==============================================================================

                                  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 March 31, 2006

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

For the transition period from               to

Commission file number:  000-50728


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



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

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

                                 (240) 631-9808
                                 --------------
               Registrant's Telephone Number, Including Area Code:

                          ----------------------------

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]

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

Large accelerated filer [  ]  Accelerated filer [  ]  Non-accelerated filer [X ]

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

Aggregate market value of the voting and non-voting common equity held by
non-affiliates: the registrant is a limited partnership; as of March 31,

2006, 78,118.3251 Class A units and 30,741.9503 Class B units with an
aggregate value of $281,239,646 and $135,640,168 respectively, were
outstanding.
==============================================================================





                                Table of Contents

Part I:     Financial Information

Item 1.    Financial Statements

           Statements of Financial Condition
           March 31, 2006 (Unaudited) and December 31, 2005 (Audited)

           Condensed Schedule of Investments
           March 31, 2006 (Unaudited)

           Condensed Schedule of Investments
           December 31, 2005 (Audited)

           Statements of Operations
           For the Three Months Ended March 31, 2006 and 2005 (Unaudited)

           Statements of Cash Flows
           For the Three Months Ended March 31, 2006 and 2005 (Unaudited)

           Statements of Changes in Partners' Capital (Net Asset Value) - For
           the Three Months Ended March 31, 2006 and 2005 (Unaudited)

           Notes to Financial Statements for the Three Months Ended March 31,
           2006 and 2005 (Unaudited)

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

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

Item 4.    Controls and Procedures

Part II:   Other Information

Item 1.    Legal Proceedings

Item 1A.   Risk Factors

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

Item 3.    Defaults upon Senior Securities

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

Item 5.    Other Information

Item 6.    Exhibits



                                       i



                   FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP
                        STATEMENTS OF FINANCIAL CONDITION
           March 31, 2006 (Unaudited) and December 31, 2005 (Audited)
                                -----------------




                                                                                     March 31,             December 31,
                                                                                         2006               2005

ASSETS
                                                                                                 
   Equity in broker trading accounts                                             $    189,997,057      $   198,497,253
     Cash                                                                                 898,642              695,371
     Interest receivable                                                               22,510,152            8,689,576
     Net unrealized gain on open futures contracts                               -----------------     -----------------

            Deposits with brokers                                                $    213,405,851          207,882,200

   Cash and cash equivalents                                                           52,213,371           54,960,101
   Commercial paper
     (cost, including accrued interest, - $135,915,180 and $124,721,316)              135,915,180          124,721,316
   United States government agency securities
     (cost, including accrued interest, - $49,671,342 and $19,831,111)                 49,671,342           19,831,111
   Net unrealized gain (loss) on open forward currency contracts                          129,758           (6,949,322)
                                                                                 -----------------     -----------------
          Total assets                                                           $    451,335,502      $   400,445,406
                                                                                 =================     =================
 LIABILITIES
   Accounts payable                                                              $      1,118,326       $      533,744
   Commissions and other trading fees on open contracts                                   134,148              107,284
   General Partner management fee                                                         685,965              608,924
   General Partner 1 percent allocation                                                   287,246              149,316
   Advisor management fees                                                              1,499,653            1,325,463
   Advisor incentive fees                                                               2,701,684            2,795,651
   Selling agents' fees                                                                   504,068              462,691
   Redemptions payable                                                                  8,911,026            2,326,682
   Subscriptions received in advance                                                   18,613,572           15,743,538
                                                                                 -----------------     -----------------
            Total liabilities

PARTNERS' CAPITAL (Net Asset Value)                                              $     34,455,688           24,053,293
                                                                                 -----------------     -----------------
  Class A Interests - 78,118.3251 units and 75,378.5969 units
    outstanding at March 31,2006 and December 31,2005                            $    281,239,646          263,005,434
  Class B Interests - 30,741.9503 units and 26,635.1317 units
    outstanding at March 31, 2006 and December 31,2005                           $    135,640,168          113,386,679
                                                                                 -----------------     -----------------
   Total partners' capital (Net Asset Value)                                     $    416,879,814          376,392,113
                                                                                 -----------------     -----------------
   Total liabilities and partners' capital                                       $    451,335,502        $ 400,445,406
                                                                                 =================     =================




                                             See accompanying notes.

                                                    1




                   FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP
                        CONDENSED SCHEDULE OF INVESTMENTS
                                 March 31, 2006
                                   (Unaudited)
                                   ----------



UNITED STATES GOVERNMENT AGENCY SECURITIES
- ------------------------------------------
                                                                                           
                    Maturity                                                                             % of Net
   Face Value         Date      Description                                              Value         Asset Value
   ----------       --------    -----------                                              -----         -----------
 $30,000,000        07/18/06    Fed Home Ln Discount Note                           $    29,597,700          7.10%
  20,542,000        09/19/06    Freddie Mac Discount Note                                20,073,642          4.82%
                                Total United States government agency securities    _______________    ___________
                                (cost, including accrued Interest, = $49,671,342)   $    49,671,342         11.92%
                                                                                    ===============    ===========

COMMERCIAL PAPER
- ----------------
                 Maturity                                                                                % of Net
 Face Value       Date          Description                                               Value         Asset Value
 ----------      --------       -----------                                               -----         -----------
$30,749,000      05/23/06       Daimlerchrysler Na Hldg                             $   30,533,142            7.32%
 10,000,000      07/25/06       General Elec Cap Corp                                    9,855,292            2.36%
 20,339,000      07/25/06       General Elec Cap Corp                                   20,026,486            4.80%
 20,000,000      08/14/06       Societe Generate N Amer                                 19,646,000            4.71%
 10,300,000      08/14/06       UBS Finance Delaware LLC                                10,116,918            2.43%
    700,000      08/14/06       UBS Finance Delaware LLC                                   687,557            0.16%
 20,392,000      08/14/06       UBS Finance Delaware LLC                                20,021,120            4.80%
 25,632,000      09/22/06       Societe Generale N Amer                                 25,028,665            6.00%
                                Total commercial paper securities                   ______________     ____________
                                (cost, including accrued Interest, = $135,915,180)  $  135,915,180           32.58%
                                                                                    ===============    ============

LONG FUTURES CONTRACTS
- ----------------------
                                                                                                         % of Net
                                Description                                               Value         Asset Value
                                -----------                                               -----         -----------
                                Agricultural                                        $      470,371            0.11%
                                Currency                                                   (30,479)          -0.01%
                                Energy                                                   1,451,815            0.35%
                                Interest Rate                                             (401,238)          -0.10%
                                Metal                                                    6,411,062            1.54%
                                Stock Index                                              3,217,717            0.77%
                                                                                    ---------------    ------------
                                Total long futures contracts                            11,119,248            2.66%
                                                                                    ===============    ============


