SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) |X| OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the Fiscal Year Ended December 31, 2002 Commission File Number 0-22260 and 2-84126 OR | | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from ___________ to __________ CAMPBELL STRATEGIC ALLOCATION FUND, L.P. (Exact name of Registrant as specified in its charter) DELAWARE 52-1823554 (State or other jurisdiction of (IRS Employer Identification Number) incorporation or organization) 210 W. PENNSYLVANIA AVENUE TOWSON, MARYLAND 21204 Registrant's telephone number, including area code: (410) 296-3301 Securities registered pursuant to Section 12 (b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: UNITS OF LIMITED PARTNERSHIP INTEREST ------------------------------------- (Title of Class) 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 if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part II of this Form 10-K or any amendment to this Form 10-K. |X| Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2) Yes |X| No | | The Registrant has no voting stock. As of December 31, 2002 there were 723,575.989 Units of General and Limited Partnership Interest issued and outstanding. Total number of pages 35. Consecutive page numbers on which exhibits commence: 3. TABLE OF CONTENTS Page ---- PART I ITEM 1. BUSINESS.......................................................................................... 1-2 ITEM 2. PROPERTIES........................................................................................ 2 ITEM 3. LEGAL PROCEEDINGS................................................................................. 3 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............................................... 3 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS............................. 3 ITEM 6. SELECTED FINANCIAL DATA.......................................................................... 3-4 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS............ 4-10 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ...................................... 10-15 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...................................................... 15 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE............. 15 PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT............................................... 16-17 ITEM 11. EXECUTIVE COMPENSATION........................................................................... 17 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS... 17 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................................................... 17 ITEM 14. CONTROLS AND PROCEDURES.......................................................................... 17 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K................................. 18 SIGNATURES CERTIFICATIONS DOCUMENTS INCORPORATED BY REFERENCE - Prospectus dated December 27, 2002 included within the Registration Statement on Form S-1 (File No. 333-101011), incorporated by reference into Parts I, II, III and IV. i PART I Item 1. BUSINESS Campbell Strategic Allocation Fund, L.P. (the "Registrant" or the "Fund") is a limited partnership which was organized on May 11, 1993 under the Delaware Revised Uniform Limited Partnership Act. The Registrant operates as a commodity investment pool, whose purpose is to trade speculatively in the U.S. and international futures, forward and swap markets. Specifically, the Fund trades a portfolio primarily focused on financial futures, which are instruments designed to hedge or speculate on changes in interest rates, currency exchange rates or stock index values. A secondary emphasis is on metals and energy values. The general partner and trading advisor of the Registrant is Campbell & Company, Inc. ("Campbell & Company"). The Registrant's operations are regulated by the provisions of the Commodity Exchange Act, the regulations of the Commodity Futures Trading Commission, and the rules of the National Futures Association. The Registrant originally filed a registration statement with the U.S. Securities and Exchange Commission for the sale of a minimum of $2,500,000 and a maximum of $25,000,000 in Units of Limited Partnership at $1,000 each, which registration statement was effective on January 12, 1994. The Fund has since filed additional registration statements with the U.S. Securities and Exchange Commission to bring the sum of existing and offered Units of Limited Partnership Interests to a maximum of approximately $2,510,000,000 through December 2002. The Unit selling price during the initial offering period, which lasted for approximately 90 days and ended on April 15, 1994, was $1,000. Since April 15, 1994, Units of Limited Partnership Interest of the Fund have been offered on an ongoing basis during the Fund's continuing offering period. During the continuing offering period, subscriptions are accepted monthly and proceeds are transferred to bank and brokerage accounts for trading purposes. The Unit selling price during the continuing offering period is the net asset value per unit as of the last business day of the month in which the subscription is accepted. A total of $1,610,020,960 has been raised in the initial and continuing offering periods through December 31, 2002. In addition to making all trading decisions in its capacity as trading advisor, Campbell & Company conducts and manages all aspects of the business and administration of the Registrant in its role as general partner. The Registrant will be terminated and dissolved promptly thereafter upon the happening of the earlier of: (a) the expiration of the Registrant's stated term of December 31, 2023; (b) an election to dissolve the Registrant at any time by Limited Partners owning more than 50% of the Units then outstanding; (c) the withdrawal of Campbell & Company unless one or more new general partners have been elected or appointed pursuant to the Agreement of Limited Partnership; or (d) any event which shall make unlawful the continuing existence of the Registrant. REGULATION Under the Commodity Exchange Act, as amended (the "Act"), commodity exchanges and commodity futures trading are subject to regulation by the Commodity Futures Trading Commission (the "CFTC"). The National Futures Association (the "NFA"), a registered futures association under the Act, is the only non-exchange self-regulatory organization for commodity industry professionals. The CFTC has delegated to the NFA responsibility for the registration of "commodity trading advisors," "commodity pool operators," "futures commission merchants," "introducing brokers" and their respective associated persons and "floor brokers." The Act requires "commodity pool operators," and "commodity trading advisors" such as Campbell & Company and commodity brokers or "futures commission merchants" such as the Registrant's commodity broker to be registered and to comply with various reporting and recordkeeping requirements. Campbell & Company and the Registrant's commodity broker are members of the NFA. The CFTC may suspend a commodity pool operator's or trading advisor's registration if it finds that its trading practices tend to disrupt orderly market conditions, or as the result of violations of the Commodity 1 Exchange Act or rules and regulations promulgated thereunder. In the event Campbell & Company's registration as a commodity pool operator or commodity trading advisor were terminated or suspended, Campbell & Company would be unable to continue to manage the business of the Registrant. Should Campbell & Company's registration be suspended, termination of the Registrant might result. In addition to such registration requirements, the CFTC and certain commodity exchanges have established limits on the maximum net long and net short positions which any person, including the Registrant, may hold or control in particular commodities. Most exchanges also limit the maximum changes in futures contract prices that may occur during a single trading day. The Registrant also trades in dealer markets for forward and swap contracts, which are not regulated by the CFTC. Federal and state banking authorities also do not regulate forward trading or forward dealers. In addition, the Registrant trades on foreign commodity exchanges, which are not subject to regulation by any United States government agency. Operations A description of the business of the Registrant, including trading approach, rights and obligations of the Partners, and compensation arrangements is contained in the Prospectus under "Summary," "The Risks You Face, " "Campbell & Company, Inc.," "Conflicts of Interest," and "Charges to the Fund" and such description is incorporated herein by reference from the Prospectus. The Registrant conducts its business in one industry segment, the speculative trading of futures, forwards and swap contracts. The Registrant is a market participant in the "managed futures" industry. The managed futures industry has grown substantially in the previous ten years. Market participants include all types of investors, such as corporations, employee benefit plans, individuals and foreign investors. Service providers of the managed futures industry include (a) pool operators, which conducts and manages all aspects of trading funds such as the Registrant (except trading decisions), (b) trading advisors, which make the specific trading decisions, and (c) commodity brokers, which execute and clear the trades pursuant to the instructions of the trading advisor. The Registrant has no employees, and does not engage in the sale of goods or services. The Registrant engages in financial instrument trading in approximately 50 financial instrument contracts on domestic and international markets. All of the Fund's assets are currently allocated to the Financial, Metal & Energy Large Portfolio which is concentrated in the financial markets such as interest rates, foreign exchange and stock indices, as well as metals and energy products. Prior to September of 2000, Campbell & Company utilized its Financial, Metal and Energy Large Portfolio (75% allocation of Fund assets) and the Global Diversified Large Portfolio (25% allocation) in trading the Registrant's assets. The Global Diversified Large Portfolio trades the same forward and futures markets as the Financial, Metal & Energy Large Portfolio, as well as agricultural markets. As of March 2003, the Fund's assets are allocated to the different market sectors in approximately the following manner: 55% to currencies, 15% to interest rates, 17% to stock indices, 11% to energy products and 2% to metals. The contracts traded by the Registrant will fluctuate from time to time. The Registrant may, in the future, experience increased competition for the futures and other contracts in which it trades. Campbell & Company will recommend similar or identical trades for other accounts under its management. Such competition may also increase due to the widespread utilization of computerized methods similar to those used by Campbell & Company. ITEM 2. PROPERTIES The Registrant does not use any physical properties in the conduct of its business. Its assets currently consist of futures and other contracts, cash and U.S. Treasury Bills. 