UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2004 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________to______________ Commission File number: 0-22260 CAMPBELL STRATEGIC ALLOCATION FUND, L.P. ------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 52-1823554 - ---------------------- ---------------------------------- (State of Organization) (IRS Employer Identification Number) Court Towers Building 210 West Pennsylvania Avenue, Baltimore, Maryland 21204 ------------------------- (Address of principal executive offices, including zip code) (410) 296-3301 -------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes [ X ] No [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2) Yes [ ] No [X] Total number of Pages: 29 PAGE ---- PART I - FINANCIAL INFORMATION Item 1. Financial Statements Statements of Financial Condition as of September 30, 2004 (Unaudited) and December 31, 2003 (Audited) 3 Condensed Schedule of Investments as of September 30, 2004 (Unaudited) and December 31, 2003 (Audited) 4-5 Statements of Operations for the Three Months and Nine Months Ended September 30, 2004 and 2003 (Unaudited) 6 Statements of Cash Flows for the Nine Months Ended September 30, 2004 and 2003 (Unaudited) 7 Statements of Changes in Partners' Capital (Net Asset Value) for the Nine Months Ended September 30, 2004 and 2003 (Unaudited) 8 Notes to Financial Statements (Unaudited) 9-14 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 15-21 Item 3. Quantitative and Qualitative Disclosure About Market Risk 21-27 Item 4. Controls and Procedures 27 PART II - OTHER INFORMATION 28 Item 6. Exhibits and Reports on Form 8-K 28 SIGNATURES CERTIFICATIONS -2- CAMPBELL STRATEGIC ALLOCATION FUND, L.P. STATEMENTS OF FINANCIAL CONDITION September 30, 2004 (Unaudited) and December 31, 2003 (Audited) September 30, December 31, 2004 2003 -------------- -------------- ASSETS Equity in broker trading accounts Cash $ 105,298,251 $ 189,245,425 United States government securities 1,747,814,905 1,024,483,288 Unrealized gain on open futures contracts 14,491,509 43,858,230 -------------- -------------- Deposits with broker 1,867,604,665 1,257,586,943 Cash and cash equivalents 363,907,035 627,405,479 United States government securities 1,399,454,262 899,206,764 Unrealized gain on open forward contracts 59,391,963 93,767,551 -------------- -------------- Total assets $3,690,357,925 $2,877,966,737 ============== ============== LIABILITIES Accounts payable $ 671,178 $ 773,818 Brokerage fee 21,110,747 16,243,599 Commissions and other trading fees on open contracts 602,111 373,638 Performance fee 0 16,492,232 Offering costs payable 2,118,671 1,387,938 Redemptions payable 18,285,610 14,594,887 Subscription deposits 450,010 0 -------------- -------------- Total liabilities 43,238,327 49,866,112 -------------- -------------- PARTNERS' CAPITAL (NET ASSET VALUE) General Partner - 14,428.744 and 10,815.994 units outstanding at September 30, 2004 and December 31, 2003 37,146,801 28,460,882 Limited Partners - 1,402,205.131 and 1,063,947.539 units outstanding at September 30, 2004 and December 31, 2003 3,609,972,797 2,799,639,743 -------------- -------------- Total partners' capital (Net Asset Value) 3,647,119,598 2,828,100,625 -------------- -------------- $3,690,357,925 $2,877,966,737 ============== ============== See accompanying notes. -3- CAMPBELL STRATEGIC ALLOCATION FUND, L.P. CONDENSED SCHEDULE OF INVESTMENTS September 30, 2004 (Unaudited) UNITED STATES GOVERNMENT SECURITIES % OF NET FACE VALUE MATURITY DATE DESCRIPTION VALUE ASSET VALUE ---------- ------------- ----------- ----- ----------- $1,700,000,000 10/06/04 U.S. Treasury Bills $1,699,702,003 46.60% $ 450,000,000 10/14/04 U.S. Treasury Bills 449,795,997 12.33% $ 400,000,000 12/16/04 U.S. Treasury Bills 398,640,445 10.93% $ 200,000,000 10/28/04 U.S. Treasury Bills 199,791,500 5.48% $ 200,000,000 11/04/04 U.S. Treasury Bills 199,729,889 5.48% $ 200,000,000 11/18/04 U.S. Treasury Bills 199,609,333 5.47% -------------- ---- TOTAL UNITED STATES GOVERNMENT SECURITIES (COST, INCLUDING ACCRUED INTEREST, - $3,147,269,167) $3,147,269,167 86.29% ============== ===== LONG FUTURES CONTRACTS % OF NET DESCRIPTION VALUE ASSET VALUE ----------- ----- ----------- Energy $ 889,780 0.02 % Metals 10,763,479 0.30 % Stock index (8,353,489) (0.23)% Short-term interest rates (729,198) (0.02)% Long-term interest rates 27,849,942 0.76 % ------------ ----- TOTAL LONG FUTURES CONTRACTS $ 30,420,514 0.83 % ------------ ----- SHORT FUTURES CONTRACTS % OF NET DESCRIPTION VALUE ASSET VALUE ----------- ----- ----------- Energy $ (6,164,900) (0.17)% Metals (8,870,173) (0.25)% Stock index (839,162) (0.02)% Short-term interest rates (54,770) (0.00)% -------------- ----- TOTAL SHORT FUTURES CONTRACTS $ (15,929,005) (0.44)% -------------- ----- TOTAL FUTURES CONTRACTS $ 14,491,509 0.39 % ============== ===== FORWARD CURRENCY CONTRACTS % OF NET DESCRIPTION VALUE ASSET VALUE ----------- ----- ----------- Various long forward currency contracts $ 174,614,445 4.79 % Various short forward currency contracts (115,222,482) (3.16)% -------------- ------ TOTAL FORWARD CURRENCY CONTRACTS $ 59,391,963 1.63 % ============== ====== See accompanying notes. -4- CAMPBELL STRATEGIC ALLOCATION FUND, L.P. CONDENSED SCHEDULE OF INVESTMENTS December 31, 2003 (Audited) UNITED STATES GOVERNMENT SECURITIES % OF NET FACE VALUE MATURITY DATE DESCRIPTION VALUE ASSET VALUE ---------- ------------- ----------- ----- ----------- $1,050,000,000 1/08/04 