund. E. Brokerage Commissions Brokerage commissions include other trading fees and are charged to expense when contracts are opened. F. Income Taxes 10 The Partnership prepares calendar year U.S. and applicable state information tax returns and reports to the partners their allocable shares of the Partnership's income, expenses and trading gains or losses. FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS (CONTINUED) --------------- Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ----------------------------------------------------------- (CONTINUED) ----------- G. Foreign Currency Transactions The Partnership'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. H. Classes of Interests The Partnership 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 General Partner's management fee and selling agents fee. 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 General Partner management fee and selling agents fee, are allocated pro rata between Class A and Class B Interests. The General Partner management fee and selling agents fee applicable to each class of Interest is then charged to each class. All items of income or loss allocated to each class of Interest is then allocated pro rata to each Limited Partner within each class. I. Reclassification Certain amounts in the December 31, 2003 statement of financial condition were reclassified to conform with the December 31, 2004 statement of financial condition presentation. Note 2. GENERAL PARTNER --------------- The General Partner of the Partnership is Steben & Company, Inc., which conducts and manages the business of the Partnership. During the years ended December 31, 2004 and 2003, the General Partner did not maintain a capital balance in the Partnership, however, the sole shareholder of the General Partner has an investment in Class B Interests of the Partnership. During the years ended December 31, 2004 and 2003, the General Partner received the following compensation: o Commencing December 1, 2004, Class A Interests paid a monthly management fee equal to 1/12 of 1.95% (1.95% per annum) of the net asset value of the Class A Interests as of the last day of each month. 11 o For the period January 1, 2003 through November 30, 2004, Class A Interests paid a monthly management fee equal to 1/12 of 2% (2% per annum) of the net asset value of the Class A Interests as of the last day of each month. o Class A Interests paid a monthly selling agents fee equal to 1/12 of 2% (2% 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 fee to the respective selling agent. If the selling agents fee is not paid to the selling agent, or the General Partner was the selling agent, such portion of the selling agents fee is retained by the General Partner. FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS (CONTINUED) --------------- Note 2. GENERAL PARTNER (CONTINUED) --------------------------- o Commencing May 1, 2003, Class B Interests paid a monthly management fee equal to 1/12 of 1.95% (1.95% per annum) of the net asset value of the Class B Interests as of the last day of each month. o Commencing May 1, 2003, Class B Interests paid a monthly selling agents fee equal to 1/12 of .20% (.20% 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 fee to the respective selling agent. If the selling agents fee is not paid to the selling agent, or the General Partner was the selling agent, such portion of the selling agent fee is retained by the General Partner. o For the period January 1, 2003 through April 30, 2003, Class B Interests paid a monthly management fee equal to 1/12 of 1.15% (1.15% per annum) of the net asset value of the Class B Interests as of the last day of each month. o For the period January 1, 2003 through April 30, 2003, Class B Interests paid a monthly selling agents fee equal to 1/12 of 1.00% (1.00% 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 fee to the respective selling agent. If the selling agents fee is not paid to the selling agent, or the General Partner was the selling agent, such portion of the selling agents fee is retained by the General Partner. For the period January 1, 2003 through November 30, 2004, the General Partner also received, at the time of subscription, a subscription fee equal to 1% of the subscription amount. The General Partner could reduce or waive this fee in its sole discretion. Additions in the statements of changes in partners' capital (net asset value) are reflected net of such subscription fee. Effective December 1, 2004, the General Partner no longer charges a subscription fee. Pursuant to the terms of the Limited Partnership Agreement, the General Partner receives 1% of any increase or decrease in the Partnership's net assets. Such amount is reflected as the General Partner 1% allocation in the statement of financial condition and the statement of operations. Note 3. COMMODITY TRADING ADVISORS -------------------------- The Partnership has Advisory Agreements with various commodity trading advisors, pursuant to which the Partnership pays each commodity trading advisor a monthly or quarterly management fee equal to 1% or 2% per annum of allocated net assets (as separately defined in each respective Advisory Agreement) and a quarterly incentive fee equal to 20% or 25% of Trading Profits (as separately defined in each respective Advisory Agreement). 