2 Item 3. LEGAL PROCEEDINGS Campbell & Company is not aware of any material legal proceedings to which the Registrant is a party or to which any of their assets are subject. Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS None. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS Units of Limited Partnership Interest are not publicly traded. Units may be transferred or redeemed subject to the conditions imposed by the Agreement of Limited Partnership. As of December 31, 2002, there were 39,166 Partners in the Registrant and 723,575.989 Units of General and Limited Partnership Interest outstanding. Campbell & Company has sole discretion in determining what distributions, if any, the Registrant will make to its Unit holders. Campbell & Company has not made any distributions as of the date hereof. The Registrant has no securities authorized for issuance under equity compensation plans. ITEM 6. SELECTED FINANCIAL DATA DOLLARS IN THOUSANDS, EXCEPT PER UNIT AMOUNTS For the Year Ended December 31, ----------------------------------------------------------------------- 2002 2001 2000 1999 1998 ------------ ---------- ----------- --------- --------- Total Assets $1,654,430 $ 954,185 $645,193 $ 496,841 $ 350,791 Total Partners' Capital 1,617,949 943,219 630,625 484,020 343,957 Total Income (Loss) 274,720 95,688 108,122 57,598 68,510 Net Income (Loss) 155,979 29,936 61,827 23,306 40,695 Net Income (Loss) Per General and Limited Partner Unit 282.19 76.29 208.13 95.52 232.33 Increase (Decrease) in Net Asset Value per General and Limited Partner Unit 259.32 55.92 185.62 73.88 211.67 The following summarized quarterly financial information presents the results of operations for the three-month periods ending March 31, June 30, September 30 and December 31, 2002 and 2001. 1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr. 2002 2002 2002 2002 ----------- ----------- ----------- --------- Gain (Loss) from Trading $ (32,755) $ 87,228 $ 222,166 $(20,693) Total Income (Loss) (28,838) 91,297 227,488 (15,227) Net Income (Loss) (46,959) 71,413 172,861 (41,336) Net Income (Loss) per General and Limited Partner Unit * (95.88) 135.30 310.14 (64.99) Increase (Decrease) in Net Asset Value per General and Limited Partner Unit (98.49) 127.92 308.94 (79.05) Net Asset Value per General and Limited Partner Unit at the End of the Period 1,878.24 2,006.16 2,315.10 2,236.05 3 1st Qtr. 2nd Qtr. 3rd Qtr. 4th Qtr. 2001 2001 2001 2001 ---------- ------------ ----------- ------------ Gain (Loss) from Trading $ 51,290 $ (62,469) $ 87,052 $ (7,714) Total Income (Loss) 60,133 (55,173) 93,786 (3,058) Net Income (Loss) 39,986 (68,637) 78,274 (19,687) Net Income (Loss) per General and Limited Partner Unit * 118.09 (182.57) 188.56 (44.76) Increase (Decrease) in Net Asset Value per General and Limited Partner Unit 110.37 (190.52) 183.60 (47.53) Net Asset Value per General and Limited Partner Unit at the End of the Period 2,031.18 1,840.66 2,024.26 1,976.73 * - Based on weighted average number of units outstanding during the period. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. INTRODUCTION The offering of its Units of Limited Partnership Interests commenced on January 12, 1994. The initial offering terminated on April 15, 1994 and the Fund commenced operations on April 18, 1994. The continuing offering period commenced at the termination of the initial offering period and is ongoing. CAPITAL RESOURCES 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. 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. 4 RESULTS OF OPERATIONS The returns for the years ended December 31, 2002, 2001 and 2000 were 13.12%, 2.91% and 10.70%, respectively. For the 2002 increase of 13.12%, approximately 22.30% was due to trading gains (before commissions) and approximately 1.62% was due to interest income, offset by approximately 10.80% due to brokerage fees, performance fees, and operating and offering costs borne by the Fund. An analysis of the 22.30% trading gain by sector is as follows: SECTOR % GAIN (LOSS) - ------ ------------- Interest Rates 14.98% Currencies 6.20 Stock Indices 3.42 Metals (.34) Energy (1.96) ------ 22.30% ====== During January, the Enron and Global Crossing bankruptcies took a toll on the U.S. equities markets that were already under pressure and resulted in a stumbling start to the New Year, as layoffs, earnings restatements and revenue declines continued to dominate the business news. Internationally, the Japanese economy continued to deteriorate, while the full extent of any Argentinean contagion is yet to be acknowledged in Brazil or other parts of South America. On the positive side, U.S. consumer spending continued to be robust. The Fund posted a small loss for January, largely as a result of volatility in the global currency markets. Energy and short stock index positions contributed small gains. The high market volatility in January continued into February. Further Enron revelations radiated concern about the accounting practices of other large companies and caused the equity markets to decline early in the month. Sentiment reversed abruptly on positive economic news on home sales, manufacturing and consumer spending. The Fund's performance was negative in February with losses in energy, stock indices and long-term interest rates partially offset by gains in short-term interest rates. March was a mixed month in which positive performance in the energy and interest rate sectors were more than offset by losses in stock indices and currencies, which make up a substantial part of the Fund's portfolio. The Japanese Yen produced the largest loss when it rallied in reaction to Bank of Japan intervention in preparation for their March 31st fiscal year-end as the Fund was maintaining a short position. Energy was the strongest performing sector profiting from long positions in crude oil and unleaded gas. The loss in the stock indices sector came from short positions in the Nikkei and Hang Seng indices as Asian equities rallied. The overall loss for the month occurred independently of the equity and bond markets demonstrating the volatility reducing effect of blending assets whose returns are largely uncorrelated. April was one of the most difficult trading months since the Fund began trading. The Fund ended the month down over 4.5%. The fixed income sector was whip-lashed as hopes of imminent economic recovery sputtered causing the majority of the trading losses for the month. Broad-based selling of the three leading US equity indices put them at their lowest levels since October 2001 and contributed to the Fund's losses for the month. The energy sector was battered by reports of unfolding events in both Venezuela and the Middle East. Many areas of concern remain including continued instability in the Middle East, weak corporate earnings, continued revelations of corporate accounting issues, fear of a collapse in the residential real estate market, high energy costs and a growing federal budget deficit due to lower tax receipts. The month of May finally provided some trending opportunities that the Fund was able to profit from. The currencies and interest rates sectors provided the gains for the month, but these were offset by losses in the energy and stock indices sectors. While the equities markets remained nervous, many alternative investment strategies, including managed futures, were able to provide positive returns. 5 Strong performance in the month of June contributed to a positive second quarter and more than made up for losses during the beginning of the year. All major US equity indices made new cycle lows as domestic and international investor confidence was battered by reports of scandalous corporate leadership conduct. The long awaited US economic recovery looked sluggish at best. In this troubled environment, the US dollar lost ground against most major trading partners, while interest rate futures rose and stock indices declined. These three sectors contributed significantly to the profits in June, while small losses were recorded in the metals and energy sectors. The Fund's positive performance continued in July posting similar numbers as June. This was the third consecutive month of positive performance and was mainly attributable to profits in short stock indices and long interest rate positions. These gains were reduced by small negative performances in metals, currencies and cross rates as the dollar strengthened against other major currencies, again rising above parity with the Euro. In August, the Fund recorded another month of positive performance with profits in the interest rates, currencies, stock indices and energy sectors. Global markets continued to respond to weak US economic data and concerns over geopolitical developments. The much-anticipated US economic recovery continues to be elusive, while economies in Europe and Japan appear to be stagnant. The quickened pace of US plans to invade Iraq aroused much international criticism and concern, which impacted energy prices and investor confidence. September was the fifth consecutive month of positive returns for the Fund as traditional investment strategies continued to struggle. Profits were earned in the stock indices, interest rates and energy sectors offset by losses in the currencies sector. Further reports of corporate governance and accounting failures, the possibility of an unpopular war in the Middle East, rising jobless claims, disappointing earnings and a gloomy retail outlook were compounded by high energy prices and systemic instability in Japan and Brazil. In this time of global economic weakness and uncertainty, the Fund's ability to trade both the long and short side of a diverse portfolio of international markets proved to be a beneficial tool. Many of the trends that had been so profitable for the Fund over the preceding five months reversed during October, resulting in losses in interest rates, equity indices and precious metals. The US dollar weakened on unfavorable Gross Domestic Product news and caused losses in the currencies sector. US equities surprised the market by turning their second best month since 1997. As the US struggled with the United Nations over Iraq, energy prices sold off sharply making this the Fund's worst performing sector in October. In October and November, US equity prices rose at a faster pace than any time since 1997. Over this same period, the Fund was defensively positioned against a reversal of the major trends that were profitable this year, leaving year-to-date gains in the double digits. Performance for November was marginally negative, with gains in currencies offset by losses in interest rates, stock indices and energy. The Fund recorded a strong positive performance for December and for the year. The Fund's core strategy of systematic, diversified trend-following again demonstrated the ability to outperform most other strategies in times of economic weakness and uncertainty. The ability to short markets enabled the Fund to profit as global markets suffered their third consecutive negative year. Profits were generated in interest rates, currencies and equities, while losses occurred in energy and industrial metals. 