U.S. Treasury Bills $1,049,820,260 37.12 % $ 350,000,000 3/18/04 U.S. Treasury Bills 349,378,653 12.35 % $ 200,000,000 1/29/04 U.S. Treasury Bills 199,860,000 7.07 % $ 175,000,000 2/05/04 U.S. Treasury Bills 174,843,472 6.18 % $ 150,000,000 2/26/04 U.S. Treasury Bills 149,787,667 5.30 % -------------- ----- TOTAL UNITED STATES GOVERNMENT SECURITIES (COST, INCLUDING ACCRUED INTEREST, - $1,923,690,052) $1,923,690,052 68.02 % ============== ===== LONG FUTURES CONTRACTS % OF NET DESCRIPTION VALUE ASSET VALUE ----------- ----- ----------- Energy $ 12,526,378 0.44 % Metals 4,106,216 0.15 % Stock index 34,144,656 1.21 % Short-term interest rates 5,097,901 0.18 % Long-term interest rates (8,943,827) (0.32)% -------------- ----- TOTAL LONG FUTURES CONTRACTS $ 46,931,324 1.66 % -------------- ----- SHORT FUTURES CONTRACTS % OF NET DESCRIPTION VALUE ASSET VALUE ----------- ----- ----------- Metals $ (354,021) (0.01)% Short-term interest rates 183,300 0.00 % Long-term interest rates (2,902,373) (0.10)% -------------- ----- TOTAL SHORT FUTURES CONTRACTS $ (3,073,094) (0.11)% -------------- ----- TOTAL FUTURES CONTRACTS $ 43,858,230 1.55 % ============== ===== FORWARD CURRENCY CONTRACTS % OF NET DESCRIPTION VALUE ASSET VALUE ----------- ----- ----------- Various long forward currency contracts $ 187,420,185 6.63 % Various short forward currency contracts (93,652,634) (3.31)% -------------- ----- TOTAL FORWARD CURRENCY CONTRACTS $ 93,767,551 3.32 % ============== ===== See accompanying notes. -5- CAMPBELL STRATEGIC ALLOCATION FUND, L.P. STATEMENTS OF OPERATIONS For the Three Months and Nine Months Ended September 30, 2004 and 2003 (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, 2004 2003 2004 2003 ------------- ------------ ------------- ------------- TRADING GAINS (LOSSES) Futures trading gains (losses) Realized $ (67,286,260) $(59,771,612) $ 183,216,522 $ 114,426,128 Change in unrealized 38,667,830 (34,945,149) (29,366,721) (82,276,261) Brokerage commissions (1,643,945) (1,361,584) (4,928,906) (2,961,387) ------------- ------------ ------------- ------------- Gain (loss) from futures trading (30,262,375) (96,078,345) 148,920,895 29,188,480 ------------- ------------ ------------- ------------- Forward and swap trading gains (losses) Realized (164,500,572) (61,040,197) 25,221,010 173,975,041 Change in unrealized 112,072,767 94,186,903 (34,375,588) 88,210,528 Brokerage commissions (255,640) (219,624) (637,894) (809,495) ------------- ------------ ------------- ------------- Gain (loss) from forward and swap trading (52,683,445) 32,927,082 (9,792,472) 261,376,074 ------------- ------------ ------------- ------------- Total trading gains (losses) (82,945,820) (63,151,263) 139,128,423 290,564,554 ------------- ------------ ------------- ------------- EXPENSES NET OF INTEREST INCOME Income Interest income 11,803,463 5,245,538 27,313,159 16,522,306 ------------- ------------ ------------- ------------- Expenses Brokerage fee 63,202,092 40,393,119 182,773,907 112,558,634 Performance fee 0 0 102,769,447 45,436,354 Operating expenses 736,120 587,069 2,079,829 1,786,038 ------------- ------------ ------------- ------------- Total expenses 63,938,212 40,980,188 287,623,183 159,781,026 ------------- ------------ ------------- ------------- Expenses net of interest income (52,134,749) (35,734,650) (260,310,024) (143,258,720) ------------- ------------ ------------- ------------- NET INCOME (LOSS) $(135,080,569) $(98,885,913) $(121,181,601) $ 147,305,834 ============= ============ ============= ============= NET INCOME (LOSS) PER GENERAL AND LIMITED PARTNER UNIT (based on weighted average number of units outstanding during the period) $ (98.46) $ (105.80) $ (96.52) $ 174.09 ============= ============ ============= ============= INCREASE (DECREASE) IN NET ASSET VALUE PER GENERAL AND LIMITED PARTNER UNIT $ (102.60) $ (112.80) $ (56.87) $ 208.48 ============= ============ ============= ============= See accompanying notes. -6- CAMPBELL STRATEGIC ALLOCATION FUND, L.P. STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 2004 and 2003 (Unaudited) 2004 2003 --------------- ------------- CASH FLOWS FROM (FOR) OPERATING ACTIVITIES Net income (loss) $ (121,181,601) $ 147,305,834 Adjustments to reconcile net income (loss) to net cash (for) operating activities Net change in unrealized 63,742,309 (5,934,267) Increase (decrease) in accounts payable and accrued expenses (11,499,251) 4,973,470 Net (purchases) of investments in United States government securities (1,223,579,115) (646,036,884) --------------- ------------- Net cash (for) operating activities (1,292,517,658) (499,691,847) --------------- ------------- CASH FLOWS FROM (FOR) FINANCING ACTIVITIES Addition of units 1,120,275,862 767,570,216 Increase (decrease) in subscription deposits 450,010 (17,206,853) Redemption of units (163,405,101) (104,290,738) Increase in redemptions payable 3,690,723 644,910 Offering costs charged (16,670,187) (9,695,244) Increase in offering costs payable 730,733 588,004 --------------- ------------- Net cash from financing activities 945,072,040 637,610,295 --------------- ------------- Net increase (decrease) in cash and cash equivalents (347,445,618) 137,918,448 CASH AND CASH EQUIVALENTS Beginning of period 816,650,904 356,114,483 --------------- ------------- End of period $ 469,205,286 $ 494,032,931 =============== ============= End of period cash and cash equivalents consists of: Cash in broker trading accounts $ 105,298,251 $ 107,424,008 Cash and cash equivalents 