CAMPBELL STRATEGIC ALLOCATION FUND LP
10-Q, 1997-05-12
SECURITY & COMMODITY BROKERS, DEALERS, EXCHANGES & SERVICES
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<PAGE>   1
                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM 10-Q


[ X ]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934

For the quarterly period ended      March 31, 1997                             
                               ------------------------------------------------

                                     or

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

For the transition period from                     to
                               --------------------  ------------------------

Commission File number:           0-22260                                      
                          -----------------------------------------------------



                  CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in charter)

<TABLE>
<S>                                                    <C>
                    Delaware                                         52-1823554              
- ----------------------------------------------         ------------------------------------
             (State of Organization)                   (IRS Employer Identification Number)
                                                       
Court Towers Building,                                 
210 West Pennsylvania Avenue,                          
Baltimore, Maryland                                                    21204                     
- ------------------------------------------             ------------------------------------
(Address of principal executive offices)                             (Zip Code)

 (410) 296-3301                                             
- ----------------------------------------------------
(Registrant's telephone number, including area code)
</TABLE>

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months, and (2) has been subject to such filing
requirements for the past 90 days.

                           Yes [ X ]         No [   ]

                          Total number of Pages:  16  
                                                  --

<PAGE>   2
                         PART I - FINANCIAL INFORMATION


Item 1.          Financial Statements

The following unaudited financial statements of  Campbell Strategic Allocation
Fund, L.P. are included in Item 1:

         Statements of Financial Condition as of March 31, 1997 and
             December 31, 1996

         Statements of Operations for the Three Months Ended
             March 31, 1997 and 1996

         Statements of Cash Flows for the Three Months Ended
             March 31, 1997 and 1996

         Statements of Changes in Partners' Capital for the Three Months Ended
             March 31, 1997 and 1996










                                      2
<PAGE>   3
                    CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
                       STATEMENTS OF FINANCIAL CONDITION
          March 31, 1997 (Unaudited)  and December 31, 1996 (Audited)


<TABLE>
<CAPTION>
                                                                           March 31,              December 31,
                                                                             1997                     1996      
                                                                     ------------------       ------------------
<S>                                                                  <C>                      <C>
ASSETS                                                               
     Equity in broker trading accounts                               
       Cash                                                          $      14,027,589           $ 15,907,914
       United States government securities                                  11,081,868             10,583,946
       Unrealized gain on open futures contracts                             1,552,392                304,907
                                                                      ----------------           -----------
                                                                     
                Deposits with broker                                        26,661,849             26,796,767
                                                                     
     Cash  and cash equivalents                                             85,458,189             46,977,151
     United States government securities                                    25,830,029             35,925,168
     Unrealized gain (loss) on open forward contracts                       (2,001,783)             1,667,873
                                                                            -----------          ------------
                                                                     
                Total assets                                              $135,948,284           $111,366,959
                                                                          ============           ============
                                                                     
LIABILITIES                                                          
     Accounts payable                                                   $       62,818           $    117,865
     Brokerage fee                                                             836,715                662,993
     Performance fee                                                           811,122              2,082,519
     Offering costs payable                                                     74,267                 56,627
     Redemptions payable                                                       286,477                577,116
     Subscription deposits                                                     218,283                133,036
                                                                       ---------------           ------------
                                                                     
                Total liabilities                                            2,289,682              3,630,156
                                                                        --------------           ------------
                                                                     
PARTNERS' CAPITAL (NET ASSET VALUE)                                  
     General Partner - 1,020.905 and 885.938 units                   
       outstanding at March 31, 1997 and                                     1,346,608              1,123,514
       December 31,1996                                              
     Limited Partners - 100,309.747 and 84,069.060 units             
       outstanding at March 31, 1997 and                             
       December 31, 1996                                                   132,311,994            106,613,289
                                                                         -------------            -----------
                                                                     
                Total partners' capital                              
                  (Net Asset Value)                                        133,658,602            107,736,803
                                                                         -------------           ------------
                                                                     
                                                                          $135,948,284           $111,366,959
                                                                          ============           ============
</TABLE>

                            See accompanying notes.





                                       3
<PAGE>   4
                    CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
                            STATEMENTS OF OPERATIONS
               For the Three Months Ended March 31, 1997 and 1996
                                  (Unaudited)




<TABLE>
<CAPTION>
                                                                                   1997                    1996
                                                                                   ----                    ----
<S>                                                                             <C>                     <C>
INCOME
     Trading gains (losses)
       Realized                                                                 $ 8,705,045             $ 1,928,119
       Change in unrealized                                                      (2,422,170)                572,831
                                                                                -----------             -----------

             Gain from trading                                                    6,282,875               2,500,950
                                                                                           
     Interest income                                                              1,407,149                 580,444
                                                                                -----------             -----------
                                                                                           
             Total income                                                         7,690,024               3,081,394
                                                                                -----------             -----------