6 2001 For the 2001 increase of 2.91%, approximately 8.55% was due to trading gains (before commissions) and approximately 3.63% was due to interest income, offset by approximately 9.27% due to brokerage fees, performance fees, and operating and offering costs borne by the Fund. An analysis of the 8.55% trading gain by sector is as follows: SECTOR % GAIN (LOSS) - ------ ------------ Currencies 8.14% Interest Rates 5.70 Stock Indices 1.46 Metals (.57) Energy (6.18) ---- 8.55% ==== January was a turbulent month due to the underestimated slowdown of the U.S. economy and difficult transition between presidential administrations. The Federal Reserve intervened twice by lowering interest rates during the month a total of 100 basis points. The interest rate reductions resulted in gains in the Fund's long bond positions, but these were offset by losses in its Swiss and Sterling currency positions. The most noticeable turnaround for the month was the energy markets, which incurred the largest losses for the Fund. Overall, February was a mostly flat month for the Fund. The Federal Reserve's failure to lower interest rates ahead of its March meeting, and the continued declining consumer confidence pushed U.S. equities lower, with the NASDAQ posting a new two-year low. This economic news was favorable to both the Fund's short equities positions and long bond positions. The energy markets continued to disappoint and this sector posted a loss for the month. The currency markets were mixed and ended flat for February. The first quarter ended well for the Fund. During the month of March, all markets were profitable, except the energy sector. In the midst of some painful trends in the global economy, the Fund's trading principles enabled it to ride the bear trend in equities while simultaneously benefiting from long fixed income positions. Sharp price reversals in the equity, bond and energy markets resulted in a negative performance in April as many of the Fund's largest positions hit protective stops. The capitulation that caused the sharp downturn in equities in the first quarter was reversed as investors greeted a surprise 50 basis point rate cut by the Federal Reserve by pushing the equity markets substantially higher. The flight to quality that had caused the long bond to trade so strongly in March was abandoned as investors sold bonds to invest in stocks. May was a volatile month for many of the markets the Fund trades, but the Fund produced a positive result despite the adverse conditions. A strong U.S. dollar amid persistent signs of global economic weakness kept equity markets volatile, but the widely anticipated 50-point rate cut by the Federal Reserve was priced into the markets and had little effect when announced. The Fund made small profits in energy and interest rates and small losses in global stock indices and currency positions. Uncertainty plagued the global markets for the last few months of the second quarter, and there was no emergence of a solid trend to give investors and economists any meaningful indication of what the second half of 2001 held. This lack of market direction kept the Fund's performance relatively flat for the month of June and for the first half of the year. In June, the Fund was profitable in the global equity indices and currency markets while the fixed income and energy markets erased all of those gains. Most of the major U.S. stock and bond exchanges were negative while the Fund posted a positive month to start the third quarter. The ability to short global equity markets made stock indices the best performing sector for the month of July. Short-term interest rates were also positive; however, this was mostly offset by losses in the Japanese bond markets, which have come under pressure from fiscal instability and uncertainty in Japan. Foreign exchange was down slightly on global concerns about the future of the U.S. "strong dollar" policy. August was another positive month for the Fund. The Fund profited from currency cross rates, long and short-term interest rates and equities. The losing sector was primarily the energy sector. September was a difficult month for most Americans and for many others whose lives will forever be impacted by the terrorist attacks of September 11th. However, despite the tumult, the Fund reported a 7 positive month and third quarter. Currencies and cross rates were profitable as short dollar positions yielded solid returns. Long positions in both long and short-term interest rate instruments were profitable as investors sought safety when equity prices declined sharply. The major U.S. stock indices suffered their worst quarterly losses since 1987. The Fund's non-correlation with equities was evident as the Fund profited from a decline in global equity indices. Industrial metals were also profitable, while the highly volatile energy sector was the only unprofitable sector in September. As the United States began to recover from the September 11th disaster, the country demonstrated unity and fortitude in the most challenging of circumstances. The Fund was positive during the month of October. The positive performance was led by interest rates, which were strong throughout the month and helped by the U.S. Treasury's announcement of the ending of the issuance of 30-year bonds. The energy and industrial metals sectors were also positive. These gains were partly offset by losses in the currency and stock indices sectors. In November, a sharp and totally unexpected increase in global interest rates resulted in the Fund's largest monthly decline since its inception. While statistically losses of this magnitude can occur, the speed of this loss caught the Fund's trading advisor by surprise. The continuing decline in U.S. interest rates initially accelerated after the U.S. Treasury announced it would stop issuing 30-year Treasury Bonds. However, with good news from Afghanistan, a sharp decline in energy prices, and a totally unexpected increase in retail sales for October, market sentiment changed abruptly. Equity prices rallied and interest rate instruments declined across the entire yield curve, all over the world. The Fund rebounded with a positive return in December. The majority of the gain for the month was made in currencies, primarily in the Japanese Yen. These gains were offset by losses in the interest rate sectors. The Fund was positive for the year delivering modest profitability and effective portfolio diversification during an economically difficult year. 2001 will unfortunately be remembered as a year that brought pain and devastation to so many. 2000 For 2000, all of the 10.70% increase in net asset value per unit occurred in the last quarter of the year. Of this increase, approximately 14.34% was due to trading gains (before commissions) and approximately 5.83% was due to interest income, offset by approximately 9.47% in brokerage fees, performance fees and operating and offering costs borne by the Fund. An analysis of the 14.34% trading gains by sector is as follows: SECTOR % GAIN (LOSS) - ------ ------------- Energies 12.39% Currencies 3.86 Interest Rates 2.45 Agricultural (.27) Stock Indices (1.65) Metals (2.44) ----- 14.34% ===== The first month of 2000 provided a highly volatile environment, which offered the Fund the opportunity to perform well in most markets. Long bond positions held for security over the Y2K year-end were sold off early in the month benefiting short positions. Rising interest rates with still moderate inflation numbers helped push the U.S. Dollar higher against the Swiss Franc, the Yen and the Euro, which benefited currency positions. In February, the volatility seen in January continued, providing profits in some markets, but eliminating January's gains in others. Currencies and energy continued to be profitable, but these gains were more than offset by losses in short positions in the long-term interest rate sector. March was a difficult month as sharp reversals in the energy sector and the Yen were the biggest factors in the loss for the month. 8 Although the Fund managed gains in U.S. equity indices during April, the unprecedented volatility in global equity indices resulted in a small loss in this sector overall. The crude market rallied on news that OPEC would not drastically increase production, causing losses on short crude positions which more than eliminated gains made on the upward trend of natural gas. Losses in the interest rates sectors provided the majority of the losses for the month, as the Fund's long positions quickly became unprofitable as stability returned to the equity markets. In May, the energy sector provided the majority of the profit as the markets realized that OPEC production increases were still not meeting demand. The continued economic strength caused the Federal Reserve to increase short-term interest rates by 50 basis points mid-month as anticipated. The Fund experienced a classic whipsaw as its interest rate positions flipped from long to short, only to see the market rally hard again as softer economic numbers triggered aggressive short covering. Higher interest rates pushed the Fund's long U.S. Dollar positions up against the British Pound, New Zealand Dollar and South African Rand. The energy sector continued to be the best performer in June. Although the mid-month OPEC meeting increased the official supply of crude, most of the increase was already being made available to the market through quota cheating. This, together with the apparent solidarity of OPEC, led to a strong rally that was profitable for the Fund's long positions. The rallies in the S&P and NASDAQ indices at month-end contributed to a moderate gain in this sector. In