363,907,035 386,608,923 --------------- ------------- Total end of period cash and cash equivalents $ 469,205,286 $ 494,032,931 =============== ============= See accompanying notes. -7- CAMPBELL STRATEGIC ALLOCATION FUND, L.P. STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE) For the Nine Months Ended September 30, 2004 and 2003 (Unaudited) Partners' Capital ------------------------------------------------------------------------------------------ General Limited Total Units Amount Units Amount Units Amount ---------- ----------- ------------- -------------- ------------- -------------- NINE MONTHS ENDED SEPTEMBER 30, 2004 Balances at December 31, 2003 10,815.994 $28,460,882 1,063,947.539 $2,799,639,743 1,074,763.533 $2,828,100,625 Net (loss) for the nine months ended September 30, 2004 (1,258,890) (119,922,711) (121,181,601) Additions 3,612.750 10,114,000 397,719.441 1,110,161,862 401,332.191 1,120,275,862 Redemptions 0.000 0 (59,461.849) (163,405,101) (59,461.849) (163,405,101) Offering costs (169,191) (16,500,996) (16,670,187) ---------- ----------- ------------- -------------- ------------- -------------- Balances at September 30, 2004 14,428.744 $37,146,801 1,402,205.131 $3,609,972,797 1,416,633.875 $3,647,119,598 ========== =========== ============= ============== ============= ============== NINE MONTHS ENDED SEPTEMBER 30, 2003 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 income for the nine months ended September 30, 2003 1,477,899 145,827,935 147,305,834 Additions 2,732.542 6,813,502 304,805.148 760,756,714 307,537.690 767,570,216 Redemptions 0.000 0 (41,623.969) (104,290,738) (41,623.969) (104,290,738) Offering costs (97,449) (9,597,795) (9,695,244) ---------- ----------- ------------- -------------- ------------- -------------- Balances at September 30, 2003 9,995.446 $24,434,168 979,494.264 $2,394,405,092 989,489.710 $2,418,839,260 ========= =========== =========== ============== ============= ============== Net Asset Value Per General and Limited Partner Unit --------------------------------------------------------------- September 30, December 31, September 30, December 31, 2004 2003 2003 2002 ---- ---- ---- ---- $ 2,574.50 $2,631.37 $2,444.53 $2,236.05 ========== ========= ========= ========= See accompanying notes. -8- CAMPBELL STRATEGIC ALLOCATION FUND, L.P. NOTES TO FINANCIAL STATEMENTS (Unaudited) 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. Investment 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." The market value of futures (exchange-traded) contracts is determined by the various futures exchanges, and reflects the settlement price for each contract as of the close of the last business day of the reporting period. The market value of swap and forward (non-exchange traded) contracts is extrapolated on a forward basis from the spot prices quoted as of 5:00 P.M. (E.T.) of the last business day of the reporting period or based on the market value of its exchange-traded equivalent. Any change in net unrealized gain or loss from the preceding period is reported in the statement of operations. Brokerage commissions include other trading fees 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. -9- CAMPBELL STRATEGIC ALLOCATION FUND, L.P. NOTES TO FINANCIAL STATEMENTS (CONTINUED) (Unaudited) 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 September 30, 2004, the Fund reflects a liability in the statement of financial condition for offering costs payable to Campbell & Company of $2,118,671. 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 September 30, 2004, the amount of unreimbursed offering costs incurred by Campbell & Company is $6,092,074. 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. H. Reclassification Certain amounts in the 2003 financial statements were reclassified to conform with the 2004 presentation. 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. -10- CAMPBELL STRATEGIC ALLOCATION FUND, L.P. NOTES TO FINANCIAL STATEMENTS (CONTINUED) (Unaudited) 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. The Fund pays a monthly brokerage fee equal to 1/12 of 7% (7% annualized) of month-end net assets to Campbell & Company and approximately $6 per round turn to the broker for execution and clearing costs. 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. 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% (annualized) of average month-end Net Asset Value for the three months and nine months ended September 30, 2004 and 2003. Note 5. SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS Investments in the Fund are made by subscription agreement, subject to acceptance by Campbell & Company. As of September 30, 2004, amounts received by the Fund from prospective limited partners who have not yet been admitted to the Fund by Campbell & Company totaled $450,010. These amounts were returned to prospective investors in October 2004. 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. -11- CAMPBELL STRATEGIC ALLOCATION FUND, L.P. NOTES TO FINANCIAL STATEMENTS (CONTINUED) (Unaudited) 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 September 30, 2004 and December 31, 2003 was $3,147,269,167 and $1,923,690,052, respectively, which equals 86% and 68% of Net Asset Value, respectively. The cash deposited with interbank and other market makers included in cash and cash equivalents at September 30, 2004 and December 31, 2003 was $294,236,185 and $535,480,647, respectively, which equals 8% and 19% of Net Asset Value, respectively. 