12 Note 4. DEPOSITS WITH BROKERS --------------------- The Partnership 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 Partnership earns interest income on its assets deposited with the brokers. Note 5. OPERATING EXPENSES ------------------ The Partnership is responsible for all of its operating expenses such as accounting, audit, legal, administrative, marketing and offering expenses, etc. Operating expenses also include salary and administrative costs incurred by the General Partner relating to marketing and administration of the Partnership, 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% of the average month-end net assets of the Partnership are the responsibility of the General Partner. During 2004 and 2003, actual operating expenses exceeded 1% of average month-end net assets of the Partnership by $1,527,551 and $101,857, respectively, with such amounts reflected as operating expenses waived in the statement of operations. Additionally, during 2004, the General Partner voluntarily paid $219,409 of operating expenses of the Partnership, with such amount also reflected as operating expenses waived in the statement of operations. For 2004 and 2003, operating expenses, net of waived operating expenses, were .87% and 1.00%, respectively, of the average month-end net assets. Note 6. SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS -------------------------------------------- Investments in the Partnership 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. Prior to May 1, 2003, investors who subscribed through a selling agent were subject to an up-front sales commission of up to 4% of the subscription amount. If the General Partner acted as the selling agent, the General Partner was entitled to the up-front sales commission, however, during the period January 1, 2003 through April 30, 2003, the General Partner elected not to charge such up-front sales commission to which it was entitled. Additions in the statement of changes in partners' capital (net asset value) are reflected net of such commissions to selling agents. 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 December 31, 2004 and 2003, the Partnership had received subscriptions of $5,306,668 and $8,496,538, respectively, which were additions to the Partnership effective January 1, 2005 and January 1, 2004, respectively. The Partnership 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, subject to restrictions in the Limited Partnership Agreement. Note 7. TRADING ACTIVITIES AND RELATED RISKS ------------------------------------ The Partnership engages in the speculative trading of U.S. and foreign futures contracts and forward currency contracts (collectively, "derivatives"). The Partnership is exposed to both market risk, the risk arising from changes in the market 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 13 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 total cash and other property deposited. Note 7. TRADING ACTIVITIES AND RELATED RISKS (CONTINUED) ------------------------------------------------ The Partnership trades forward currency contracts in unregulated markets between principals and assumes the risk of loss from counterparty nonperformance. Accordingly, the risks associated with forward currency contracts 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 Partnership 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 Partnership assets on deposit may be limited to account insurance or other protection afforded such deposits. For derivatives, risks arise from changes in the market value of the contracts. Theoretically, the Partnership is exposed to a market risk equal to the notional contract value of futures and forward currency contracts purchased and unlimited liability on such contracts sold short. The unrealized gain (loss) on open futures and forward currency contracts is comprised of the following: Futures Contracts Forward Currency Contracts (exchange traded) (non-exchange traded) December 31, December 31, December 31, December 31, 2004 2003 2004 2003 ---- ---- ---- ---- Gross unrealized gains $11,621,802 $ 8,128,348 $ 11,813,827 $ 1,129,789 Gross unrealized losses (3,360,261) (1,886,723) (13,385,987) (331,966) ------------ ------------ ------------- -------------- Net unrealized gain (loss) $ 8,261,541 $ 6,241,625 $ (1,572,160) $ 797,823 ============ ============ ============= ============== 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 market value of their respective investments and, in certain specific circumstances, distributions and redemptions received. Note 8. GUARANTEES ---------- In the normal course of business, the Partnership enters into contracts and agreements that contain a variety of representations and warranties and which provide general indemnifications. The Partnership's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Partnership that have not yet occurred. The Partnership expects the risk of any future obligation under these indemnifications to be remote. 