SHORT FUTURES CONTRACTS
- -----------------------
                                                                                                         % of Net
                                Description                                              Value         Asset Value
                                -----------                                              -----         -----------
                                Agricultural                                              314,498            0.08%
                                Currency                                                2,863,426            0.69%
                                Energy                                                   (153,807)          -0.04%
                                Interest Rate                                           9,678,894            2.32%
                                Metal                                                  (1,344,235)          -0.32%
                                Stock Index                                                32,128            0.01%
                                                                                    ---------------    -----------
                                Total short futures contracts                          11,390,904            2.74%
                                                                                    ---------------    -----------
                                Total futures contracts                             $  22,510,152            5.40%
                                                                                    ===============    ============


 FORWARD CURRENCY CONTRACTS
 --------------------------
                                                                                                         % of Net
                                Description                                              Value         Asset Value
                                -----------                                              -----         -----------
                                Long forward currency contracts                     $  (5,993,571)         -1.44%
                                Short forward currency contracts                        6,121,330           1.47%
                                Pending Option Premiums                                     1,999           0.00%
                                                                                    ---------------    ----------
                                Total forward currency contracts                    $     129,758           0.03%
                                                                                    ===============    ===========


                                                See accompanying notes.

                                                          2






                   FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP
                        CONDENSED SCHEDULE OF INVESTMENTS
                                December 31, 2005
                                   (Audited)
                                   ----------



UNITED STATES GOVERNMENT AGENCY SECURITIES
- ------------------------------------------

                                                                                           

                     Maturity                                                                             % of Net
    Face Value         Date     Description                                              Value          Asset Value
    ----------       --------   -----------
   $20,000,000       03/22/06   Fannie Discount Note                                $    19,831,111           5.27%
                                Total United States government agency securities
                                                                                    _______________    _____________
                                (cost, including accrued interest, = $19,831,111)   $    19,831,111           5.27%
                                                                                    ===============    =============

COMMERCIAL PAPER
- ----------------
                     Maturity                                                                             % of Net
    Face Value         Date     Description                                              Value          Asset Value
    ----------       --------   -----------                                              -----         ------------
  $30,222,000        01/23/06   Daimlerchrysler Na Hldg                             $    30,141,845           8.01%
   20,000,000        02/13/06   HSBC Finance Corp                                        19,899,667           5.29%
   10,300,000        02/13/06   ING America Ins Hldgs                                    10,248,082           2.72%
   20,000,000        03/22/06   General E1ec Cap Corp                                    19,825,333           5.27%
   25,000,000        03/22/06   Societe Generale N Amer                                  24,781,944           6.58%
   20,000,000        03/22/06   UBS Finance Delaware LLC                                 19,824,445           5.27%

                                Total commercial paper securities
                                                                                    ===============    =============
                                (cost, including accrued interest, = $124,721,316)  $   124,721,316          33.14%
                                                                                    ===============    =============

LONG FUTURES CONTRACTS
- ----------------------
                                                                                                            %of Net
                                Description                                              Value          Asset Value
                                -----------                                              -----          -----------
                                Agricultural                                        $    2,208,810            0.59%
                                Currency                                                   (38,180)          -0.01%
                                Energy                                                  (1,989,422)          -0.53%
                                Interest Rate                                              572,769            0.15%
                                Metal                                                    6,560,479            1.74%
                                Stock Index                                                493,210            0.13%
                                                                                    _______________    _____________
                                Total long futures contracts                             7,807,666            2.07%
                                                                                    ===============    =============


SHORT FUTURES CONTRACTS
- -----------------------
                                                                                                           % of Net
                                Description                                            Value            Asset Value
                                -----------                                            -----           ------------
                                Agricultural                                           (640,886)             -0.17%
                                Currency                                                153,910               0.04%
                                Energy                                                 (355,062)             -0.09%
                                Interest Rate                                         3,114,494               0.83%
                                Metal                                                (1,217,256)             -0.32%
                                Stock Index                                            (173,290)             -0.05%
                                                                                    _______________    ____________
                                Total short futures contracts                           881,910               0.24%
                                                                                    ______________     _____________
                                Total futures contracts                             $ 8,689,576               2.31%
                                                                                    ===============    =============

FORWARD CURRENCY CONTRACTS
- --------------------------
                                                                                                           % of Net
                                Description                                              Value          Asset Value
                                -----------                                              -----         ------------
                                Long forward currency contracts                     $   (8,197,045)          -2.18%
                                Short forward currency contracts                         1,226,183
                                                                                                              0.33%
                                Pending Option Premiums                                     21,540            0.01%
                                                                                    ---------------    -------------
                                Total forward currency contracts                    $   (6,949,322)           1.84%
                                                                                    ===============    =============
                             See accompanying notes.

                                        3






                   FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP
                            STATEMENTS OF OPERATIONS
               For the Three Months Ended March 31, 2006 and 2005
                                   (Unaudited)
                                  _____________




                                                                                           Three Months Ended
                                                                                                March 31,
                                                                                          2006          2005
                                                                                          ----          ----
TRADING GAINS (LOSSES)

                                                                                                 
  Net realized losses                                                               $ (2,297,390)      $ (10,537,483)
  Change in unrealized gains                                                          20,899,656             485,418
  Brokerage commissions                                                                 (414,310)           (430,194)
                                                                                    ---------------    --------------
                                                                                      18,187,956         (10,482,259)
       Gain (loss) from trading                                                     ---------------    --------------

NET INVESTMENT (LOSS)
   Income                                                                              4,541,650           1,994,049
     Interest income                                                                ---------------    --------------

Expenses
   General Partner management fee                                                      1,990,757           1,244,668
General Partner 1 percent allocation                                                     137,931            (125,809)
Advisor management fees                                                                1,995,457           1,081,914
Advisor incentive fee                                                                  2,708,144             206,630
Selling agents' fees                                                                   1,461,885           1,001,469
Operating expenses                                                                     1,178,491             980,345
                                                                                    ---------------    --------------
     Total expenses                                                                    9,472,665           4,389,217
                                                                                    ---------------    --------------
     Operating expenses waived                                                          (398,192)           (422,368)
                                                                                    ---------------    --------------
     Net total expenses                                                                9,074,473           3,966,849
                                                                                    ---------------    --------------
     Net investment loss                                                              (4,532,823)         (1,972,800)
                                                                                    ===============    ==============
                                                                                    $ 13,655,133       $ (12,455,059)
NET INCOME (LOSS)



                                                                     Three Months Ended March 31,
                                                                   2006                        2005
                                                                   ----                        ----

                                                          Class A       Class B       Class A       Class B
                                                          -------       -------       -------       -------
INCREASE (DECREASE) IN NET ASSET VALUE PER UNIT
                                                          $111.05       $155.19      ($172.63)     ($189.53)
                                                          =======       =======       =======       =======




                                                           4
                                              see accompanymg notes.