July, the Fund sustained losses in the energy sector due to increased crude oil production in Saudi Arabia, but managed small gains in the currencies and interest rates sectors. The volatility in the stock indices sector also continued to provide gains in July after a profitable June. Energy prices resumed a strong upward trend in August after the sell off in July. This sector provided the substantially all of the gain for the month. Small losses in the currencies and interest rates sectors offset some of this gain. In September, the G7 intervened to support the Euro causing both the Euro and British Pound to trade sharply higher against the U.S. Dollar. This led to losses in both the currency and cross rates sectors. The U.S. interest rate sector suffered due to a combination of weakness in the corporate sector, a surprisingly strong CPI number, and a shift in the government's debt repurchase program. This, combined with a sharp whipsaw in the Japanese Government Bond, caused interest rates to be the worst performing sector for the month. Most of October's profit came from the currency sector. Significant gains were earned in the Euro, British Pound and Japanese Yen, but were offset by losses in the Swiss Franc and Australian Dollar. Ongoing hostilities in the Middle East, further OPEC production promises, and relatively warm weather in the northeastern U.S. caused whipsawing in the energy markets. While significant gains were recorded in the energy sector early in October, the Fund closed the month only marginally profitable in this sector. No other sector contributed significantly to the return for the month. November proved to be the most profitable month of the year. During November, bond prices strengthened on the uncertainty surrounding the U.S. presidential election, poor corporate earnings forecasts, and increasingly compelling signs of an economic slowdown. This enabled the Fund to record substantial profits from its long interest rate positions, but reciprocally, it caused losses in long U.S. equity index positions. The Fund also recorded a gain in the energy sector as unseasonably cold weather in the northeast US and continuing tension in the Middle East combined to push prices higher which was positive for the Fund's long energy positions. In December, currencies posted a profitable month reflecting the continued strength of the U.S. Dollar. Negative equities performance contributed to a rally in interest rate instruments that made this the most profitable sector for December. The Fund's currency cross-rate positions were also profitable, with short Yen against long European currency positions contributing strongly. Positive performance in December contributed to a profitable fourth quarter and to a profitable year. 9 OFF-BALANCE SHEET RISK The term "off-balance sheet risk" refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may result in future obligation or loss. The Fund trades in futures, forward and swap contracts and is therefore a party to financial instruments with elements of off-balance sheet market and credit risk. In entering into these contracts there exists a risk to the Fund, market risk, that such contracts may be significantly influenced by market conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the futures interests positions of the Fund at the same time, and if the Fund's trading advisor was unable to offset futures interests positions of the Fund, the Fund could lose all of its assets and the Limited Partners would realize a 100% loss. Campbell & Company, Inc., the General Partner (who also acts as trading advisor), minimizes market risk through real-time monitoring of open positions, diversification of the portfolio and maintenance of a margin-to-equity ratio that rarely exceeds 30%. In addition to market risk, in entering into futures, forward and swap 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 and swap 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. Campbell & Company trades for the Fund only with those counterparties which it believes to be creditworthy. All positions of the Fund are valued each day on a mark-to-market basis. There can be no assurance that any clearing member, clearinghouse or other counterparty will be able to meet its obligations to the Fund. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK INTRODUCTION Past Results Not Necessarily Indicative of Future Performance The Fund is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and all or a substantial amount of the Fund's assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Fund's main line of business. Market movements result in frequent changes in the fair market value of the Fund's open positions and, consequently, in its earnings and cash flow. The Fund's market risk is influenced by a wide variety of factors, including the level and volatility of exchange rates, interest rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Fund's open positions and the liquidity of the markets in which it trades. The Fund rapidly acquires and liquidates both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Fund's past performance is not necessarily indicative of its future results. 10 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"). 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, "Qualitative and Quantitative Disclosures About Market Risk," is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, and multiplier features of the Fund's market sensitive instruments. QUANTIFYING THE FUND'S TRADING VALUE AT RISK Quantitative Forward-Looking Statements The following quantitative disclosures regarding the Fund's market risk exposures contain "forward-looking statements" within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact (such as the dollar amount of maintenance margin required for market risk sensitive instruments held at the end of the reporting period). The Fund's risk exposure in the various market sectors traded by Campbell & Company is quantified below in terms of Value at Risk. Due to the Fund's 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 intervals. 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 11 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. 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 December 31, 2002, 2001 and 2000 and the trading gains/losses by market category for the years then ended. All open position trading risk exposures of the Fund have been included in calculating the figures set forth below. As of December 31, 2002, 2001 and 2000, the Fund's total capitalization was approximately $1,618 million, $943 million and $631 million, respectively. DECEMBER 31, 2002 ----------------- % OF TOTAL TRADING MARKET SECTOR VALUE AT RISK CAPITALIZATION GAIN/(LOSS)* - ----------------------------- --------------- -------------- ------------ Currencies $52.32 million 3.23% 6.20% Energy $39.05 million 2.41% (1.96%) Interest Rates $23.75 million 1.47% 14.98% Stock Indices $13.28 million .82% 3.42% Metals $ 3.00 million .19% (.34%) ----------------- ---- ----- Total $131.40 million 8.12% 22.30% =============== ==== ===== * - Of the 13.12% return for the year ended December 31, 2002, approximately 22.30% was due to trading gains (before commissions) and approximately 1.62% was due to interest income, offset by approximately 10.80% due to brokerage fees, performance fees and operating and offering costs borne by the Fund. DECEMBER 31, 2001 ----------------- % OF TOTAL TRADING MARKET SECTOR VALUE AT RISK CAPITALIZATION GAIN/(LOSS)* - ------------- --------------- -------------- ------------ Currencies $44.57 million 4.72% 8.14% Stock Indices $13.76 million 1.46% 1.46% Interest Rates $12.33 million 1.31% 5.70% Energy $10.03 million 1.06% (6.18%) Metals $ .71 million .08% (.57%) -------------- ---- ---- Total $81.40 million 8.63% 8.55% ============== ===== ==== * - Of the 2.91% return for the year ended December 31, 2001, approximately 8.55% was due to trading gains (before commissions) and approximately 3.63% was due to interest income, offset by approximately 9.27% due to brokerage fees, performance fees and operating and offering costs borne by the Fund. 12 DECEMBER 31, 2000 ----------------- % OF TOTAL TRADING MARKET SECTOR VALUE AT RISK CAPITALIZATION GAIN/(LOSS)* - ------------- --------------- -------------- ------------ Interest Rates $23.16 million 3.67% 2.45% Currencies $16.58 million 2.63% 3.86% Stock Indices $13.99 million 2.22% (1.65%) Energy $10.75 million 1.70% 12.39% Metals $1.24 million .20% (2.44%) Agriculturals $ 0 million 0% (.27%) -------------- ----- ----- Total $65.72 million 10.42% 14.34% ============== ====== ===== * - Of the 10.70% return for the year ended December 31, 2000, approximately 14.34% was due to trading gains (before commissions) and approximately 5.83% was due to interest income, offset by approximately 9.47% in brokerage fees, performance fees and operating and offering 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 -- give 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. 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 Campbell & Company 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. 13 The following were the primary trading risk exposures of the Fund as of December 31, 2002, by market sector. Currencies Exchange rate risk is the principal market exposure of the Fund. The Fund's currency exposure is to exchange rate fluctuations, primarily fluctuations which disrupt the historical pricing relationships between different currencies and currency pairs. These fluctuations are influenced by interest rate changes as well as political and general economic conditions. The Fund trades in a large number of currencies, including cross-rates -- i.e., positions between two currencies other than the U.S. Dollar. Campbell & Company 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 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. However, the Fund also takes positions in the government debt of Switzerland. Campbell & Company anticipates that G-7 interest rates will remain the primary market exposure of the Fund for the foreseeable future. The changes in interest rates which have the most effect on the Fund are changes in long-term, as opposed to short-term rates. Most of the speculative positions held by the Fund are in medium- to long-term instruments. Consequently, even a material change in short-term rates would have little effect on the Fund were the medium- to long-term rates to remain steady. Stock Indices The Fund's primary equity exposure is to equity price risk in the G-7 countries and several other countries (Hong Kong, Spain and Taiwan). The stock index futures traded by the Fund are limited to futures on broadly based indices. As of December 31, 2002, the Fund's primary exposures were in the FTSE (U.K.), Nikkei (Japan), Hang Seng (Hong Kong), IBEX (Spain), Euro STOXX 50, and DAX (Germany) stock 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 December 31, 2002, natural gas, crude 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. The risk allocation to the metal sector has not exceeded 5% of the Fund portfolio's during 2002. QUALITATIVE DISCLOSURES REGARDING NON-TRADING RISK EXPOSURE The following were the only non-trading risk exposures of the Fund as of December 31, 2002. 