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. 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. -12- CAMPBELL STRATEGIC ALLOCATION FUND, L.P. NOTES TO FINANCIAL STATEMENTS (CONTINUED) (Unaudited) Note 6. TRADING ACTIVITIES AND RELATED RISKS (CONTINUED) 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) September 30, December 31, September 30, December 31, 2004 2003 2004 2003 ------------ ------------ ------------- ------------- Gross unrealized gains $ 46,918,605 $ 59,494,849 $ 177,926,936 $ 200,933,202 Gross unrealized losses (32,427,096) (15,636,619) (118,534,973) (107,165,651) ------------ ------------ ------------- ------------- Net unrealized gain $ 14,491,509 $ 43,858,230 $ 59,391,963 $ 93,767,551 ============ ============ ============= ============= Open contracts generally mature within three months; as of September 30, 2004, the latest maturity date for open futures contracts is June 2005, and the latest maturity date for open forward and swap contracts is December 2004. 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. Note 7. INTERIM FINANCIAL STATEMENTS The statement of financial condition as of September 30, 2004, including the September 30, 2004 condensed schedule of investments, the statements of operations for the three months and nine months ended September 30, 2004 and 2003, and the statements of cash flows and changes in partners' capital (Net Asset Value) for the nine months ended September 30, 2004 and 2003 are unaudited. In the opinion of management, such financial statements reflect all adjustments, which were of a normal and recurring nature, necessary for a fair presentation of financial position as of September 30, 2004, and the results of operations for the three months and nine months ended September 30, 2004 and 2003, and cash flows for the nine months ended September 30, 2004 and 2003. -13- CAMPBELL STRATEGIC ALLOCATION FUND, L.P. NOTES TO FINANCIAL STATEMENTS (CONTINUED) (Unaudited) Note 8. FINANCIAL HIGHLIGHTS The following information presents per unit operating performance data and other supplemental financial data for the three months and nine months ended September 30, 2004 and 2003. This information has been derived from information presented in the financial statements. Three months ended Nine months ended September 30, September 30, 2004 2003 2004 2003 (Unaudited) (Unaudited) (Unaudited) (Unaudited) ----------- ----------- ----------- ----------- PER UNIT PERFORMANCE (for a unit outstanding throughout the entire period) Net asset value per unit at beginning of period $2,677.10 $2,557.33 $2,631.37 $2,236.05 --------- --------- --------- --------- Income (loss) from operations: Total trading gains (losses) (1) (59.97) (70.54) 163.74 389.24 Expenses net of interest income (1) (38.00) (38.23) (207.33) (169.30) --------- --------- --------- --------- Total income (loss) from operations (97.97) (108.77) (43.59) 219.94 --------- --------- --------- --------- Offering costs (1) (4.63) (4.03) (13.28) (11.46) --------- --------- --------- --------- Net asset value per unit at end of period $2,574.50 $2,444.53 $2,574.50 $2,444.53 ========= ========= ========= ========= TOTAL RETURN (3) (3.83)% (4.41)% (2.16)% 9.32% ========= ========= ========= ========= SUPPLEMENTAL DATA Ratios to average net asset value: Expenses prior to performance fee (4) (7.05)% (7.03)% (7.11)% (7.18)% Performance fee (3) 0.00 % 0.00 % (2.96)% (2.14)% --------- --------- --------- --------- Total expenses (7.05)% (7.03)% (10.07)% (9.32)% ========= ========= ========= ========= Expenses net of interest income (2), (4) (5.75)% (6.13)% (6.06)% (6.14)% ========= ========= ========= ========= Total returns are calculated based on the change in value of a unit during the period. An individual partner's total returns and ratios may vary from the above total returns and ratios based on the timing of additions and redemptions. - ---------- (1) 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 period. Total trading gains (losses) is a balancing amount necessary to reconcile the change in net asset value per unit with the other per unit information. (2) Excludes performance fees. (3) Not annualized. (4) Annualized. -14- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Introduction The offering of Campbell Strategic Allocation Fund L.P.'s (the "Fund") Units of Limited Partnership Interest commenced on January 12, 1994, and the initial offering period terminated, with the receipt of the required minimum aggregate subscription amount, on April 15, 1994 with proceeds of $9,692,439. The continuing offering period commenced immediately after the termination of the initial offering period; additional subscriptions totaling $3,749,204,833 have been accepted during the continuing offering period as of September 30, 2004. Redemptions over the same time period total $637,158,811. The Fund commenced operations on April 18, 1994. Critical Accounting Policies The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Management believes that the estimates utilized in preparing the financial statements are reasonable and prudent; however, actual results could differ from those estimates. The Fund's significant accounting policies are described in detail in Note 1 of the Financial Statements. The Fund records all investments at fair value in its financial statements, with changes in fair value reported as a component of realized and change in unrealized trading gain (loss) in the Statements of Operations. Generally, fair values are based on market prices; however, in certain circumstances, estimates are involved in determining fair value in the absence of an active market closing price (e.g. swap and forward contracts which are traded in the inter-bank market). 