EXPENSES
     Brokerage fee                                                                2,418,103                 951,528
     Performance fee                                                                816,384                       0
     Operating expenses                                                             101,835                  46,937
                                                                                -----------             -----------

             Total expenses                                                       3,336,322                 998,465
                                                                                -----------             -----------

             NET INCOME                                                         $ 4,353,702             $ 2,082,929
                                                                                ===========             ===========

NET INCOME PER GENERAL
AND LIMITED PARTNER UNIT
  (based on weighted average
  number of units outstanding
  during the period)                                                            $     48.77             $     44.19
                                                                                ===========             ===========

INCREASE IN NET ASSET
VALUE PER GENERAL
AND LIMITED PARTNER UNIT                                                        $     50.87             $     40.51
                                                                                ===========             ===========
</TABLE>





                            See accompanying notes.





                                       4
<PAGE>   5
                    CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
                            STATEMENTS OF CASH FLOWS
               For the Three Months Ended March 31, 1997 and 1996
                                  (Unaudited)



<TABLE>
<CAPTION>
                                                                                          1997            1996 
                                                                                          ----            ----   
<S>                                                                                   <C>             <C>
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES
  Net income                                                                           $4,353,702      $2,082,929
         Adjustments to reconcile net income to net cash from
         operating activities
               Net change in unrealized                                                 2,422,170        (572,831)
               (Increase) decrease in accounts payable and accrued expenses            (1,152,722)         22,374
                                                                                     ------------     -----------

                     Net cash from operating activities                                 5,623,150       1,532,472
                                                                                     ------------     -----------

CASH FLOWS FROM (FOR) INVESTING ACTIVITIES
  Net (purchases) maturities of investments in United States government
         and agency securities                                                          9,597,218     (16,039,390)
                                                                                     ------------     -----------
                     Net cash from (for) investing activities                           9,597,218     (16,039,390)
                                                                                     ------------     -----------

CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
  Addition of units                                                                    22,508,396       5,713,169
  Increase  in subscription deposits                                                       85,247         273,990
  Redemption of units                                                                    (717,508)     (1,922,123)
  Decrease in redemptions payable                                                        (290,639)       (462,100)
  Offering costs charged                                                                 (222,791)       (128,793)
  Increase in offering costs payable                                                       17,640           5,744
                                                                                     ------------     -----------
                     Net cash from financing activities                                21,380,345       3,479,887
                                                                                     ------------     -----------

Net increase (decrease) in cash and cash equivalents                                   36,600,713     (11,027,031)

CASH AND CASH EQUIVALENTS
  Beginning of period                                                                  62,885,065      33,729,444
                                                                                     ------------     -----------

  End of period                                                                       $99,485,778     $22,702,413
                                                                                      ===========     ===========
</TABLE>

                            See accompanying notes.





                                       5
<PAGE>   6
                   CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
                  STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
                       (NET ASSET VALUE) For the Three
                     Months Ended March 31, 1997 and 1996
                                 (Unaudited)

<TABLE>
<CAPTION>
                                                                               Partners' Capital   
                                              ----------------------------------------------------------------------------------
                                                       General                     Limited                     Total 
                                              -----------------------   ---------------------------  ---------------------------
                                                   Units     Amount         Units          Amount        Units         Amount
                                                   -----     ------         -----          ------        -----         ------
<S>                                           <C>           <C>        <C>            <C>            <C>           <C>
THREE MONTHS ENDED
MARCH 31, 1997
Balances at
   December 31, 1996                            885.938     $1,123,514   84,069.060   $106,613,289    84,954.998   $107,736,803

Additions                                       134.967        180,000   16,778.890     22,328,396    16,913.857     22,508,396

Net income for the three months
   ended March 31, 1997                                         45,356                   4,308,346                    4,353,702

Redemptions                                       0.000              0     (538.203)      (717,508)     (538.203)      (717,508)

Offering costs                                                  (2,262)                   (220,529)                    (222,791)
                                               --------     ----------    ---------    -----------    ----------       --------

Balances at
   March 31, 1997                             1,020.905     $1,346,608  100,309.747   $132,311,994   101,330.652   $133,658,602
                                              =========     ==========  ===========   ============   ===========   ============

THREE MONTHS ENDED
MARCH 31, 1996
Balances at
   December 31, 1995                            472.222       $459,018   45,897.894    $44,614,516    46,370.116    $45,073,534

Additions                                         0.000              0    5,723.443      5,713,169     5,723.443      5,713,169

Net income for the three months
   ended March 31, 1996                                         20,420                   2,062,509                    2,082,929

Redemptions                                       0.000              0   (1,904.589)    (1,922,123)   (1,904.589)    (1,922,123)

Offering costs                                                  (1,291)                   (127,502)                    (128,793)
                                              ---------     ----------   ----------   ------------   -----------    -----------

Balances at
   March 31, 1996                               472.222       $478,147   49,716.748    $50,340,569    50,188,970    $50,818,716
                                                =======       ========   ==========    ===========   ===========    ===========
</TABLE>


<TABLE>
<CAPTION>
                                                                         Net Asset Value Per Unit                        
                                              -----------------------------------------------------------------------
                                                 March 31,          December 31,      March 31,       December 31,
                                                   1997                 1996            1996              1995     
                                              --------------      ---------------  -------------    ---------------
                                               <S>                 <C>             <C>                <C>
                                               $   1,319.03        $    1,268.16   $    1,012.55      $      972.04
                                               ============        =============   =============      =============
</TABLE>

                            See accompanying notes.