14 FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS (CONTINUED) --------------- Note 9. FINANCIAL HIGHLIGHTS -------------------- The following information presents per unit operating performance data and other supplemental financial data for the years ended December 31, 2004 and 2003. This information has been derived from information presented in the financial statements. December 31, December 31, 2004 2003 ----------------------- ----------------------- Class A Class B Class A Class B Interests Interests Interests Interests --------- --------- --------- --------- Per Unit Performance (for a unit outstanding throughout the entire year) --------------------------------------------------- Net asset value per unit at beginning of year $3,418.95 $4,022.67 $2,966.76 $3,425.61 --------- --------- --------- --------- Income from operations: Gain from trading (1) 283.67 346.07 834.87 956.32 Net investment (loss) (1) (273.03) (258.31) (382.68) (359.26) --------- ---------- ---------- --------- Total income from operations 10.64 87.76 452.19 597.06 --------- ---------- ---------- --------- Net asset value per unit at end of year $3,429.59 $4,110.43 $3,418.95 $4,022.67 ========= ========= ========= ========= Total Return 0.31 % 2.18 % 15.24 % 17.43 % ========= ========= ======== ======== Supplemental Data Ratios to average net asset value: Expenses prior to advisor incentive fees (2) 6.37 % 4.52 % 6.40 % 4.41 % Advisor incentive fees 2.86 % 3.03 % 6.36 % 6.04 % --------- --------- ---------- ---------- Total expenses (2) 9.23 % 7.55 % 12.76 % 10.45 % ========= ========= ======== ======== Net investment (loss) (2), (3) (5.28)% (3.43)% (5.40)% (3.38)% ========= ========= ========= ========= Total returns are calculated based on the change in value of a Class A or Class B unit during the year. An individual partner's total returns and ratios may vary from the above total returns and ratios based on the timing of additions 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 year. 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 year 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 2004 and 2003, the ratios are net of the .13% and .00% effect of the voluntary waiver of operating expenses, respectively. 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 gain from trading activities as shown on the statement of operations. The total amount is then reduced by all expenses other than advisor incentive fees. The resulting amount is divided by the average net asset value for the year. 15 McGladrey & Pullen Certified Public Accountants Report of Independent Registered Public Accounting Firm To the Partners Futures Portfolio Fund L.P. Germantown, Maryland We have audited the accompanying statements of financial condition of Futures Portfolio Fund L.P. as of December 31, 2002 and 2001, and the related statements of operations and changes in partners' capital for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Futures Portfolio Fund L.P. as of December 31, 2002 and 2001, and the results of their operations for the years then ended in conformity with accounting principles generally accepted in the United States of America. McGladrey & Pullen, LLP Chicago, Illinois February 26, 2003 McGladrey & Pullen, LLP is a member firm of RSM International- an affiliation of separate and independent legal entities. FUTURES PORTFOLIO FUND L.P. STATEMENTS OF FINANCIAL CONDITION December 31, 2002 and 2001 ASSETS 2002 2001 - ----------------------------------------------------------------------------------------------------------------------------------- Equity in broker trading accounts: Cash $ 4,467,411 $ 2,661,730 U.S. Government securities, at market value 4,743,888 3,838,300 Unrealized gain on open contracts, net 802,544 265,369 ------------------------------------------------- Deposits with brokers 10,013,843 6,765,399 Cash and cash equivalents 210,926 9,156 Interest receivable - 1,918 ------------------------------------------------- Total assets $ 10,224,769 $ 6,776,473 ================================================= LIABILITIES AND PARTNERS' CAPITAL Liabilities Accrued management fees $ 30,584 $ 23,828 Accrued selling agent fees 11,412 7,373 Other accrued expenses 20,992 12,907 Pending partner additions 203,973 - ------------------------------------------------- Total liabilities 266,961 44,108 ------------------------------------------------- Partners' Capital Limited partners: Class A (units outstanding 2002 1,240.56; 2001 841.68) 3,680,442 2,087,945 Class B (units outstanding 2002 1,832.48; 2001 1,652.02) 6,277,366 4,644,420 ------------------------------------------------- Total partners' capital 9,957,808 6,732,365 ------------------------------------------------- Total liabilities and partners' capital $ 10,224,769 $ 6,776,473 ================================================= The accompanying notes are an integral part of these financial statements. 2 FUTURES PORTFOLIO FUND L.P. STATEMENTS OF OPERATIONS Years Ended December 31, 2002 and 2001 2002 2001 - ----------------------------------------------------------------------------------------------------------------------------------- Investment income, interest Total income $ 132,088 $ 274,125 ------------------------------------------------- Expenses: Management fees 332,734 270,334 Brokerage commissions 55,479 68,452 Incentive fees 494,896 339,957 Administrative 48,693 26,000 ------------------------------------------------- Total expenses 931,802 704,743 ------------------------------------------------- Net investment (loss) (799,714) (430,618) ------------------------------------------------- Realized and unrealized gain (loss) from investments and foreign currency: Net realized gain from futures trading 507,933 865,334 Net realized gain from foreign currency trading 1,305,932 857,678 Net increase (decrease) in unrealized appreciation on open futures positions 537,175 (904,956) ------------------------------------------------- Net realized and unrealized gain from investments and foreign currency trading 2,351,040 818,056 ------------------------------------------------- Net income $ 1,551,326 $ 387,438 ================================================= Net income allocated to limited partners $ 1,551,326 $ 387,438 ================================================= The accompanying notes are an integral part of these financial statements. 