                   FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP
                            STATEMENTS OF CASH FLOWS
               For the Three Months Ended March 31, 2006 and 2005
                                   (Unaudited)
                                   ----------




                                                                                           2006                2005
                                                                                           ----                ----
Cash flows from (for) operating activities
                                                                                                 
   Net income (loss)                                                                $   13,655,133     $  (12,455,059)
     Adjustments to reconcile net income (loss) to net
     cash from (for) operating activities
       Net change in unrealized gains                                                  (20,899,655)          (485,418)
       Increase in interest receivable                                                    (203,271)          (610,606)
       Increase in General Partner 1 percent allocation                                                      (103,986)
       Increase in accounts payable and accrued expenses                                   948,017            151,089
       Net sales (purchases) of investments in United States
         government agency securities                                                  (29,840,231)        35,877,912
       Purchases of commercial paper                                                   (11,193,865)                 0
                                                                                    ---------------    ----------------
           Net cash from (for) operating activities                                    (47,533,872)        22,373,932

 Cash flows from (for) financing activities

   Additions of units                                                                   27,047,598         27,226,543
   Subscriptions received in advance                                                    18,613,572         14,792,692
   Redemption of units                                                                  (9,374,224)        (5,149,568)
                                                                                    ---------------    ----------------
           Net cash fTom financing activities                                           36,286,946         36,869,667

Net increase (decrease) in cash                                                        (11,246,926)        59,243,599

Cash and cash equivalents
   Beginning of period                                                                 253,457,354        211,350,873
                                                                                    ---------------    ----------------
   End of period                                                                    $  242,210,428     $  270,594,472
                                                                                    ===============    =================
   End of period cash consists of:
     Cash in broker trading accounts                                                $  189,997,057     $  236,217,590
     Cash and cash equivalents                                                          52,213,371         34,376,882
                                                                                    ---------------    ----------------

           Total end of period cash                                                 $  242,210,428      $ 270,594,472
                                                                                    ===============    =================
                                       See accompanying notes.

                                                   5





                  FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP
         STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
              For the Three Months Ended March 31, 2006 and 2005
                                  (Unaudited)

                                  ----------






                                             Class A Interests              Class B Interests
                                             -----------------              -----------------
                                            Units          Value          Units          Value         Total
                                            -----          -----          -----          -----         -----
    Three Months Ended March 31, 2006
                                                                                  

    Balances at December 31,2005         75,378.5969   $263,005,434  26,635.1317  $113,386,679   $376,392,113
    Net income for the three months
      ended March 31,2006                                8,853,281                   4,801,852     13,655,133
    Additions                            6,523.5427     22,777,615    4,687.3488    20,013,521     42,791,136
    Redemptions                         (3,663.9062)   (12,974,633)   (678.6703)   (2,983,935)   (15,958,568)
     Transfers                            (119.9083)      (422,051)     98.1401       422,051              0
                                      --------------- -------------- ------------ ------------- ---------------
    Balances at March 31,2006            78,118.3251   $281,239,646  30,741.9503  $135,640,168  $416,879,814
                                      =============== ============== ============ ============= ===============


                                             Class A Interests              Class B Interests
                                             -----------------              -----------------
                                            Units          Value          Units          Value         Total
                                            -----          -----          -----          -----         -----
    Three Months Ended March 31, 2005
    Balances at December 31,2004         56,716.3746   $194,513,666  14,666.9737  $ 60,287,591  $254,801 ,257
    Net (loss) for the three months
      ended March 31,2005                               (9,791,682)                (2,663,377)   (12,455,059)
    Additions                             6,154.3629     20,004,703   3,228.3613    12,528,508
                                                                                                   32,533,211
    Redemptions                         (1,700.2618)    (5,498,475)   (271.5557)   (1,050,100)    (6,548,575)
    Transfers                              (37.7372)      (121,242)      24.8403        95,879       (25,363)
                                      --------------- -------------- ------------ ------------- ---------------
    Balances at March 31,2005            61,132.7385   $199,106,970  17,648.6196  $ 69,198,501   $268,305,471
                                      =============== ============== ============ ============= ===============







                                     Net Asset Value Per Unit


- ---------------------------------------------------------------------------------------------------



       March 31, 2006         December 31, 2005          March 31, 2005        December 31, 2004

 Class A        Class B     Class A      Class B     Class A     Class B     Class A       Class B
 -------        -------     -------      -------     -------     --------    -------       -------
                                                                     
$3,600.18      $4,412.22   $3,489.13    $4,257.03    $3,256.96   $3,920.90   $3,429.59     $4,110.43


                             See accompanying notes.





                                       6



                  FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP
                         NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)

                                  ----------

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.

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

           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 securities and agency securities and
                 Commercial Paper 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 or outstanding units of Class A
                 or Class B.

           D.    Cash Equivalents

                 Cash equivalents are highly liquid investments with original
                 maturity of three months or less that are not held for sale
                 in the normal course of business.

           E.    Brokerage Commissions

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

           F.    Income Taxes

                 The Partnership prepares calendar year U.S. and applicable
                 state information tax returns. The Partnership is not
                 subject to federal income taxes as each partner is
                 individually liable for his or her allocable share of the
                 Partnership's income, expenses and trading gains or losses.
                 The Partnership however, may be required to file

                                      7


                  FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)

                                  ----------

                  returns and pay tax in various state and local jurisdictions
                  as a result of its operations or the residency of its
                  partners.

            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 agent's 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 agent's fee, are allocated pro
                  rata between Class A and Class B Interests. The General
                  Partner management fee and selling agent's 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
                  are then allocated pro rata to each Limited Partner within
                  each class.


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 three months ended March 31, 2006 and 2005, 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 three months ended March 31, 2006 and 2005, 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 percent (1.95
                 percent 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 percent (2 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' fee 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' fee are retained by the General Partner.
           o     Class B Interests paid 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.



                                      8




                  FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)

                                  ----------

Note  2:   GENERAL PARTNER (CONTINUED)
           ---------------------------

           o     Class B Interests paid a monthly selling agents' fees equal
                 to 1/12 of .20 percent (.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 portion 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 Partnership's net assets. Such amount is reflected as the
           General Partner 1 percent 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 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 or 25
           percent of net new Trading Profits (as separately defined in each
           respective Advisory Agreement).


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. 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 percent of the average month-end net assets of the
           Partnership are the responsibility of the General Partner. For the
           three months ended March 31, 2006 and 2005, actual operating
           expenses exceeded .25 percent (pro rated operating expense
           limitation) of average month-end net assets of the Partnership by
           $146,934 and $ 344,719, respectively, with such amount included in
           operating expenses waived in the statement of operations.
           Additionally, during the three months ended March 31, 2006 and
           2005, the General Partner voluntarily paid $251,258 and $77,649,
           respectively, of operating expenses of the Partnership, with such
           amounts also included in operating expenses waived in the
           statement of operations.


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. 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 March 31,
           2006 and December 31, 2005, the Partnership had received
           subscriptions of $18,613,572 and $15,743,538, respectively, which
           were additions to the Partnership effective April 1, 2006 and
           January 1, 2006, respectively.



