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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