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 commodity 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. Commodity futures prices have occasionally moved to 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 -15- exceed the margin initially committed to such trades. In addition, even if commodity 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 commodity futures trading operations, the Fund's assets are expected to be highly liquid. The entire offering proceeds, without deductions, will be credited to the Fund's bank and brokerage accounts to engage in trading activities and as reserves for that trading. The Fund meets its margin requirements by depositing U.S. government securities with the futures broker and the over-the-counter counterparties. In this way, substantially all (i.e., 95% or more) of the Fund's assets, whether used as margin for trading purposes or as reserves for such trading, can be invested in U.S. government securities and time deposits with U.S. banks. Investors should note that maintenance of the Fund's assets in U.S. government securities and banks does not reduce the risk of loss from trading futures, forward and swap contracts. The Fund receives all interest earned on its assets. No other person shall receive any interest or other economic benefits from the deposit of Fund assets. Approximately 10% to 30% of the Fund's assets normally are committed as required margin for futures contracts and held by the futures broker, although the amount committed may vary significantly. Such assets are maintained in the form of cash or U.S. Treasury bills in segregated accounts with the futures broker pursuant to the Commodity Exchange Act and regulations thereunder. Approximately 10% to 30% of the Fund's assets are deposited with over-the-counter counterparties in order to initiate and maintain forward and swap contracts. Such assets are not held in segregation or otherwise regulated under the Commodity Exchange Act, unless such over-the-counter counterparty is registered as a futures commission merchant. These assets are held either in U.S. government securities or short-term time deposits with U.S.-regulated bank affiliates of the over-the-counter counterparties. The remaining 40% to 80% of the Fund's assets will normally be invested in cash equivalents, such as U.S. Treasury bills, and held by the futures broker or the over-the-counter counterparties. The Fund's assets are not and will not be, directly or indirectly, commingled with the property of any other person in violation of law or invested with or loaned to Campbell & Company or any affiliated entities. Results of Operations The returns for the nine months ending September 30, 2004 and 2003 were (2.16)% and 9.32%, respectively. 2004 For the 2004 year-to-date decrease of (2.16)%, approximately 5.99% was due to trading gains (before commissions) and approximately 0.79% was due to interest income, offset by approximately 8.94% due to brokerage fees, performance fees, and operating and offering costs borne by the Fund. An analysis of the 5.99% trading gains by sector is as follows: -16- SECTOR % GAIN (LOSS) - ------ ------------- Interest Rates 8.13% Energy 1.53 Currencies 0.90 Metals (0.30) Stock Indices (4.27) ----- 5.99% ===== The year began with the Fund posting a positive return in January despite significant volatility throughout the month. The weak U.S. Dollar continued to drive most global markets, including many that had no apparent or direct connection to the Dollar, and in circumstances such as this, subtle shifts in perception can have a disproportionate impact on prices. The Dollar traded lower throughout the month, which was profitable for the Fund's currency positions. Much of the gain reversed late in the month when markets reacted violently when the Federal Open Market Committee (FOMC) slightly restated its short-term interest rate bias. The interest rate sector was slightly positive despite also having suffered a reversal of earlier gains following the FOMC announcement. The stock index and metals sectors had small losses for the month. The Fund had a strong positive return in February as the trends that were in place at the end of January persisted. The continued concern over the record U.S. budget deficit and current account imbalance kept downward pressure on the U.S. Dollar and resulted in strong gains in the currency sector. The weak Dollar in return reinforced several related trends, including the continued rise in energy prices, resulting in positive returns in the energy sector. The interest rates sector was also profitable for the month as European interest rate instruments traded higher. All of the gain for the month of March came from the interest rate sector as U.S. Treasuries continued to trade higher, while a weakening U.S. Dollar also contributed solid returns. The energy sector was moderately positive, while the equity index sector was moderately negative. In April, interest rates finally reversed course and started to head higher in response to a perceived change in stance by the U.S. Federal Reserve. In the days that followed, most major market trends also reversed. Fixed income instruments sold off hard and the U.S. Dollar rallied, while precious and base