                                      9


                  FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)

                                  ----------


Note 6     SUBSCRIPTIONS, DISTRIBUTIONS, AND REDEMPTIONS (CONTINUED)
           ---------------------------------------------------------

           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 at the end of any month, subject to 15 days written
           notice to the General Partner and 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 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.

           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.

           The Partnership 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. Agency securities and Treasury Bills (interest bearing
           and credit risk free) with durations no longer than one year.
           Fluctuations in prevailing interest rates could cause immaterial
           mark-to-market losses on the Partnership's Treasury Bills,
           although substantially all of these short-term investments are
           held to maturity.

           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)

                                   March 31,       December 31,              March 31,           December 31,

                                     2006              2005                    2006                  2005
                                     ----              ----                    ----                  ----
                                                                                
Gross unrealized gains        $     26,818,422     $     16,127,549    $     11,622,028     $      8,821,813
Gross unrealized losses             (4,308,270)          (7,437,973)        (11,492,270)         (15,771,135)
Net unrealized gain (loss)    -------------------  -----------------   -------------------  --------------------
                              $     22,510,152     $      8,689,576    $        129,758     $     (6,949,322)
                              ===================  =================   ===================  ====================






                                      10



                  FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)

                                  ----------

Note 7     TRADING ACTIVITIES AND RELATED RISKS (CONTINUED)
           ------------------------------------------------

           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 may enter 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 cannot be
           estimated. However, the Partnership 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 March 31, 2006, the statements of
           operations for the three months ended March 31, 2006 and 2005, the
           statements of cash flows and changes in partners' capital (net
           asset value) for the three months ended March 31, 2006 and 2005 and
           the accompanying notes to the financial statements are unaudited.
           Certain information and footnote disclosures normally included in
           financial statements prepared in accordance with accounting
           principles generally accepted in the United States of America 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 March 31, 2006, results of operation for the three
           months ended March 31, 2006 and 2005, cash flows and changes in
           partners' capital (net asset value) for the three months ended
           March 31, 2006 and 2005. The results of operations for the three
           months ended March 31, 2006 and 2005 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.



                                      11


                  FUTURES PORTFOLIO FUND, LIMITED PARTNERSHIP
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)

                                  ----------

Note 10:   FINANCIAL HIGHLIGHTS
           --------------------

           The following information presents per unit operating performance
           data and other supplemental financial data for the three months
           ended March 31, 2006 and 2005. This information has been derived
           from information presented in the financial statements.




                                                                        Three months ended March 31,
                                                                     2006                           2005
                                                                 (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           $3,489.13       $4,257.03       $3,429.59       $4,110.43
                                                          ---------       ---------       ---------       ---------

Income from operations
         Gain (loss) from trading (1)                        156.26          191.59        (144.34)        (172.54)
         Net investment loss(1)                             (45.21)         (36.40)         (28.29)         (16.99)
                                                          ---------       ---------       ---------       ---------

                   Total income (loss) from operations       111.05          155.19        (172.63)        (189.53)
                                                          ---------       ---------       ---------       ---------

Net asset value per unit at end of period                 $3,600.18       $4,412.22       $3,256.96       $3,920.90
                                                          =========       =========       =========       =========

Total Return                                                  3.18%           3.65%         (5.03%)         (4.61%)
                                                          =========       =========       =========       =========

Supplemental Data Ratios to average net asset value:
         Expenses prior to advisor incentive fees(2),(3)      1.75%           1.30%           6.20%           4.47%
         Advisor incentive fees                               0.68%           0.70%           0.08%           0.08%
                                                          ---------       ---------       ---------       ---------

                 Total expenses                               2.43%           2.00%           6.28%           4.55%
                                                          =========       =========       =========       =========

         Net investment loss(2),(3)                         (1.28%)         (0.85%)         (3.14%)         (1.40%)
                                                          =========       =========       =========       =========



           Total returns are calculated based on the change in value of a
           Class A or Class B unit during the period and have not been
           annualized. 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 period. Gains 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 gains 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 months ended March 31, 2006 and 2005, the ratios are net of
         approximately .06% and .03% relating to 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 gains
         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.


                                      12



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, that utilizes professional trading
advisors to engage in the trading of commodity futures contracts, other
commodity interests, options, securities and forward contracts. The Fund began
trading on January 2, 1990. The Fund is an actively managed account with
speculative trading profits as its objective.

The Fund currently trades in the U.S. and international futures and forward
markets. Specifically, the Fund trades a portfolio focused on futures and
forward contracts in currencies, interest rate instruments, energy, stock
indices, agricultural products and metals.

Gains or losses are realized when contracts are liquidated. Net unrealized
gains or losses on open contracts (the difference between contract price and
market price) are reflected in the statement of financial condition. 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
and commercial paper 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 Unit is calculated by
dividing Partners' Capital (Net Asset Value) by the number of outstanding
Units.

As of March 31, 2006 the aggregate capitalization of the Fund was $416,879,814
of which $281,239,646 was in A units and $135,640,168 was in B units. A units
and B units differ only with regard to lower Selling Agent fees for the B
units. The net asset value per unit of limited partnership interest ("Unit")
for A units as of March 31, 2006 was $3,600.18 and for B units was $4,412.22.


Critical Accounting Policies

The Fund'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 management. Gains or losses are realized
when contracts are liquidated. Unrealized gains or 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." The market value of futures (exchange-traded)
contracts is determined by the various futures exchanges, and reflects the
settlement price for each contract as of the close of the last business day of
the reporting period. 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 and commercial paper 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.

Capital Resources



                                      13


The Fund will 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, it will make no
capital expenditures and will have no capital assets, which are not operating
capital or assets.


Off-Balance Sheet Arrangements

The term "off-balance sheet arrangements" 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 positions of the Fund at the same time,
and if the commodity trading advisors were unable to offset such futures
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 credit risk that a 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 credit 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 interbank 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 credit 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.

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).

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
trading day of any month at the Net Asset Value of the redeemed Units (or
portion thereof) on that date, on 15 days prior written notice to the General
Partner. Partial redemptions must be for at least $1,000, unless such
requirement is waived by



                                      14


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.

The entire offering proceeds, without deductions, will be credited to the
Fund's bank and brokerage accounts to engage in trading activities and as
reserves for that trading. The Fund meets its margin requirements by
depositing U.S. government securities with the futures broker and the
over-the-counter counterparties. In this way, substantially all of the Fund's
assets, whether used as margin for trading purposes or as reserves for such
trading, can be invested in U.S. government securities and time deposits with
U.S. banks. Investors should note that maintenance of the Fund's assets in
U.S. government securities and banks does not reduce the risk of loss from
trading futures and forward contracts. The Fund receives all interest earned
on its assets. No other person shall receive any interest or other economic
benefits from the deposit of Fund assets.