3 FUTURES PORTFOLIO FUND L.P. STATEMENTS OF CHANGES IN PARTNERS' CAPITAL Years Ended December 31, 2002 and 2001 Class A Class B Limited Limited Partners Partners Total - ---------------------------------------------------------------------------------------------------------------------------------- Partners' Capital: Limited Partners, 2,437.42 units outstanding (Class A - 794.48; Class B - 1,642.94), December 31, 2000 $ 1,880,892 $ 4,327,849 $ 6,208,741 Proceeds from issuance of 125.56 units (Class A - 59.52; Class B - 66.04) of Limited Partnership interests (net of sales charges) 148,183 180,000 328,183 Redemptions of 69.28 units (Class A - 12.32; Class B - 56.96) of Limited Partnership interests (29,986) (162,011) (191,997) Net income 88,856 298,582 387,438 -------------------------------------------------------------- Partners' Capital: Limited Partners, 2,493.70 units outstanding (Class A - 841.68; Class B - 1,652.02), December 31, 2001 2,087,945 4,644,420 6,732,365 Proceeds from issuance of 713.84 units (Class A - 432.61; Class B - 281.23) of Limited Partnership interests (net of sales charges) 1,174,784 870,805 2,045,589 Redemptions of 134.50 units (Class A - 33.73; Class B - 100.77) of Limited Partnership interests (89,248) (282,224) (371,472) Net income 506,961 1,044,365 1,551,326 -------------------------------------------------------------- Partners' Capital: Limited Partners, 3,073.04 units outstanding (Class A - 1,240.56; Class B - 1,832.48), December 31, 2002 $ 3,680,442 $ 6,277,366 $ 9,957,808 ============================================================== Net asset value per limited partner unit, December 31, 2001 $ 2,480.69 $ 2,811.36 ===================================== Net asset value per limited partner unit, December 31, 2002 $ 2,966.76 $ 3,425.61 ===================================== The accompanying notes are an integral part of these financial statements. 4 FUTURES PORTFOLIO FUND L.P. NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------ Note 1. Nature of Business and Significant Accounting Policies Nature of business: Futures Portfolio Fund L.P. (the Partnership) was organized under the Maryland Revised Uniform Limited Partnership Act in May 1989 and operates as a commodity pool. The Partnership engages in the speculative trading of futures, options on futures and forward contracts. It is subject to the regulations of the Commodity Futures Trading Commission (CFTC), an agency of the U. S. Government that regulates most aspects of the commodity futures industry, the rules of the National Futures Association (NFA), an industry self-regulatory organization, and the requirements of commodity exchanges where the Partnership executes transactions. Additionally, the Partnership is subject to the requirements of futures commission merchants (FCMs) through which the Partnership trades. Each limited partner shares in the profits and losses of the Partnership in proportion to its respective interests in each partner class of the Partnership. A limited partner's loss is limited to the amount of its investment. The Partnership has elected not to provide statements of cash flows as permitted by Statement of Financial Accounting Standards No. 102, Statements of Cash Flows - Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities Acquired for Resale. Significant accounting policies are as follows. Offering: The offering of the Partnership's units of limited partnership (the Units) was terminated by the General Partner on September 2, 1991. The Partnership was reopened to accept new investors effective January 6, 1995. As of May 1, 1995, units are being offered in two classes of units, Class A and Class B. These differ only in the General Partner and selling agent ongoing monthly fees, which are reduced in total by 0.85% and 1% per year, respectively, for Class B units. Class B units are offered only at the General Partner's discretion and are intended for larger investments or for groups who commit to larger investments collectively. Units are offered at the net asset value per unit as of the end of the month in which the subscription was received after payment of front-end charges, which may total up to 5%. Such subscriptions are recorded as pending partners' additions until the first day of the next month whey they are accepted as limited partners. Selling agents receive a selling commission up to a maximum amount of 4% of the offering price. The General Partner receives a 1% fee from new subscriptions. 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. Cash and cash equivalents: Cash and cash equivalents include cash in bank and interest-bearing demand deposits with banks. Revenue recognition: Futures contracts are recorded on the trade date and realized gains or losses are recognized when contracts are liquidated. Unrealized gains or losses on open contracts (the difference between contract purchase price and market price) at the date of the statements of financial condition are included in equity in broker trading accounts. Any change in net unrealized gain or loss from the preceding period is reported in the statements of operations. Market value of futures contracts is based upon exchange settlement prices. 