metals and many other physical commodities traded sharply lower. The equities markets also fell. Only the continued rise in energy prices provided modest gains for the Fund in April. May was a difficult month for systematic trend following strategies and the Fund finished the month with slightly negative performance. Crude oil set record high prices during the month, which led to gains for the Fund in the energy sector. Most fixed income and currency contracts experienced a classic whipsaw. They began the month with the continuation of April's reversals, but ended the month with a strong rally. Equity prices continued to weaken in the face of higher energy prices and global political uncertainty, which led to losses in the stock indices sector. -17- June was another month of choppy, range-bound trading, which resulted in negative performance for the Fund in all sectors. The market impact of unfolding events in Iraq had diminished greatly, and many traders were reluctant to take positions ahead of the Federal Reserve Bank's June 30 interest rate announcement. Absent any other significant news, the markets remained trendless and did not provide the opportunities needed to produce positive returns. July was a slightly negative month as most markets the Fund traded continued to oscillate in relatively narrow ranges. Interest rate instruments traded lower and then rallied on weaker than expected economic statistics, while equity indices rallied and then declined amid broad earnings disappointments. The U.S. dollar traded in a narrow range. The only sector to show any real life was the energy sector, where in classic whipsaw fashion the Fund exited most of its long positions just before crude oil prices rallied to all-time highs. August performance was negative as most financial markets continued to be bound by the ranges which had been in place previously. Fixed income instruments rallied profitably during the month, but these gains were quickly offset by losses in the currency sector as the U.S. Dollar strengthened. Small losses resulted from stock index trading as a six-week downtrend reversed sharply, mirroring the rise and fall of crude oil prices. The Fund's exposure to the highly volatile energy sector was minor as a result of filters that kept the Fund out of that sector. The losses for the Fund continued in September as listless market conditions persisted. While U.S. Dollar and interest rate instruments traded in narrow ranges, the Fund managed small profits in these sectors. These gains were largely offset by losses in the Fund's small positions in the volatile energy sector. The largest losses for the month came from the equity index positions as positive economic reports late in the month caused stocks to rally towards 90-day highs. 2003 The return for the nine months ending September 30, 2003 was 9.32%. Of the 9.32% increase, approximately 16.69% was due to trading gains (before commissions) and approximately 0.78% was due to interest income, offset by approximately 8.15% due to brokerage fees, performance fees, operating cost and offering costs borne by the Fund. An analysis of the 16.69% trading gains by sector is as follows: SECTOR % GAIN (LOSS) - ------ ------------- Currencies 13.52% Energy 1.95 Stock Indices 1.73 Interest Rates 0.08 Metals (0.59) ----- 16.69% ===== -18- The long-term trends that created opportunity for the Fund in 2002 continued in January 2003, in which profits were earned in every sector. However, the environment was one where a single event, the prospect of war with Iraq, was driving the Fund's whole portfolio. While the Fund's systematic and disciplined trading strategies continued to keep it engaged, leverage was subsequently decreased to protect against significant losses which could result from potential sharp and extended reversals in core positions. The Fund was positive again in February with metals being the only negative sector. Strong momentum in energy, fixed income, currencies and stock indices continued, largely as a result of the troubled global geopolitical outlook. In order to mitigate the risk of potential sharp reversals in trends, the Fund maintained a lower-than-normal level of leverage during the month. The long awaited market reversal occurred in March. Initially, energy, precious metals and fixed income markets all sold off sharply, while equities and the U.S. Dollar rallied. Several days into this correction, these markets all sold off suddenly, as hopes of a quick victory in Iraq subsided. With significantly reduced leverage, the losses the Fund sustained were relatively modest, giving the Fund a positive first quarter. In April, the Fund's leverage was returned to a more normal level, but the portfolio was not fully engaged in many markets due to the lack of strong trends. Many markets had calmed significantly at this time, but uncertainty was still prevalent in global markets due to the many unresolved geopolitical issues. A strong performance in the currencies sector was partially offset by negative performances in the metals and stock index sectors. In May, the uncertainty that remained in April dominated the markets the Fund trades and led to another positive month. While corporate earnings looked stronger, unemployment, overcapacity and the ongoing threat of terrorism still loomed large over the global financial markets. The US dollar weakened further against the other major currencies despite the concern expressed by the United States' trade partners over