Approximately 10% to 30% of the Fund's assets normally are committed as
required margin for futures contracts and held by the futures broker, although
the amount committed may vary significantly. Such assets are maintained in the
form of cash or U.S. Government Securities in segregated accounts with the
futures broker pursuant to the Commodity Exchange Act and regulations there
under. Approximately 10% to 30% of the Fund's assets are deposited with
over-the-counter counterparties in order to initiate and maintain forward
contracts. Such assets are not held in segregation or otherwise regulated
under the Commodity Exchange Act, unless such over-the-counter counterparty is
registered as a futures commission merchant. These assets are held either in
U.S. government securities or short-term time deposits with U.S.-regulated
bank affiliates of the over-the-counter counterparties. The remaining 40% to
80% of the Fund's assets will normally be invested in cash equivalents, such
as U.S. Treasury bills and commercial paper, and held by the futures broker or
the over-the-counter counterparties.

The Fund's assets are not and will not be, directly or indirectly, commingled
with the property of any other person in violation of law or invested with or
loaned to Steben & Company or any affiliated entities.


Results of Operations

2006

January 2006
A Units of the Fund were up 1.18% for the month of January 2006 and B Units
were up 1.33%. In January, profits from metals, equity indices, energy and
agricultural commodities offset losses from interest rate instruments and
foreign currencies. The Fund's long positions in zinc, aluminum and copper
generated the strongest profits in the metals sector. The strong upward trends
in metals from 2005 continued into January as capacity constrained producers
tried to keep pace with industrial growth. Global stock prices also continued
their upward trends into 2006 benefiting the Fund's long positions in equity
indices. Long positions in the energy sector delivered good profits as the
price for light crude approached $70 per barrel. Interest rate instruments
were the poorest performing sector this month. Medium to long-term bond prices
declined which went against the Fund's long positions.

February 2006
A Units of the Fund were down 1.79% for the month of February 2006 and B Units
were down 1.64%. Losses from energy, metals, foreign currencies and
agricultural commodities offset profits from equity indices and interest rate
instruments. The Fund's most significant losses came from long positions in
crude oil after the price of crude dropped nearly $10 per barrel following
stronger than expected inventory reports. Prices rebounded somewhat later in
the month after reports of violence in Nigeria and an attempted refinery
bombing in Saudi Arabia. Short positions in natural gas produced positive
returns as the price continued its strong downward trend despite a short cold
snap in North America. Short positions in the Japanese yen lost ground against
several foreign currencies including the USD, euro, Swiss franc and British
pound as the yen strengthened amid speculation that Japanese interest rates
might be raised sooner than expected. The best single market was in the
interest rates sector, where short positions in the Eurodollar profited from
market expectations of further US interest rate hikes.




                                      15


March 2006
A Units of the Fund were up 3.84% for the month of March 2006 and B Units were
up 4.00%. Profits in March came from interest rate instruments, equity
indices, metals and energy sectors. The Fund's most significant profits came
from short positions in interest rate instruments. Worldwide bond prices
continued a downward trend that gained momentum following comments from
Federal Reserve and European central bank officials that fueled expectations
of further rate hikes. The Bank of Japan's decision to drop its policy of
"quantitative easing" caused yields on the Japanese government bond to rise
sharply, while the yield on the US 10-year Treasury note rose to its highest
level since the start of the rate-tightening cycle in June 2004. Despite
rising interest rates, long positions in equity indices in U.S., European and
Asian markets benefited from upward trends in those markets. Metals profits
were from long positions in both base and precious metals including silver,
which reached a 22 year high.


2005

         The returns for A Units for the years ended December 31, 2005, 2004
and 2003 were 1.74%, .31% and 15.25% respectively. The returns for B units for
the years ended December 31, 2005, 2004 and 2003 were 3.57%, 2.18% and 17.43%,
respectively. Further analysis of the trading gains and losses is provided
below.

         A Units of the Fund were down 6.62% for the month of January 2005 and
B Units were down 6.48%. A strong, abrupt rally in the U.S. dollar along with
a sell-off in metals and equity indices resulted in significant losses for the
Fund in January. The dollar's reversal strengthened after official minutes
from the Federal Reserve Bank's December policy meeting were released early in
the month. The minutes revealed that several key members were far more
concerned about inflationary pressures than was previously known, which
suggested to some that the Fed might become more aggressive with its short
term rate hikes. The currency markets reacted sending the dollar sharply
higher against major foreign currencies, including the euro, yen and British
pound. In the metals sector, aluminum and copper price trends also reversed
sharply as demand for raw materials continued to decline, in part due to
China's softening economy. The Fund did earn some profits this month from its
positions in the interest rate sector, including gains from short-term and
long-term bond instruments.

         A Units of the Fund were up 0.39% for the month of February 2005 and
B Units were up 0.54%. The Fund finished flat this month with profits from
energy, equity indices, agricultural commodities and metals edging out losses
from long term interest rate instruments. Profits in energy resulted from the
Fund's long positions in crude oil, gas and heating oil where renewed trends
pushed crude oil prices past $50/barrel for the first time since November.
Equity prices trended higher across many international exchanges benefiting
the Fund's long positions in indices. Tightening coffee supplies led coffee
prices to a near five year high, which also generated profits. However, while
the Fund's long positions in medium to long term interest rate instruments
have generated steady profits in recent months, yields began reversing this
month, generating losses in several contracts including the 10 year T-Note,
Japanese government bond, long gilt and euro bund.

         A Units of the Fund were up 1.30% for the month of March 2005 and B
Units were up 1.45%. Gains from the energy, interest rate and metals sectors
offset losses from the Fund's positions in foreign currencies and equity
indices. Futures prices in heating oil, unleaded gas and crude oil continued
their upward trends this month, benefiting the Fund's long positions. Analysts
suggested the rally was a continuation of bullish momentum supported by strong
demand and tight supply in gasoline and crude oil ahead of the high-demand
summer season. Concerns that rising energy costs might slow industrial growth
weakened international equity prices and pushed European bond prices higher.
This benefited the Fund's positions in long term interest rate instruments but
hurt the Fund's long positions in equity indices. Renewed concerns over
inflation coupled with an expected short term rate hike by the Federal
Reserve, fueled a rally in the U.S. dollar that hurt some of the Fund's
positions in foreign currencies. Profits from agricultural commodities and
base metals including aluminum and copper, helped to end the month with
positive returns.



                                      16


         A Units of the Fund were down 2.85% for the month of April 2005 and B
Units were down 2.70%. Losses from the energy, equity indices and metals
sectors offset modest profits from the Fund's positions in foreign currencies
and interest rate instruments. Oil prices fell below $50 per barrel for the
first time since February on reports that crude oil inventories were at their
highest level since mid-2002. Futures prices in heating oil, unleaded gas and
crude oil reversed from record highs hurting the Fund's long positions. Weak
economic data, including the Michigan consumer confidence survey which fell to
its lowest level in 18 months, caused a sell-off in equities. The Fund's long
position in equity indices, including the DAX, NIKKEI and S&P500 experienced
losses. Price reversals in base metals, including aluminum, copper and zinc,
also generated losses for the Fund.