5 FUTURES PORTFOLIO FUND L.P. NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------ Note 1. Nature of Business and Significant Accounting Policies (continued) The Partnership may enter into forward foreign currency exchange contracts. When entering into a forward currency contract, the Partnership agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily, and the Partnership's net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the statements of financial condition. Realized and unrealized gains and losses are included in the statements of operations. Foreign currency transactions: The Partnership'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. Income taxes: No provision for income taxes has been made in these financial statements as each partner is individually responsible for reporting income or loss based on its respective share of the Partnership's income and expenses as reported for income tax purposes. The Partnership prepares calendar year U.S. and state information tax returns and reports to the partners their allocable shares of the Partnership's income, expenses, and trading gains or losses. Dissolution of the Partnership: The Partnership will terminate on December 31, 2025, or at an earlier date under certain other circumstances as set forth in the Limited Partnership Agreement. Note 2. General Partner and Related Party Transactions Steben & Company, Inc. is the General Partner of the Partnership. The General Partner is allocated 1% of any increase or decrease in the Partnership's net assets. The amount allocated to the General Partner for the years ended December 2002 and 2001, was $15,670 and $3,913, respectively, and is included in management fees on the statements of operations. Pursuant to the Limited Partnership Agreement, the General Partner is not required to contribute or maintain capital with the Partnership. The sole shareholder of the General Partner has a limited partner investment with the Partnership. In consideration for providing administrative services, the Partnership pays the General Partner .1667% of the monthend net assets of the Partnership (2% annually) for Class A units and .0958% of the month-end net assets of the Partnership (1.15% annually) for Class B units. For the years ended December 31, 2002 and 2001, the General Partner received $114,153 and $93,518, respectively, which is included in management fees on the statements of operations. 6 FUTURES PORTFOLIO FUND L.P. NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------ Note 3. Selling Agents and Commodity Trading Advisors A monthly fee equal to .1667% (2% annually) for Class A units and .0833% (1% annually) for Class B units is charged to the Partnership and paid to selling agents which sold Partnership units. The selling agent fee totaled $106,289 and $86,713 for the years ended December 31, 2002 and 2001, respectively, and is included in management fees on the statements of operations. The Partnership has entered into advisory contracts with Campbell and Company, Inc., Sunrise Capital Partners, LLC, and Willowbridge Associates, Inc. (collectively, the Trading Advisors), which provide that the Partnership's trading activity will be conducted in accordance with instructions from the Trading Advisors. The General Partner is responsible for selecting and monitoring Trading Advisors and allocating the Fund's assets among the Trading Advisors. For the performance of their services, the Trading Advisors receive a monthly management fee of .0833% (1% annually) based on the month-end net assets allocated to the respective Trading Advisor. Management fees include $96,622 and $86,190 paid to the Trading Advisors for the years ended December 31, 2002 and 2001, respectively. Management fees are calculated and paid monthly. The Trading Advisors also receive an incentive fee of 25% based on the net new trading profits, as defined, that the respective Trading Advisor generates. Incentive fees are calculated and paid quarterly. Note 4. Operating Expenses Brokerage commissions include NFA transaction and exchange fees and are accrued on a half-turn basis. The Partnership pays brokerage commissions at a rate of $8.39 to $9.39 per round-turn futures transaction on U.S. exchanges, higher on foreign exchanges. The Partnership pays all ongoing administrative expenses. The General Partner will pay all such costs, other than extraordinary costs, to the extent they exceed 1.25% of the Partnership's average assets per calendar year. The actual percentage for the years ended December 31, 2002 and 2001, was .58% and .39% respectively. Note 5. Schedule of Investments At December 31, 2002, the Partnership's assets were primarily cash and U.S. government securities on deposit with FCMs. The Partnership also had open futures and forward contracts with an unrealized net gain, at market value, of $802,544 consisting of various underlying domestic commodities and foreign currencies with delivery dates in 2003. There are no individual futures or forward contracts with a market value greater than 5% of partners' capital. 7 FUTURES PORTFOLIO FUND L.P. NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------ Note 6. Financial Highlights The following financial highlights reflect activity related to the limited partners' classes only. Total return is based on the change in value during the period of a theoretical investment made at the beginning of each calendar month during the year. Individual investor's ratios may vary from these ratios based on various factors, including and among others, the timing of capital transactions. Class A Class B Limited Limited Partners Partners ------------------------------------------------ Net asset value per unit, January 1, 2001 $ 2,367.45 $ 2,634.21 ------------------------------------------------ Income from investment operations: Net investment (loss) (197.12) (171.13) Net realized and unrealized gain (loss) on investments and foreign currency 310.36 348.28 ------------------------------------------------ Total from investment operations 113.24 177.15 ------------------------------------------------ Net asset value per unit, December 31, 2001 $ 2,480.69 $ 2,811.36 ================================================ Total Return 4.77% 6.72% Ratios as a percentage of average net assets: Expense 12.29% 9.98% Net investment (loss) (8.12)% (5.82)% 8 FUTURES PORTFOLIO FUND L.P. NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------ Note 6. Financial Highlights (continued) Class A Class B Limited Limited Partners Partners ------------------------------------------------ Net asset value per unit, January 1, 2002 $ 2,480.69 $ 2,811.36 ------------------------------------------------ Income from investment operations: Net investment (loss) (264.05) (317.18) Net realized and unrealized gain (loss) on investments and foreign currency 750.03 931.43 ------------------------------------------------ Total from investment operations 486.07 614.25 ------------------------------------------------ Net asset value per unit, December 31, 2002 $ 2,966.76 $ 3,425.61 ================================================ Total Return 19.59% 21.85% Ratios as a percentage of average net assets: Expense 11.36% 11.99% Net investment (loss) (9.75)% (10.29)% The total expense and net investment (loss) ratios above are computed based upon the weighted average net assets of the Partnership for the years ended December 31, 2002 and 2001. Net investment (loss) excludes gain from trading activities. Note 7. Deposits with Brokers The Partnership deposits cash and U.S. Government securities with brokers and FCMs subject to CFTC regulations and various exchange and broker requirements. Margin requirements are satisfied by the deposit of cash and securities with such brokers and FCMs. The Partnership earns interest income on its cash deposited with the brokers and FCMs. Note 8. Distributions and Redemptions The Partnership is not required to make distributions, but may do so at the sole discretion of the General Partner. The General Partner does not presently intend to make any such distributions. A limited partner may request and receive redemption of units owned as of the close of business on the last business day of any calendar month with a minimum of fifteen days' written notice. Each unit will be redeemed at the net asset value per unit on the redemption date, as defined. 9 FUTURES PORTFOLIO FUND L.P. NOTES TO FINANCIAL STATEMENTS - ------------------------------------------------------------------------------ Note 9. Trading Activities and Related Risks The Partnership engages in the speculative trading of U.S. and foreign futures contracts, options on U.S. and foreign futures contracts, and forward contracts (collectively, derivatives). These derivatives include both financial and nonfinancial contracts held as part of a diversified trading strategy. The Partnership is exposed to both market risk, the risk arising from changes in the market value of the contracts; and credit risk, the risk of failure by another party to perform according to the terms of a contract. These instruments involve market risk, credit risk, or both kinds of risks, in excess of the amount recognized in the statements of financial condition. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates. The purchase and sale of futures and options on futures contracts require margin deposits with FCMs. Additional deposits may be necessary for any loss on contract value. The Commodity Exchange Act (CEAct) requires an FCM to segregate all customer transactions and assets from the FCM's proprietary activities. A customer's cash and other property (for example, U.S. Treasury bills) deposited with an FCM are considered commingled with all other customer funds subject to the FCM's segregation requirements. In the event of an FCM'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 the total of cash and other property deposited. Net trading results from derivatives for the years ended December 31, 2002 and 2001, are reflected in the statements of operations. Such trading results reflect the net gain arising from the Partnership's speculative trading of futures contracts, options on futures contract, and forward contracts. For derivatives, risks arise from changes in the market value of the contracts. Theoretically, the Partnership 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 Partnership pays or receives a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Partnership to potentially unlimited liability; for purchased options the risk of loss is limited to the premiums paid. The Partnership's financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents. The Partnership maintains its cash accounts with financial institutions. The total cash balances of the Partnership are insured by the Federal Deposit Insurance Corporation (FDIC) up to $100,000 per depositor, per bank. The Partnership had cash and cash equivalents at December 31, 2002, that exceeded the balance insured by the FDIC. The Partnership monitors such credit risk and has not experienced any losses related to such risks. The General Partner has established procedures to actively monitor and minimize market and credit risks. The limited partners bear the risk of loss only to the extent of the market value of their respective investments and, in certain specific circumstances, distributions and redemptions received. Note 10. Subsequent Event In January and February 2003, there were limited partner additions and redemptions totaling $3,764,500 and $44,000, respectively. 10