14 Foreign Currency Balances The Fund's primary foreign currency balances are in Japanese Yen, British Pounds and Euros. The Fund controls the non-trading risk of these balances by regularly converting these balances back into dollars (no less frequently than twice a month, and more frequently if a particular foreign currency balance becomes unusually large). Treasury Bill Positions The Fund's only market exposure in instruments held other than for trading is in its Treasury Bill portfolio. The Fund holds Treasury Bills (interest bearing and credit risk-free) with durations no longer than six months. 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 Campbell & Company, severally, attempt to manage the risk of the Fund's open positions is essentially the same in all market categories traded. Campbell & Company applies risk management policies to its trading which generally limit the total exposure that may be taken per "risk unit" of assets under management. In addition, Campbell & Company follows 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. Campbell & Company controls the risk of the Fund's non-trading instruments (Treasury Bills held for cash management purposes) by limiting the duration of such instruments to no more than six months. GENERAL 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Financial statements meeting the requirements of Regulation S-X appear beginning on Page 22 of this report. The supplementary financial information specified by Item 302 of Regulation S-K is included in Item 6. Selected Financial Data. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. 15 PART III ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT The Registrant has no directors or executive officers. The Registrant has no employees. It is managed by Campbell & Company in its capacity as general partner. Campbell & Company has been registered as a commodity pool operator (CPO) since September 1982. Its main business address is 210 West Pennsylvania Avenue, Towson, Maryland 21204, (410) 296-3301. Campbell & Company's directors and executive officers are as follows: THERESA D. BECKS, born in 1963, joined Campbell & Company in 1991 and serves as the CHIEF FINANCIAL OFFICER, SECRETARY, TREASURER, and a DIRECTOR. In addition to her role as CFO, Ms. Becks also oversees administration and compliance. Ms. Becks is currently a member of the Board of Directors of the Managed Funds Association. From December 1987 to June 1991, she was employed by Bank of Maryland Corporation, a publicly held company, as a Vice President and Chief Financial Officer. Prior to that time, she worked with Ernst & Young. Ms. Becks is a C.P.A. and has a B.S. in Accounting from the University of Delaware. Ms. Becks is an Associated Person of Campbell & Company. RICHARD M. BELL, born in 1952, began his employment with Campbell & Company in May 1990 and serves as a SENIOR VICE PRESIDENT - TRADING. His duties include managing daily trade execution for the assets under Campbell's management. From September 1986 through May 1990, Mr. Bell was the managing general partner of several partnerships registered as broker-dealers involved in market making on the floor of the Philadelphia Stock Exchange ("PHLX") and Philadelphia Board of Trade ("PBOT"). From July 1975 through September 1986, Mr. Bell was a stockholder and Executive Vice-President of Tague Securities, Inc., a registered broker-dealer. Mr. Bell graduated from Lehigh University with a B.S. in Finance. Mr. Bell is an Associated Person of Campbell & Company. D. KEITH CAMPBELL, born in 1942, has served as the CHAIRMAN OF THE BOARD OF DIRECTORS of Campbell & Company since it began operations, was President until January 1, 1994, and Chief Executive Officer until January 1, 1998. Mr. Campbell is the majority stockholder. From 1971 through June 1978, he was a registered representative of a futures commission merchant. Mr. Campbell has acted as a commodity trading advisor since January 1972 when, as general partner of the Campbell Fund, a limited partnership engaged in commodity futures trading, he assumed sole responsibility for trading decisions made on behalf of the Fund. Since then, he has applied various technical trading models to numerous discretionary futures trading accounts. Mr. Campbell is registered with the CFTC and NFA as a commodity pool operator. Mr. Campbell is an Associated Person of Campbell & Company. WILLIAM C. CLARKE, III, born in 1951, joined Campbell & Company in June 1977 and serves as an EXECUTIVE VICE PRESIDENT and DIRECTOR. Mr. Clarke holds a B.S. in Finance from Lehigh University where he graduated in 1973. Mr. Clarke currently oversees all aspects of research, which involves the development of proprietary trading models and portfolio management methods. Mr. Clarke is an Associated Person of Campbell & Company. BRUCE L. CLELAND, born in 1947, joined Campbell & Company in January 1993 and presently serves as PRESIDENT, CHIEF EXECUTIVE OFFICER and a DIRECTOR. Mr. Cleland has worked in the international derivatives industry since 1973, and has owned and managed firms engaged in global clearing, floor brokerage, trading, and portfolio management. Mr. Cleland previously served as a member of the Board of Directors of the Managed Funds Association, and has previously served as a member of the Board of Governors of the COMEX, in New York. Mr. Cleland is a graduate of Victoria University in Wellington, New Zealand where he earned a Bachelor of Commerce and Administration degree. Mr. Cleland is an Associated Person of Campbell & Company. PHIL LINDNER, born in 1954, serves as VICE PRESIDENT - INFORMATION TECHNOLOGY. He has been employed by Campbell & Company since October 1994 and was appointed the IT Director in March 1996 and Vice President in January 1998. Prior to joining Campbell & Company, Mr. Lindner worked as a programmer and manager for Amtote, a provider of race track computer systems. 16 JAMES M. LITTLE, born in 1946, joined Campbell & Company in April 1990 and serves as EXECUTIVE VICE PRESIDENT - BUSINESS DEVELOPMENT and a DIRECTOR. Mr. Little holds a B.S. in Economics and Psychology from Purdue University. From March 1989 through April 1990, Mr. Little was a registered representative of A.G. Edwards & Sons, Inc. From January 1984 through March 1989, he was the Chief Executive Officer of James Little & Associates, Inc., a registered commodity pool operator and registered broker-dealer. Mr. Little is the co-author of The Handbook of Financial Futures, and is a frequent contributor to investment industry publications. Mr. Little is an Associated Person of Campbell & Company. C. DOUGLAS YORK, born in 1958, has been employed by Campbell & Company since November 1992 and serves as a SENIOR VICE PRESIDENT - TRADING. His duties include managing daily trade execution for the assets under Campbell & Company's management. From January 1991 to November 1992, Mr. York was the Global Foreign Exchange Manager for Black & Decker. He holds a B.A. in Government from Franklin and Marshall College. Mr. York is an Associated Person of Campbell & Company. There has never been a material administrative, civil or criminal action brought against Campbell & Company or any of its directors, executive officers, promoters or control persons. No Forms 3, 4, or 5 have been furnished to the Registrant since inception. To the best of the Registrant's knowledge, no such forms have been or are required to be filed. ITEM 11. EXECUTIVE COMPENSATION The Registrant is managed by its general partner, Campbell & Company. Campbell & Company receives from the Registrant a Brokerage Fee equal to up to 8% of the Registrant's month-end Net Assets per year. From such 8% Brokerage Fee, Campbell & Company remits up to 1% to the Commodity Broker for execution and clearing costs, and 4% to the broker-dealers which engaged in the distribution of the Units in return for ongoing services to the Limited Partners. Campbell & Company retains the remaining 3% as management fees (2% for providing advisory fees and 1% for acting as general partner). Campbell & Company also receives a performance fee of 20% of the aggregate cumulative appreciation (if any) in Net Asset Value per unit at the end of each calendar quarter, exclusive of the appreciation attributable to interest income. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS (a) Security Ownership of Certain Beneficial Owners. As of December 31, 2002, no Units of Limited Partnership are owned or held by an officer of Campbell & Company. (b) Security Ownership of Management. As of December 31, 2002, Campbell & Company owned 7,262.904 Units of General Partnership Interest having a value of $16,240,216. Units of General Partnership will always be owned by Campbell & Company in its capacity as general partner. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS See Item 11, Executive Compensation and Item 12, Security Ownership of Certain Beneficial Owners and Management. ITEM 14. CONTROLS AND PROCEDURES Campbell & Company, Inc., the general partner of the Fund, with the participation of the general partner's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Fund within 90 days of the filing date of this annual report, and, based on their evaluation, have concluded that these disclosure controls and procedures are effective. There were no significant changes in the general partner's internal controls with respect to the Fund or in other factors applicable to the Fund that could significantly affect these controls subsequent to the date of their evaluation. 17 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) The Following documents are filed as part of this report: (1) See Financial Statements beginning on page 22 hereof. (2) Schedules: Financial statement schedules have been omitted because they are not included in the financial statements or notes hereto applicable or because equivalent information has been included in the financial statements or notes thereto. (3) Exhibits Exhibit Number Description of Document - -------------- ----------------------- 1.01 Form of Selling Agreement among the Registrant, Campbell & Company, PaineWebber Incorporated and the Selling Agent. (Incorporated by reference to the respective exhibit to the Registrant's Registration Statement on Form S-1 (No. 333-43250) filed on August 8, 2000). 