         A Units of the Fund were up 2.91% for the month of May 2005 and B
Units were up 3.07%. Profits from interest rate instruments and foreign
exchange contracts offset small losses from the agricultural, energy, equity
indices and metals markets. Longer term government bond prices in the US, euro
zone and Asia continued to trend higher this month. Although the decline in
long-term yields continued to confound central banking officials, economists
and speculators, the Fund's trend following systems captured significant
profits from long positions in multiple interest rate instruments. France's
decision not to ratify a new European constitution contributed significantly
to a late sell-off in the euro, which also generated significant profits from
the Fund's short positions. Modest losses came from base metals (copper and
zinc), equity indices (NASDAQ, S&P500, DAX), energy (unleaded gas and heating
oil) and some agricultural contracts (cotton and coffee).

         A Units of the Fund were up 3.16% for the month of June 2005 and B
Units were up 3.32%. Profits from foreign exchange, interest rate instruments,
equity indices and energy contracts offset losses from the agricultural and
metals markets. Despite growing trade imbalances, the U.S. dollar continued to
trend higher relative to other major currencies. Speculators saw the cut in
interest rates by the Swedish central bank as further evidence of an economic
slowdown in Europe. At the same time, the U.S. Federal reserve raised
short-term rates by another quarter point. The growing spread between U.S. and
European interest rates added further fuel to the dollar's upward trend, which
benefited the Fund's short positions in the euro, Swiss franc and yen. The
Fund also saw significant profits from its long positions in long-term
interest rate instruments. Crude oil and natural gas prices experienced a
strong rally in June benefiting the Fund's energy positions. The most
significant losses came from long positions in soybeans, soybean meal and
soybean oil.

         A Units of the Fund were down 1.17% for the month of July 2005 and B
Units were down 1.03%. Losses from interest rate instruments offset profits
from the energy, equity indices and metals markets. Long and medium term
interest rate instruments reversed from previous month's highs, hurting the
Fund's long positions. Interest rate instrument prices fell after European
Central Bank officials softened their stance on possible rate cuts in the
Euro-zone, while minutes from June's Federal Reserve committee meeting
suggested further increases in short term U.S. interest rates were likely. The
Chinese government later announced that it would no longer peg its currency to
the US dollar fueling speculation that China might curb its large purchases of
US Treasuries, which further weakened interest rate instrument prices. Long
positions in the energy sector profited as supply uncertainties from the
effects of Hurricane Dennis and two large oil refinery fires in the US caused
crude oil prices to increase. Additional profits came from the Fund's long
positions in several international equity indices including the DAX, S&P500,
FTSE and Hang Seng Indices.

         A Units of the Fund were down 1.48% for the month of August 2005 and
B Units were down 1.33%. Losses from currencies and interest rate instruments
offset significant profits from the energy sector this month. Short and medium
term interest rates fell. This adversely affected the Fund's short positions
in Eurodollars, Japanese government bonds and US treasury bonds. Traders
speculated that higher energy costs might impact U.S. economic growth and
force the Federal Reserve to modify its current rate tightening policy. The
effects of hurricane Katrina late in the month exacerbated that view sending
bond prices even higher. Energy prices however, continued to rise benefiting
the Fund's long positions in light crude oil, natural gas, heating oil and
unleaded gasoline. Oil supply and distribution concerns grew stronger in the
wake of hurricane Katrina. Crude oil breached $70 a barrel before
administration officials announced they would tap strategic oil reserves.



                                      17


         A Units of the Fund were up 2.51% for the month of September 2005 and
B Units were up 2.67%. Profits from equity indices, foreign currencies, metals
and agricultural commodities offset losses from energy and interest rate
instruments. The Fund's long positions in Japanese and German stock indices
generated the strongest profits. The Tokyo Stock Exchange's Nikkei index
increased 23 percent since May and was bolstered this month by upbeat economic
reports as well as Prime Minister Koizumi's election victory in Japan. The US
dollar continued to strengthen, generating profits for the Fund's short
positions in the yen, euro and Australian dollar. Crude oil prices retreated
from August's highs after the impact from Hurricane Rita was determined to be
much less than anticipated. Fortunately, losses in the energy sector were
largely offset by the Fund's long positions in natural gas which reached
all-time highs in September. Fixed income markets also retreated, hurting some
of the Fund's long positions in foreign interest rate instruments.

         A Units of the Fund were up 1.21% for the month of October 2005 and B
Units were up 1.36%. The Fund posted a profit in October with profits from
currencies, instrument rate instruments and metals offsetting losses from
energy and equity indices. The majority of the Fund's short positions in
foreign currencies profited as the U.S. dollar continued to gain strength and
trend higher. The Fund's most significant profits came from short positions in
the Japanese yen, which hit a 25-month low against the U.S. dollar. Additional
profits resulted from short positions in domestic and international interest
rate instruments, which trended downward on expectations of rising U.S.
inflation and interest rates. Long positions in the energy sector lost some
ground as prices retreated from last month's highs. Base metal prices,
including aluminum, zinc, copper and nickel also profited this month. Overall,
we were pleased with the performance in October in what was a volatile and
difficult economic environment for trend following systems.

         A Units of the Fund were up 4.43% for the month of November 2005 and
B Units were up 4.59%. The Fund's strongest profits in November came from long
positions in the US dollar which continued to strengthen against other foreign
currencies. Positions in the Japanese yen were particularly profitable. Long
positions in the metals sector, including zinc, aluminum, copper and silver
also contributed profits as increased demand from Asia helped push metals
prices higher. The FOMC released meeting minutes this month that suggested the
Federal Reserve might be nearing the end of its interest rate tightening
cycle. That news sparked a rally in the U.S. financial markets driving U.S.
fixed income products higher. The rally neutralized earlier gains from the
Fund's short positions in interest rate instruments. Long positions in the
energy sector lost some ground as prices retreated from previous highs.

         A Units of the Fund were down 1.55% for the month of December 2005,
ending the year up 1.74% and B Units were down 1.40% for the month and up
3.57% for the year. Losses from currencies, interest rate instruments and
energy offset profits from the metals, equity indices and agricultural
commodities markets. The Fund's long positions in the U.S. dollar generated
the strongest losses. Foreign currencies rallied against the dollar after the
Federal Reserve's Open Market Committee signaled it might be nearing the end
of its credit tightening cycle. News that the U.S. trade deficit hit record
highs this month sent the dollar even lower against the yen, which posted its
largest single-day rally against the dollar since March 2002. Short positions
in medium and long-term interest rate instruments also lost ground, as the
spread between short-term and long-term rates narrowed. Metals delivered
another positive month as long positions in aluminum, zinc, copper and gold
continued to trend higher.


2004

         The returns for A units for the years ended December 31, 2004, 2003
and 2002 were 0.31%, 15.25% and 19.59% respectively. The returns for B units
for the years ended December 31, 2004, 2003 and 2002 were 2.18 %, 17.43 % and
21.86 %, respectively. Further analysis of the trading gains and losses is
provided below.