the impact this would have on global trade. Interest rates were the best performing sector for the Fund particularly at the long end of the yield curve, where higher prices reflected lower rates. Currency contracts were also strongly positive, while losses in the energy and stock index sectors offset some of those gains. Even with a negative result for June, the Fund finished the first half of 2003 with a double-digit return. Long-term interest rates lost value as yield curves steepened, particularly the Japanese government bond. Short-term interest rates and stock index sectors contributed very modest gains for the month, while all other sectors contributed losses. While the global economy was looking better than it had for several years, many substantive uncertainties remained. The Fund's performance for July was negative due to significant price reversals in the Fund's largest positions. The U.S. Dollar's strong rally caused losses in the Fund's currency and cross rate sectors. In addition, the sudden sharp sell-off in long-term bonds resulted in losses in the Fund's long positions. These losses were partially offset by gains in the Fund's long equity index positions as investor confidence grew in the economic recovery and the potential for improved growth. -19- The stock indices sector was the best performing sector for the month of August as the U.S. equity markets posted their sixth straight month of gains. Much of this was attributed to improving consumer confidence, federal tax cuts and increased defense spending. The energy sector contributed positive returns as crude oil remained above the thirty-dollar level on continuing supply concerns. Also, the Fund's short positions in the Japanese Government Bond provided a significant portion of the month's gains. In September, the currency sector was the only significantly positive sector as short U.S. Dollar positions benefited from continued weakness in the U.S. Dollar. After showing positive returns for most of the month, sudden reversals in the fixed income, equity and energy markets washed out the gains in the currency sector and put the Fund's portfolio into negative territory late in the month. The Fund finished the 3rd quarter with a negative return, but was positive through September. 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. -20- DISCLOSURES ABOUT CERTAIN TRADING ACTIVITIES THAT INCLUDE NON-EXCHANGE TRADED CONTRACTS ACCOUNTED FOR AT FAIR VALUE The Fund invests in futures, swap and forward currency contracts. The market value of futures (exchange-traded) contracts is determined by the various futures exchanges, and reflects the settlement price for each contract as of the close of the last business day of the reporting period. The market value of swap and forward (non-exchange traded) contracts is extrapolated on a forward basis from the spot prices quoted as of 5:00 P.M. (E.T.) of the last business day of the reporting period or based on the market value of its exchange-traded equivalent. ITEM 3. 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. Value at Risk is a measure of the maximum amount which the Fund could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Fund's speculative trading and the recurrence in the markets traded by the Fund of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Fund's experience to date (i.e., "risk of ruin"). Risk of ruin is defined to be no more than a 5% chance of losing 20% or more on a monthly basis. In light of the foregoing as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification included in this section should not be considered to constitute any assurance or representation that the Fund's losses in any market sector will be limited to Value at Risk or by the Fund's attempts to manage its market risk. -21- Standard of Materiality Materiality as used in this section, "Quantitative and Qualitative Disclosures About Market Risk," is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, and multiplier features of the Fund's market sensitive instruments. QUANTIFYING THE FUND'S TRADING VALUE AT RISK Quantitative Forward-Looking Statements The following quantitative disclosures regarding the Fund's market risk exposures contain "forward-looking statements" within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact (such as the dollar amount of maintenance margin required for market risk sensitive instruments held at the end of the reporting period). 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 applicable to the open contracts have simply been aggregated to determine each trading category's -22- aggregate Value at Risk. The diversification effects resulting from the fact that the Fund's positions are rarely, if ever, 100% positively correlated have not been reflected. Value at Risk as calculated herein may not be comparable to similarly titled measures used by others. THE FUND'S TRADING VALUE AT RISK IN DIFFERENT MARKET SECTORS The following tables indicate the trading Value at Risk associated with the Fund's open positions by market category as of September 30, 2004 and December 31, 2003 and the trading gains/losses by market category for the nine months ended September 30, 2004 and the year ended December 31, 2003. All open position trading risk exposures of the Fund have been included in calculating the figures set forth below. As of September 30, 2004 and December 31, 2003, the Fund's total capitalization was approximately $3.647 billion and $2.828 billion, respectively. SEPTEMBER 