1.02 Form of Auxiliary Selling Agreement. (Incorporated by reference to the respective exhibit to the Registrant's Registration Statement on Form S-1 (No. 333-80933) filed on June 17, 1999). 3.01 Agreement of Limited Partnership of the Registrant dated May 11, 1993. (Incorporated by reference to the respective exhibit to the Registrant's Registration Statement on Form S-1 (No. 33-67164) filed on August 9, 1993). 3.02 Certificate of Limited Partnership of the Registrant. (Incorporated by reference to the respective exhibit to the Registrant's Registration Statement on Form S-1 (No. 33-67164) filed on August 9, 1993). 3.03 Amended Agreement of Limited Partnership of the Registrant. (Incorporated by reference to the respective exhibit to the Registrant's Registration Statement of Form S-1 (No. 333-101011) filed on December 4, 2002). 10.01 Form of Advisory Agreement between the Registrant and Campbell & Company. (Incorporated by reference to the respective exhibit to the Registrant's Registration Statement on Form S-1 (No. 33-67164) filed on August 9, 1993). 10.02 Form of Customer Agreement between the Registrant and PaineWebber Incorporated. (Incorporated by reference to the respective exhibit to the Registrant's Registration Statement on Form S-1 (No. 33-67164) filed on August 9, 1993). 10.03 Subscription Agreement and Power of Attorney. (Incorporated by reference to the respective exhibit to the Registrant's Registration Statement of Form S-1 (No. 333-101011) filed on December 4, 2002). 10.04 Escrow Agreement between the Registrant and Mercantile Safe Deposit & Trust Company. (Incorporated by reference to the respective exhibit to the Registrant's Registration Statement on Form S-1 (No. 33-67164) filed on August 9, 1993). 10.05 International Swap Dealers Association, Inc. Master Agreement between the Registrant and ABN AMRO Bank, N.V. (Incorporated by reference to the respective exhibit to the Registrant's Registration Statement of Form S-1 (No. 333-61274) filed on May 18, 2001). 10.06 International Swap Dealers Association, Inc. Master Agreement between the Registrant and Deutsche Bank AG. (Incorporated by reference to the respective exhibit to the Registrant's Registration Statement of Form S-1 (No. 333-61274) filed on May 18, 2001). 99.01 Certification of Bruce L. Cleland, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of The Sarbanes-Oxley Act of 2002. 99.02 Certification of Theresa D. Becks, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of The Sarbanes-Oxley Act of 2002. (b) Reports on Form 8-K None. 18 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) 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 on March 28, 2003. CAMPBELL STRATEGIC ALLOCATION FUND, L.P. By: CAMPBELL & COMPANY, INC. General Partner By: /s/ Theresa D. Becks ---------------------------------------------- Theresa D. Becks Chief Financial Officer, Secretary, Treasurer and Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities indicated on March 28, 2003. Signature Capacity --------- -------- /s/ D. Keith Campbell - ---------------------------------- D.Keith Campbell Chairman of the Board /s/ William C. Clarke, III - ---------------------------------- William C. Clarke, III Executive Vice President and Director /s/ Bruce L. Cleland - ---------------------------------- Bruce L. Cleland President, Chief Executive Officer and Director /s/ Theresa D. Becks - ---------------------------------- Theresa D. Becks Chief Financial Officer, Secretary, Treasurer and Director /s/ James M. Little - ---------------------------------- James M. Little Executive Vice President and Director 19 CERTIFICATION I, Bruce L. Cleland, Chief Executive Officer of Campbell & Company, Inc., the general partner of Campbell Strategic Allocation Fund, L.P. (the "Fund"), certify that: 1. I have reviewed this annual report on Form 10-K of the Fund; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Fund as of, and for, the periods presented in this annual report; 4. The Fund's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Fund and we have: (i) designed such disclosure controls and procedures to ensure that material information relating to the Fund, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; (ii) evaluated the effectiveness of the Fund's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and (iii) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Fund's other certifying officer and I have disclosed, based on our most recent evaluation, to the Fund's auditors and the audit committee of the Fund's board of directors (or persons performing the equivalent functions): (i) all significant deficiencies in the design or operation of internal controls which could adversely affect the Fund's ability to record, process, summarize and report financial data and have identified for the Fund's auditors any material weaknesses in internal controls; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Fund's internal controls; and 6. The Fund's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. By: /s/ Bruce L. Cleland ----------------------- Bruce L. Cleland Chief Executive Officer March 28, 2003 20 CERTIFICATION I, Theresa D. Becks, Chief Financial Officer of Campbell & Company, Inc., the general partner of Campbell Strategic Allocation Fund, L.P. (the "Fund"), certify that: 1. I have reviewed this annual report on Form 10-K of the Fund; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the Fund as of, and for, the periods presented in this annual report; 4. The Fund's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Fund and we have: (i) designed such disclosure controls and procedures to ensure that material information relating to the Fund, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; (ii) evaluated the effectiveness of the Fund's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and (iii) presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Fund's other certifying officer and I have disclosed, based on our most recent evaluation, to the Fund's auditors and the audit committee of the Fund's board of directors (or persons performing the equivalent functions): (i) all significant deficiencies in the design or operation of internal controls which could adversely affect the Fund's ability to record, process, summarize and report financial data and have identified for the Fund's auditors any material weaknesses in internal controls; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Fund's internal controls; and 6. The Fund's other certifying officer and I have indicated in this annual report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. By: /s/ Theresa D. Becks ------------------------------ Theresa D. Becks Chief Financial Officer March 28, 2003 21 CAMPBELL STRATEGIC ALLOCATION FUND, L.P. ANNUAL REPORT December 31, 2002 22 CAMPBELL STRATEGIC ALLOCATION FUND, L.P INDEX PAGES ----- INDEPENDENT AUDITOR'S REPORT 24 FINANCIAL STATEMENTS Statements of Financial Condition December 31, 2002 and 2001 25 Condensed Schedule of Investments December 31, 2002 26 Statements of Operations For the Years Ended December 31, 2002, 2001 and 2000 27 Statements of Cash Flows For the Years Ended December 31, 2002, 2001 and 2000 28 Statements of Changes in Partners' Capital (Net Asset Value) For the Years Ended December 31, 2002, 2001 and 2000 29 Notes to Financial Statements 30-35 23 ARTHUR F. BELL, JR. & ASSOCIATES, L.L.C. CERTIFIED PUBLIC ACCOUNTANTS (410) 771-0001 FAX (410) 785-9784 www.afb-a.com Member: American Institute of Certified Public Accountants Suite 200 SEC Practice Section 201 International Circle Maryland Association of Certified Public Accountants Hunt Valley, Maryland 21030 INDEPENDENT AUDITOR'S REPORT To the Partners Campbell Strategic Allocation Fund, L.P. We have audited the accompanying statements of financial condition of Campbell Strategic Allocation Fund, L.P. as of December 31, 2002 and 2001, including the December 31, 2002 condensed schedule of investments, and the related statements of operations, cash flows and changes in partners' capital (net asset value) for the years ended December 31, 2002, 2001 and 2000. These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Campbell Strategic Allocation Fund, L.P. as of December 31, 2002 and 2001, and the results of its operations, cash flows and the changes in its net asset values for the years ended December 31, 2002, 2001 and 2000, in conformity with accounting principles generally accepted in the United States of America. /s/ Arthur F. Bell, Jr. & Associates, L.L.C. Hunt Valley, Maryland January 22, 2003 24 CAMPBELL STRATEGIC ALLOCATION FUND, L.P. STATEMENTS OF FINANCIAL CONDITION December 31, 2002 and 2001 2002 2001 -------------- ------------- ASSETS Equity in broker trading accounts Cash $ 41,776,698 $ 43,668,215 United States government securities 734,598,883 449,121,672 Unrealized gain on open futures contracts 16,807,266 490,603 -------------- ------------- Deposits with broker 793,182,847 493,280,490 Cash and cash equivalents 314,337,785 152,320,470 United States government securities 518,161,351 265,950,001 Unrealized gain (loss) on open swap contracts 5,108,650 (2,150,863) Unrealized gain on open forward contracts 23,639,509 44,784,818 -------------- ------------- Total assets $1,654,430,142 $ 954,184,916 ============== ============= LIABILITIES Accounts payable $ 604,807 $ 391,290 Brokerage fee 9,036,828 5,512,665 Offering costs payable 666,954 414,463 Redemptions payable 8,965,508 4,389,895 Subscription deposits 17,206,853 257,731 -------------- ------------- Total liabilities 36,480,950 10,966,044 -------------- ------------- PARTNERS' CAPITAL (NET ASSET VALUE) General Partner - 7,262.904 and 4,881.720 units outstanding at December 31, 2002 and 2001 16,240,216 9,649,832 Limited Partners - 716,313.085 and 472,279.945 units outstanding at December 31, 2002 and 2001 1,601,708,976 933,569,040 -------------- ------------- Total partners' capital (Net Asset Value) 1,617,949,192 943,218,872 -------------- ------------- $1,654,430,142 $ 954,184,916 ============== ============= See accompanying notes. 