         A Units of the Fund were up 1.97% for the month of January 2004 and B
Units were up 2.13%. Fund performance in January was positive despite some
late price reversals in the U.S. dollar and U.S. interest rate sensitive
markets. The Federal Open Market Committee ("FOMC") introduced some minor
language changes to its policy statement, suggesting to some that the Federal
Reserve might be setting the stage to increase short term



                                      18


rates. This caused the U.S. dollar to rise sharply against major foreign
currencies and it caused prices on long term U.S. interest rate instruments to
fall, reflecting a rise in long term interest rates. Overall, the Fund
benefited from net profits in virtually all market sectors including foreign
currencies, equities, agricultural, energy and metals. Only the Fund's long
positions in interest rate sensitive instruments, including the 30 year
Treasury bond and 10 year Treasury note, experienced a loss.


         A Units of the Fund were up 9.03% for the month of February 2004 and
B Units were up 9.21%. The Fund benefited from gains across all market sectors
in February including interest rates, energy, currencies, agricultural
commodities, metals and equities. The Fund's strongest returns came from long
positions on interest rate instruments as futures prices on several European
and U.S. medium term instruments trended higher in anticipation of possible
rate cuts in the euro zone. In the energy sector, the Fund's long positions in
crude oil continued to profit. The Organization of Petroleum Exporting
Countries ("OPEC") maintained tight production controls in spite of strong
demand, which pushed oil prices close to the highs observed before the
invasion of Iraq.

         A Units of the Fund were down 0.02% for the month of March 2004 and B
Units were up 0.13%. Fund performance was virtually flat for the month with
losses from the energy and foreign currency markets edging out gains from
metals, interest rate instruments and agricultural commodities. The strongest
returns came from long positions in soybean futures as heavy demand from China
continued to push prices higher. Metals were profitable due to a continuing
upward trend in silver. The U.S. dollar was mixed for the month with small
gains against most of the major currencies but losing ground to the Japanese
yen. An overseas bombing in Madrid along with lackluster U.S. economic data,
created additional volatility in the energy markets that led to modest losses
in the Fund's long positions.

         A Units of the Fund were down 8.49% for the month of April 2004 and B
Units were down 8.35%. After showing positive returns for the first quarter,
price trend reversals in the fixed income, metals and currency markets
produced losses for the Fund during the month. The energy market, which
profited from long positions in both light crude and unleaded gas, was the
only positive performing sector in April. Medium and long-term interest rate
instruments fell sharply after the release of U.S. non-farm payroll numbers
which supported growing sentiment that the U.S. economy was on a stronger
footing. Reaction to the Federal Reserve's comments to Congress and growing
anticipation that the Fed will raise short-term interest rates, caused upward
trends in metal prices to reverse. The U.S. dollar rallied against major
currencies energized by stronger U.S. economic reports which created
additional losses for the Fund.

         A Units of the Fund were down 1.01% for the month of May 2004 and B
Units were down 0.86%. During May, many of the world's financial markets
traded in a tight range as market participants wrestled with the outlook for
U.S. interest rates, inflation, corporate earnings and events in the Middle
East. Profits were generated by the fund's long positions in the energy and
agricultural sectors, especially in crude oil (which went to record highs),
unleaded gas, heating oil and soybeans. However, late month production
announcements by the Saudi government led to a brief reversal in oil futures
prices and some pull back in our energy related profits. A mid-month reversal
in the direction of the U.S. dollar resulted in our profits in energy being
overshadowed by losses from foreign exchange positions, including the
Australian dollar and British pound.


         A Units of the Fund were down 5.42% for the month of June 2004 and B
Units were down 5.28%. June was a turbulent month for interest rate and energy
markets. Prices for short-term interest-rate instruments and petroleum
products reversed sharply this month while long-term bonds and the U.S. dollar
continued to vacillate ahead of the FOMC's decision on interest rates. Choppy
market conditions and extended periods of price consolidation, such as those
experienced over the past few months, typically result in losses for trend
following systems and June was no exception. The largest realized losses for
the fund were in light crude oil, the Australian dollar and unleaded gas. The
largest profits were in cotton, the ten-year Japanese government bond and the
Nikkei 225 Index.




                                      19


         A Units of the Fund were down 1.50% for the month of July 2004 and B
Units were down 1.35%. Interest rates, currencies and global equity indices
drifted without significant trends in July leading to a loss in the Fund for
the month. Although upbeat comments from the Federal Reserve temporarily
pushed interest rates and the U.S. dollar higher, the same markets reversed
following a weaker than expected durable goods report. Precious metals also
experienced intra-month reversals. Energy and agricultural markets were
profitable however, which partially offset the losses from the other sectors.
Oil and gasoline prices continued to rise to historical highs on supply
concerns from Russian based Yukos Oil. The Fund's short positions in cotton
and corn contracts also produced profits.


         A Units of the Fund were down 2.42% for the month of August 2004 and
B Units were down 2.27% for the month. In August, several market sectors
continued to drift without major trends. The U.S. dollar whipsawed in reaction
to news events, including economic reports that failed to provide any clear
direction for the U.S. economy. Oil prices declined sharply from all time
highs late in the month resulting in losses from the Fund's long positions in
crude oil. Profits from short positions in natural gas however helped to stem
the loss in the energy sector. Sugar and cotton prices reversed this month
resulting in losses from the agricultural sector. The Fund continued to profit
from its long positions in interest rate instruments, partially offsetting the
losses in the other sectors.


         A Units of the Fund were up 0.05% for the month of September 2004 and
B Units were up 0.21% for the month. The Fund finished virtually unchanged for
the month despite solid gains in the energy and agricultural commodity
sectors. Prices across the energy sector trended higher as concerns about oil
supply in the wake of hurricane Ivan and possible production disruptions in
Russia, Nigeria and Iraq pushed crude oil prices to record highs. However,
losses from interest rate instruments offset most of the energy profits after
bond prices reversed in reaction to comments and actions by the Federal
Reserve. Losses also came from equity indices on fears that higher fuel costs
might begin to impact corporate earnings and hurt economic growth.


         A Units of the Fund were up 5.39% for the month of October 2004 and B
Units were up 5.55%. The Fund profited from solid trends across multiple
market sectors including energy, foreign currency and fixed income. Worries
over world oil supplies pushed energy prices higher including crude oil, which
posted another record high. Rising energy prices and a report on the growing
U.S. trade deficit indicated to the financial markets a possible slowdown in
the U.S. economy. As a result bond prices moved higher and the U.S. dollar
declined which benefited the Fund's positions in those sectors. The Fund
experienced some losses in metals as copper and nickel prices reversed their
strong upward trend in reaction to speculation that China's economy was
cooling and that Chinese imports were declining.


         A Units of the Fund were up 4.54% for the month of November 2004 and
B Units were up 4.70%. In November the Fund profited from trends in most
market sectors including foreign exchange, metals, interest rate instruments
and equity indices. Long positions in foreign exchange contracts generated the
Fund's strongest gains as the U.S. dollar continued to decline against most
major foreign currencies. The weakness in the dollar also led to higher prices
in precious metals which benefited the Fund's long positions in gold and
silver. Long positions in long term interest rate instruments including the
Euro Bund and British Long Gilt were also profitable. The Fund's losing
positions included natural gas and heating oil.