30, 2004 % OF TOTAL TRADING MARKET SECTOR VALUE AT RISK CAPITALIZATION GAIN/(LOSS)* - ------------- ------------- -------------- ------------ Currencies $121.42 million 3.33% 0.90 % Interest Rates 105.36 million 2.89% 8.13 % Stock Indices 76.99 million 2.11% (4.27)% Metals 8.18 million 0.22% (0.30)% Energy 5.39 million 0.15% 1.53 % --------------- ---- ----- Total $317.34 million 8.70% 5.99 % =============== ==== ===== * - Of the (2.16)% return for the nine months ended September 30, 2004, approximately 5.99% was due to trading gains (before commissions) and approximately 0.79% due to interest income, offset by approximately 8.94% due to brokerage fees, performance fees and operating and offering costs borne by the Fund. -23- DECEMBER 31, 2003 % OF TOTAL TRADING MARKET SECTOR VALUE AT RISK CAPITALIZATION GAIN/(LOSS)* - ------------- ------------- -------------- ------------ Currencies $123.33 million 4.36% 26.22 % Interest Rates 91.50 million 3.23% (3.32)% Stock Indices 83.05 million 2.94% 5.70 % Energy 27.94 million 0.99% (0.80)% Metals 0.73 million 0.03% (0.34)% --------------- ----- ----- Total $326.55 million 11.55% 27.46% =============== ===== ===== * - Of the 17.68% return for the year ended December 31, 2003, approximately 27.46% was due to trading gains (before commissions) and approximately 0.98% was due to interest income, offset by approximately 10.76% due to 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 of 1933, as amended (the "Securities Act of 1933") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Securities Exchange Act of 1934"). 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 -24- market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of the Fund. There can be no assurance that the Fund's current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short- or long-term. Investors must be prepared to lose all or substantially all of their investment in the Fund. The following were the primary trading risk exposures of the Fund as of September 30, 2004, by market sector. Currencies Exchange rate risk is a significant 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. 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. Additionally, the Fund takes positions in the government debt of Switzerland and Australia. Campbell & Company anticipates that these interest rates will remain a primary market exposure of the Fund for the foreseeable future. A material change in long-term or short-term interest rates could have a significant effect on the performance of the Fund. 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 September 30, 2004, the Fund's primary exposures were in the S&P 500 (USA), Euro STOXX 50 (Europe), DAX (Germany), Hang Seng (Hong Kong) and FTSE (UK), and Taiwan 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. Oil and gas prices -25- 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 copper, nickel and zinc. The risk allocation to the metal sector has not exceeded 3% of the Fund's portfolio during the nine months ended September 30, 2004. QUALITATIVE DISCLOSURES REGARDING NON-TRADING RISK EXPOSURE The following were the only non-trading risk exposures of the Fund as of September 30, 2004. 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 Campbell & Company attempts 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. -26- 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 4. 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 (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) with respect to the Fund as of the end of the period covered by this quarterly report. Based on their evaluation, the chief executive officer and chief financial officer have concluded that these disclosure controls and procedures are effective. There were no changes in the general partner's internal control over financial reporting applicable to the Fund identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the last fiscal quarter that have materially affected, or is reasonably likely to materially affect, internal control over financial reporting applicable to the Fund. -27- PART II-OTHER INFORMATION Item 1. Legal Proceedings. None Item 2. Changes in Securities and Use of Proceeds None Item 3. Defaults Upon Senior Securities Not applicable. Item 4. Submissions of Matters to a vote of Security Holders. None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K. (a) Exhibits Exhibit Number Description of Document 31.01 Certification of Bruce L. Cleland, Chief Executive Officer, pursuant to Rules 13a-14 and 15d-14 of the Securites Exchange Act of 1934. 31.02 Certification of Theresa D. Becks, Chief Financial Officer, pursuant to Rules 13a-14 and 15d-14 of the Securites Exchange Act of 1934. 32.01 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. 32.02 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 of Form 8-K None -28- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 12th day of November 2004. CAMPBELL STRATEGIC ALLOCATION FUND, L.P. (Registrant) By: Campbell & Company, Inc. General Partner By: /s/ Theresa D. Becks -------------------------------------- Theresa D. Becks Chief Financial Officer/Treasurer/Director -29- EXHIBIT INDEX Exhibit Number Description of Document Page Number - -------------- ----------------------- ----------- 31.01 Certification by Chief Executive Officer E 2 - E 3 31.02 Certification by Chief Financial Officer E 4 - E 5 32.01 Certification by Chief Executive Officer E 6 32.02 Certification by Chief Financial Officer E 7 -E 1-