25 CAMPBELL STRATEGIC ALLOCATION FUND, L.P. CONDENSED SCHEDULE OF INVESTMENTS December 31, 2002 UNITED STATES GOVERNMENT SECURITIES % of Net Face Value Description Value Asset Value ---------- ----------- ----- ----------- $315,000,000 U.S. Treasury Bills, 1/9/03 $ 314,893,007 19.46 % $300,000,000 U.S. Treasury Bills, 3/20/03 299,239,500 18.50 % $270,000,000 U.S. Treasury Bills, 1/02/03 269,988,562 16.69 % $170,000,000 U.S. Treasury Bills, 1/30/03 169,802,534 10.50 % $100,000,000 U.S. Treasury Bills, 1/23/03 99,900,972 6.17 % Various other U.S. Treasury Bills 98,935,659 6.11 % -------------- ----- TOTAL UNITED STATES GOVERNMENT SECURITIES (COST, INCLUDING ACCRUED INTEREST, - $1,252,760,234) $1,252,760,234 77.43 % ============== ===== LONG FUTURES CONTRACTS % of Net Description Value Asset Value ----------- ----- ----------- Energy $ (3,570,140) (0.22)% Metals (375,153) (0.02)% Stock index (753,424) (0.05)% Short-term interest rates 7,949,648 0.49 % Long-term interest rates 11,282,923 0.70 % -------------- ----- Total long futures contracts $ 14,533,854 0.90 % -------------- ----- SHORT FUTURES CONTRACTS % of Net Description Value Asset Value ----------- ----- ----------- Metals $ 73,978 0.00 % Stock index 2,199,434 0.14 % -------------- ----- Total short futures contracts $ 2,273,412 0.14 % -------------- ----- TOTAL FUTURES CONTRACTS $ 16,807,266 1.04 % ============== ===== LONG FORWARD CURRENCY CONTRACTS % of Net Description Value Asset Value ----------- ----- ----------- Various long forward currency contracts $ 129,432,353 8.00 % -------------- ----- SHORT FORWARD CURRENCY CONTRACTS % of Net Amount Description Value Asset Value ------ ----------- ----- ----------- 2,457,000,000 Swiss Franc, 3/19/03 $ (96,134,925) (5.94)% Other short forward currency contracts (9,657,919) (0.60)% -------------- ----- Total short forward currency contracts $ (105,792,844) (6.54)% -------------- ----- TOTAL FORWARD CURRENCY CONTRACTS $ 23,639,509 1.46 % ============== ===== SWAP CONTRACTS % of Net Description Value Asset Value ----------- ----- ----------- Long metal swap contracts $ 5,434,800 0.34 % Short metal swap contracts (326,150) (0.02)% -------------- ----- TOTAL SWAP CONTRACTS $ 5,108,650 0.32 % ============== ===== See accompanying notes. 26 CAMPBELL STRATEGIC ALLOCATION FUND, L.P. STATEMENTS OF OPERATIONS For the Years Ended December 31, 2002, 2001 and 2000 2002 2001 2000 ------------- ------------ ------------- INCOME Futures trading gains (losses) Realized $ 166,999,777 $ 82,486,335 $ 59,418,153 Change in unrealized 16,316,663 (23,806,749) 7,785,196 ------------- ------------ ------------- Gain from futures trading 183,316,440 58,679,586 67,203,349 ------------- ------------ ------------- Forward and swap trading gains (losses) Realized 86,515,089 (29,060,556) 12,338,257 Change in unrealized (13,885,796) 38,540,154 (2,004,516) ------------- ------------ ------------- Gain from forward and swap trading 72,629,293 9,479,598 10,333,741 ------------- ------------ ------------- Interest income 18,774,658 27,529,282 30,585,256 ------------- ------------ ------------- Total income 274,720,391 95,688,466 108,122,346 ------------- ------------ ------------- EXPENSES Brokerage fee 86,421,036 57,252,553 40,968,168 Performance fee 30,713,834 7,396,537 4,226,508 Operating expenses 1,606,269 1,103,317 1,101,119 ------------- ------------ ------------- Total expenses 118,741,139 65,752,407 46,295,795 ------------- ------------ ------------- NET INCOME $ 155,979,252 $ 29,936,059 $ 61,826,551 ============= ============ ============= NET INCOME PER GENERAL AND LIMITED PARTNER UNIT (based on weighted average number of units outstanding during the year) $ 282.19 $ 76.29 $ 208.13 ============= ============ ============= INCREASE IN NET ASSET VALUE PER GENERAL AND LIMITED PARTNER UNIT $ 259.32 $ 55.92 $ 185.62 ============= ============ ============= See accompanying notes. 27 CAMPBELL STRATEGIC ALLOCATION FUND, L.P. STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2002, 2001 and 2000 2002 2001 2000 ------------- ------------- ------------- CASH FLOWS FROM (FOR) OPERATING ACTIVITIES Net income $ 155,979,252 $ 29,936,059 $ 61,826,551 Adjustments to reconcile net income to net cash (for) operating activities Net change in unrealized (2,430,867) (14,733,405) (5,780,680) Increase (decrease) in accounts payable and accrued expenses 3,737,680 (2,605,444) 5,130,690 Net (purchases) of investments in United States government securities (537,688,561) (232,452,837) (96,553,110) ------------- ------------- ------------- Net cash (for) operating activities (380,402,496) (219,855,627) (35,376,549) ------------- ------------- ------------- CASH FLOWS FROM (FOR) FINANCING ACTIVITIES Addition of units 624,223,999 350,629,619 158,275,344 Increase in subscription deposits 16,949,122 130,685 19,751 Redemption of units (98,699,321) (63,486,011) (70,088,150) Increase (decrease) in redemptions payable 4,575,613 (1,241,815) (3,443,088) Offering costs charged (6,773,610) (4,485,807) (3,408,837) Increase in offering costs payable 252,491 114,963 39,905 ------------- ------------- ------------- Net cash from financing activities 540,528,294 281,661,634 81,394,925 ------------- ------------- ------------- Net increase in cash and cash equivalents 160,125,798 61,806,007 46,018,376 CASH AND CASH EQUIVALENTS Beginning of year 195,988,685 134,182,678 88,164,302 ------------- ------------- ------------- End of year $ 356,114,483 $ 195,988,685 $ 134,182,678 ============= ============= ============= End of year cash and cash equivalents consists of: Cash in broker trading accounts $ 41,776,698 $ 43,668,215 $ 46,527,143 Cash and cash equivalents 314,337,785 152,320,470 87,655,535 ------------- ------------- ------------- Total end of year cash and cash equivalents $ 356,114,483 $ 195,988,685 $ 134,182,678 ============= ============= ============= See accompanying notes. 28 CAMPBELL STRATEGIC ALLOCATION FUND, L.P. STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE) For the Years Ended December 31, 2002, 2001 and 2000 Partners' Capital --------------------------------------------------------------------------------------------- General Limited Total ------------------------- ----------------------------- ---------------------------- Units Amount Units Amount Units Amount ----- ------ ----- ------ ----- ------ Balances at December 31, 1999 2,904.862 $ 5,040,488 276,039.045 $ 478,979,616 278,943.907 $ 484,020,104 Net income for the year ended December 31, 2000 617,436 61,209,115 61,826,551 Additions 401.899 730,000 88,328.360 157,545,344 88,730.259 158,275,344 Redemptions 0.000 0 (39,362.648) (70,088,150) (39,362.648) (70,088,150) Offering costs (36,255) (3,372,582) (3,408,837) --------- ----------- ----------- -------------- ----------- -------------- Balances at December 31, 2000 3,306.761 6,351,669 325,004.757 624,273,343 328,311.518 630,625,012 Net income for the year ended December 31, 2001 303,730 29,632,329 29,936,059 Additions 1,574.959 3,039,801 179,648.673 347,589,818 181,223.632 350,629,619 Redemptions 0.000 0 (32,373.485) (63,486,011) (32,373.485) (63,486,011) Offering costs (45,368) (4,440,439) (4,485,807) --------- ----------- ----------- -------------- ----------- -------------- Balances at December 31, 2001 4,881.720 9,649,832 472,279.945 933,569,040 477,161.665 943,218,872 Net income for the year ended December 31, 2002 1,570,353 154,408,899 155,979,252 Additions 2,440.185 5,216,038 291,759.495 619,007,961 294,199.680 624,223,999 Redemptions (59.001) (127,571) (47,726.355) (98,571,750) (47,785.356) (98,699,321) Offering costs (68,436) (6,705,174) (6,773,610) --------- ----------- ----------- -------------- ----------- -------------- Balances at December 31, 2002 7,262.904 $16,240,216 716,313.085 $1,601,708,976 723,575.989 $1,617,949,192 ========= =========== ============ ============== =========== ============== Net Asset Value Per General and Limited Partner Unit ---------------------------------------------------- December 31, 2002 2001 2000 ---- ---- ---- $2,236.05 $1,976.73 $1,920.81 ========= ========= ========= See accompanying notes. 29 CAMPBELL STRATEGIC ALLOCATION FUND, L.P. NOTES TO FINANCIAL STATEMENTS Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. General Description of the Fund Campbell Strategic Allocation Fund, L.P. (the Fund) is a Delaware limited partnership which operates as a commodity investment pool. The Fund engages in the speculative trading of futures contracts, forward contracts and swap contracts. B. Regulation As a registrant with the Securities and Exchange Commission, the Fund is subject to the regulatory requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934. As a commodity investment pool, the Fund is subject to the regulations of the Commodity Futures Trading Commission, an agency of the United States (U.S.) government which regulates most aspects of the commodity futures industry; rules of the National Futures Association, an industry self-regulatory organization; and the requirements of the various commodity exchanges where the Fund executes transactions. Additionally, the Fund is subject to the requirements of futures commission merchants (brokers) and interbank and other market makers through which the Fund trades. C. Method of Reporting 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 the Fund's management. Transactions are accounted for on the trade date. 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. Brokerage commissions and other trading fees paid directly to the broker are included in "brokerage fee" and are charged to expense when contracts are opened. United States government securities are stated at cost plus accrued interest, which approximates market value. For purposes of both financial reporting and calculation of redemption value, Net Asset Value per unit is calculated by dividing Net Asset Value by the number of outstanding units. D. Cash and Cash Equivalents Cash and cash equivalents includes cash and short-term time deposits held at financial institutions. 30 CAMPBELL STRATEGIC ALLOCATION FUND, L.P. NOTES TO FINANCIAL STATEMENTS (CONTINUED) Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) E. Income Taxes The Fund prepares calendar year U.S. and applicable state information tax returns and reports to the partners their allocable shares of the Fund's income, expenses and trading gains or losses. F. Offering Costs Campbell & Company, Inc. (Campbell & Company) has incurred all costs in connection with the initial and continuous offering of units of the Fund (offering costs). The Fund's liability for offering costs is limited to the maximum of total offering costs incurred by Campbell & Company or 2.5% of the aggregate subscriptions accepted during the initial and continuous offerings; this maximum is further limited by 30 month pay-out schedules. The Fund is only liable for payment of offering costs on a monthly basis as calculated based on the limitations stated above. At December 31, 2002, the Fund reflects a liability in the statement of financial condition for offering costs payable to Campbell & Company of $666,954. The amount of monthly reimbursement due to Campbell & Company is charged directly to partners' capital. If the Fund terminates prior to completion of payment of the calculated amounts to Campbell & Company, Campbell & Company will not be entitled to any additional payments, and the Fund will have no further obligation to Campbell & Company. At December 31, 2002, the amount of unreimbursed offering costs incurred by Campbell & Company is $9,624,218. G. Foreign Currency Transactions The Fund's functional currency is the U.S. dollar; however, it transacts business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the statement of financial condition. Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period. Gains and losses resulting from the translation to U.S. dollars are reported in income currently. Note 2. GENERAL PARTNER AND COMMODITY TRADING ADVISOR The general partner of the Fund is Campbell & Company, which conducts and manages the business of the Fund. Campbell & Company is also the commodity trading advisor of the Fund. The Amended Agreement of Limited Partnership provides that Campbell & Company may make withdrawals of its units, provided that such withdrawals do not reduce Campbell & Company's aggregate percentage interest in the Fund to less than 1% of the net aggregate contributions. 31 CAMPBELL STRATEGIC ALLOCATION FUND, L.P. NOTES TO FINANCIAL STATEMENTS (CONTINUED) Note 2. GENERAL PARTNER AND COMMODITY TRADING ADVISOR (CONTINUED) Campbell & Company is required by the Amended Agreement of Limited Partnership to maintain a net worth equal to at least 5% of the capital contributed by all the limited partnerships for which it acts as general partner, including the Fund. The minimum net worth shall in no case be less than $50,000 nor shall net worth in excess of $1,000,000 be required. Commencing January 1, 2001, the Fund pays a monthly brokerage fee equal to 1/12 of 7% (7% annualized) of month-end net assets to Campbell & Company and $10 per round turn to the broker for execution and clearing costs, the total of which is reported as brokerage fee in the statement of operations. From the 7% fee, a portion (4%) is used to compensate selling agents for ongoing services rendered and a portion (3%) is retained by Campbell & Company for trading and management services rendered. The amount paid to the broker for execution and clearing costs is limited to 1/12 of 1% (1% annualized) of month-end net assets. From August 1, 2000 through December 31, 2000, the monthly brokerage fee was equal to 1/12 of 7.65% (7.65% annualized) of month-end net assets, with the broker directly receiving an amount equal to 1/12 of 0.65% (0.65% annualized) of month-end net assets. Prior to August 1, 2000, the monthly brokerage fee was equal to 1/12 of 7.7% (7.7% annualized) of month-end net assets, with the amount paid directly to the broker equal to 1/12 of 0.7% (0.7% annualized) of month-end net assets. During 2002, 2001 and 2000, the amounts paid directly to the broker amounted to $5,418,630, $3,693,099 and $3,615,766, respectively. Campbell & Company is also paid a quarterly performance fee of 20% of the Fund's aggregate cumulative appreciation in the Net Asset Value per unit, exclusive of appreciation attributable to interest income. Note 3. DEPOSITS WITH BROKER The Fund deposits assets with a broker 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 broker. The Fund earns interest income on its assets deposited with the broker. Note 4. OPERATING EXPENSES Operating expenses of the Fund are limited by the Amended Agreement of Limited Partnership to 0.5% per year of the average month-end Net Asset Value of the Fund. Actual operating expenses were less than 0.5% of average month-end Net Asset Value for the years ended December 31, 2002, 2001 and 2000. 32 CAMPBELL STRATEGIC ALLOCATION FUND, L.P. NOTES TO FINANCIAL STATEMENTS (CONTINUED) Note 5. SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS Investments in the Fund are made by subscription agreement, subject to acceptance by Campbell & Company. In December 2002, the Fund received deposits from prospective limited partners totaling $17,206,853. These deposits were returned to the prospective investors in January 2003. The Fund is not required to make distributions, but may do so at the sole discretion of Campbell & Company. A limited partner may request and receive redemption of units owned, subject to restrictions in the Amended Agreement of Limited Partnership. Redemption fees apply through the first twelve month-ends following purchase as follows: 4% of Net Asset Value per unit redeemed through the third month-end, 3% of Net Asset Value per unit redeemed through the sixth month-end, 2% of Net Asset Value per unit redeemed through the ninth month-end and 1% of Net Asset Value per unit redeemed through the twelfth month-end. After the twelfth month-end following purchase of a unit, no redemption fees apply. Note 6. TRADING ACTIVITIES AND RELATED RISKS The Fund engages in the speculative trading of U.S. and foreign futures contracts, forward contracts and swap contracts (collectively, "derivatives"). The Fund 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 broker. 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 amount of required margin and good faith deposits with the broker and interbank and other market makers usually range from 10% to 30% of Net Asset Value. The market value of securities held to satisfy such requirements at December 31, 2002 and 2001 was $1,252,760,234 and $715,071,673, respectively, which equals 77% and 76% of Net Asset Value, respectively. The cash deposited with interbank and other market makers at December 31, 2002 and 2001 was $176,597,790 and $112,287,187, respectively, and is included in cash and cash equivalents. The Fund trades forward and swap contracts in unregulated markets between principals and assumes the risk of loss from counterparty nonperformance. Accordingly, the risks associated with forward and swap contracts are generally greater than those associated with exchange traded contracts because of the greater risk of counterparty default. Additionally, the trading of forward and swap contracts typically involves delayed cash settlement. 33 CAMPBELL STRATEGIC ALLOCATION FUND, L.P. NOTES TO FINANCIAL STATEMENTS (CONTINUED) Note 6. TRADING ACTIVITIES AND RELATED RISKS (CONTINUED) The Fund has a substantial portion of its assets on deposit with financial institutions. In the event of a financial institution's insolvency, recovery of Fund assets on deposit may be limited to account insurance or other protection afforded such deposits. For derivatives, risks arise from changes in the market value of the contracts. Theoretically, the Fund is exposed to a market risk equal to the notional contract value of futures, forward and swap contracts purchased and unlimited liability on such contracts sold short. The unrealized gain (loss) on open futures, forward and swap contracts is comprised of the following: Futures Contracts Forward and Swap Contracts (exchange traded) (non-exchange traded) December 31, December 31, 2002 2001 2002 2001 ---- ---- ---- ---- Gross unrealized gains $ 28,128,413 $ 7,971,570 $ 141,686,377 $ 53,378,920 Gross unrealized losses (11,321,147) (7,480,967) (112,938,218) (10,744,965) ------------- ------------ -------------- ------------- Net unrealized gain $ 16,807,266 $ 490,603 $ 28,748,159 $ 42,633,955 ============ ============ ============== ============ Open contracts generally mature within three months; as of December 31, 2002, the latest maturity date for open futures contracts is September 2003, and the latest maturity date for open forward and swap contracts is March 2003. However, the Fund intends to close all contracts prior to maturity. Campbell & Company 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. Campbell & Company's basic market risk control procedures consist of continuously monitoring open positions, diversification of the portfolio and maintenance of a margin-to-equity ratio that rarely exceeds 30%. Campbell & Company seeks to minimize credit risk primarily by depositing and maintaining the Fund's assets at financial institutions and brokers which Campbell & Company believes to be creditworthy. 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. 34 CAMPBELL STRATEGIC ALLOCATION FUND, L.P. NOTES TO FINANCIAL STATEMENTS (CONTINUED) Note 7. FINANCIAL HIGHLIGHTS The following information presents per unit operating performance data and other supplemental financial data for the years ended December 31, 2002 and 2001. This information has been derived from information presented in the financial statements. 2002 2001 ---- ---- PER UNIT PERFORMANCE (for a unit outstanding throughout the entire year) Net asset value per unit at beginning of year $1,976.73 $1,920.81 --------- --------- Income (loss) from operations: Net realized and change in unrealized gain from trading (2), (3) 442.62 155.35 Expenses net of interest income (1), (3) (171.05) (88.00) --------- --------- Total income from operations 271.57 67.35 --------- --------- Offering costs (3) (12.25) (11.43) --------- --------- Net asset value per unit at end of year $2,236.05 $1,976.73 ========= ========= TOTAL RETURN 13.12% 2.91% ========= ========= SUPPLEMENTAL DATA Ratios to average net asset value: Expenses prior to performance fee (1) (7.11)% (7.21)% Performance fee (2.64)% (0.98)% --------- --------- Total expenses (1) (9.75)% (8.19)% ========= ========= Expenses net of interest income (1), (4) (5.49)% (3.58)% ========= ========= Total returns are calculated based on the change in value of a unit during the year. An individual partner's total returns and ratios may vary from the above total returns and ratios based on the timing of additions and redemptions. - ---------- (1) Excludes brokerage commissions and other trading fees paid directly to the broker. (2) Includes brokerage commissions and other trading fees paid directly to the broker. (3) Expenses net of interest income per unit and offering costs per unit are calculated by dividing the expenses net of interest income and offering costs by the average number of units outstanding during the year. The net realized and change in unrealized gain from trading is a balancing amount necessary to reconcile the change in net asset value per unit with the other per unit information. (4) Excludes performance fee. 35 EXHIBIT INDEX Exhibit Number Description of Document Page Number - -------------- ----------------------- ----------- 99.01 Certification by Bruce L. Cleland, Chief Executive Officer, E 2 pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of The Sarbanes-Oxley Act of 2002 99.02 Certification by Theresa D. Becks, Chief Financial Officer, E 3 pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of The Sarbanes-Oxley Act of 2002 E 1