         A Units of the Fund were down 0.58% for the month of December 2004,
ending the year up 0.31%. B Units were down 0.43% for the month and up 2.18%
for the year. Performance was mixed in December with losses from the metals,
energy and currency sectors edging out profits from equity, interest rate and
agricultural market contracts. Global stock indices and bond markets finished
the month higher, generating profits for the Fund's long positions in those
markets. The Fund lost ground on its long positions in precious metals after
gold



                                      20


and silver contracts fell sharply in response to a rebound in the U.S. dollar.
In addition, the energy sector went through volatile periods after the release
of several inventory announcements, which led to significant whipsawing in
those markets. For the year the Fund's strong fourth quarter performance
offset the mid-year drawdown leaving the Fund positive for 2004.


Past Performance is Not Indicative of Future Results.

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. The market value
of futures (exchange-traded) contracts is determined by the various futures
exchanges, and reflects the settlement price for each contract as of the close
of the last business day of the reporting period. The market value of forward
(non-exchange traded) contracts is extrapolated on a forward basis from the
spot prices quoted as of 5:00 P.M. (E.T.) of the last business day of the
reporting period.

Item 3.  Quantitative and Qualitative Disclosures about Market Risk

       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 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



                                      21


         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).

         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 the more generally available
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 for the equivalent futures
positions have been used as Value at Risk. In those cases in which a
futures-equivalent margin is not available, dealers' margins have been used.

         In the case of contracts denominated in foreign currencies, the Value
at Risk figures include foreign margin amounts converted into U.S. dollars
with an incremental adjustment to reflect the exchange rate risk inherent to
the dollar-based Fund in expressing Value at Risk in a functional currency
other than dollars.

         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 March 31, 2006. All
open position trading risk exposures of the Fund have been included in
calculating the figures set forth below. As of January 31, February 28, March
31, 2006, the Fund's total capitalization was $394,362,593, $394,792,596 and
$416,879,814 respectively.


FIRST QUARTER 2006



  Market                           Jan      % Total                   Feb       % Total                  Mar        % Total
  Sector                           VaR          Cap                   VaR           Cap                  VaR            Cap
                                                                                                   
Agricultural               $ 2,019,869        0.51%           $ 2,314,704         0.59%          $ 2,840,994          0.68%


                                                                22


Currency                  $ 24,761,007        6.28%          $ 29,629,576         7.51%         $ 32,569,864          7.81%
Energy                     $ 5,570,306        1.41%           $ 5,074,423         1.29%          $ 3,453,272          0.83%
Financial Indices         $ 12,786,540        3.24%          $ 13,789,433         3.49%          $ 9,517,530          2.28%
Interest Rates            $ 11,772,505        2.99%          $ 12,744,857         3.23%         $ 16,923,297          4.06%
Metals                     $ 2,480,684        0.63%           $ 2,717,807         0.69%          $ 4,186,258          1.00%
Total                     $ 59,390,912       15.06%          $ 66,270,800        16.79%         $ 69,491,215         16.67%



         Of the 3.18% return for the quarter ended March 31, 2006 for A Units,
approximately 4.48% was due to trading gains (after commissions) and
approximately 1.16% was due to interest income, offset by approximately 2.46%
in performance fees, management fees, selling agent fees and operating costs
borne by the Fund. Of the 3.65% return for the quarter ended March 31, 2006
for B Units, approximately 4.50% was due to trading gains (after commissions)
and approximately 1.17% was due to interest income, offset by approximately
2.02% in performance fees, management fees, selling agent fees and operating
costs borne by the Fund.

    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."

    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 U.S.
Treasury Bills, U.S. Agencies 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 March 31, 2006, by market sector.

    Currencies



                                      23


         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 in a large number of 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.

    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 and the other G-7 countries. The
General Partner anticipates that G-7 interest rates will remain the primary
market exposure of the Fund for the foreseeable future.

    Stock Indices

         The Fund's primary equity exposure is to equity price risk in many
countries other than the United States. 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.)

    Energy

         The Fund's primary energy market exposure is to gas and oil price
movements, often resulting from political developments and ongoing conflicts
in the Middle East. As of March 31, 2006, 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.

    Metals

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

    Agricultural

         During 2006, the Fund's agricultural exposure was to soybeans, wheat,
corn, coffee and cotton.


    Qualitative Disclosures Regarding Non-Trading Risk Exposure.

         The following were the only non-trading risk exposures of the Fund as
of March 31, 2006.

    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 U.S. dollars (no less frequently than once
a week).

    Treasury Bill and Commercial Paper Positions



                                      24


      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. Agency securities and Treasury
Bills (interest bearing and credit risk free) with durations no longer than
one year. Violent fluctuations in prevailing interest rates could cause
immaterial mark-to-market losses on the Fund's Treasury Bills, 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 Trading
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), as well as imposing "stop-loss" points at which open positions must
be closed out.


         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 Comptroller
(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 Comptroller 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.




                                      25




                           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, 2005.

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

Between January and March 2006, 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)


- ---------------------------     ---------------------- ----------------------
                                  Dollar Amount of           Number of
          Month                       Interests          Additional Units
                                        Sold                    Sold

- ---------------------------     ---------------------- ----------------------
January 2006                              $15,597,122             4,112.8080
- ---------------------------     ---------------------- ----------------------
February 2006                             $12,140,458             3,116.0296
- ---------------------------     ---------------------- ----------------------
March 2006                                $15,053,556             3,982.0539
- ---------------------------     ---------------------- ----------------------



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

Item 6: Exhibits.

      (a) Exhibits and Index.



                                      26


The following exhibits filed herewith.

Exhibit No.               Description of Document                       Page No.

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

31.02    Certification of Barbara Rittenhouse, Comptroller, pursuant   E-4
         to Rules 13a-14 and 15d-14 of the Securities Exchange Act
         of 1934.

32.01    Certification of Kenneth E. Steben, Chief Executive Officer,  E-6
         pursuant to 18 U.S.C. Section 1350, as enacted by Section
         906 of The Sarbanes-Oxley Act of 2002.

32.02    Certification of Barbara Rittenhouse, Comptroller, pursuant   E-7
         to 18 U.S.C. Section 1350, as enacted by Section 906 of
         The Sarbanes-Oxley Act of 2002.


     (b) Reports.

            None.


                                  27






                                  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
                                          ---------------------
                                          Kenneth E. Steben
                                          Chief Executive Officer
                                          (Principal Executive Officer)
                                          May 15, 2006

                                  By:     /s/ Barbara Rittenhouse
                                          -----------------------
                                          Barbara Rittenhouse
                                          Comptroller (Principal Financial
                                          Officer)
                                          May 15, 2006






                                  E-1