                                       6
<PAGE>   7
                    CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
                         NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)


Note 1.        ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

               A.  General Description of the Partnership
                   Campbell Strategic Allocation Fund, L.P. (the Partnership)
                   is a Delaware limited partnership which operates as a
                   commodity investment pool.  The Partnership was formed on
                   May 11, 1993 and commenced trading on April 18, 1994.

               B.  Regulation
                   As a registrant with the Securities and Exchange Commission,
                   the Partnership is subject to the regulatory requirements
                   under the Securities Acts of 1933 and 1934.  As a commodity
                   investment pool, the Partnership is subject to the
                   regulations of the Commodity Futures Trading Commission, an
                   agency of the United States (U.S.) government which
                   regulates most aspects of the commodity futures industry,
                   rules of the National Futures Association, an industry
                   self-regulatory organization, and the requirements of the
                   various commodity exchanges where the Partnership executes
                   transactions.  Additionally, the Partnership is subject to
                   the requirements of Futures Commission Merchants (brokers)
                   and interbank market makers through which the Partnership
                   trades.

               C.  Method of Reporting
                   The Partnership's financial statements are presented in
                   accordance with generally accepted accounting principles,
                   which require the use of certain estimates made by the
                   Partnership's management.  Gains or losses are realized when
                   contracts are liquidated. Net unrealized gain or loss on
                   open contracts (the difference between contract purchase
                   price and market price) are reported in the statement of
                   financial condition as a net gain or loss, as there exists a
                   right of offset of unrealized gains or losses in accordance
                   with Financial Accounting Standards Board Interpretation No.
                   39 - "Offsetting of Amounts Related to Certain Contracts."
                   Any change in net unrealized gain or loss from the preceding
                   period is reported in the statement of operations.  United
                   States government and agency securities are stated at market
                   value.

               D.  Cash and Cash Equivalents
                   Cash and cash equivalents includes cash, other demand
                   deposits and short-term time deposits held at the financial
                   institutions.

               E.  Income Taxes
                   The Partnership prepares calendar year U.S. and state
                   information tax returns and reports to the partners their
                   allocable shares of the Partnership's income, expenses and
                   trading gains or losses.





                                       7
<PAGE>   8
                    CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)

Note 1.        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

               F. Offering Costs
                  The General Partner has incurred total costs in connection
                  with the initial and continuous offering of Units of the
                  Partnership (offering costs) of $3,339,383 through March 31,
                  1997, $1,206,264 of which has already been reimbursed to the
                  General Partner by the Partnership. At March 31, 1997, the
                  Partnership reflects a liability in the statement of
                  financial condition offering costs payable to the General
                  Partner of $74,267.  The Partnership's liability for
                  offering costs is limited to the maximum of total offering
                  costs incurred by the General Partner or 2.5% of the
                  aggregate subscriptions accepted during the initial and
                  continuous offerings; this maximum is further limited by a
                  pay-out schedule over 30 months.  The Partnership is only
                  liable for payment of offering costs on a monthly basis as
                  calculated based on the limitations stated above.  If the
                  Partnership terminates prior to completion of payment of the
                  calculated amounts to the General Partner, the General
                  Partner will not be entitled to any additional payments and
                  the Partnership will have no further obligation to the
                  General Partner.
                  
                  The amount of monthly reimbursement due to the General
                  Partner is charged directly to partners' capital.

               G. Foreign Currency Transactions
                  The Partnership's functional currency is the U.S. dollar;
                  however, it transacts business in currencies other than the
                  U.S. dollar.  Assets and liabilities denominated in
                  currencies other than the U.S. dollar are translated into
                  U.S. dollars at the rates in effect at the date of the
                  statement of financial condition.  Income and expense items
                  denominated in currencies other than the U.S. dollar are
                  translated into U.S. dollars at the rates in effect during
                  the period.  Gains and losses resulting from the translation
                  to U.S. dollars are reported in income currently.

Note 2.        GENERAL PARTNER AND COMMODITY TRADING ADVISOR

               The General Partner of the Partnership is Campbell & Company,
               Inc., which conducts and manages the business of the
               Partnership. The General Partner is also the commodity trading
               advisor of the Partnership.  The Amended Agreement of Limited
               Partnership provides that the General Partner may make
               withdrawals of its Units, provided that such withdrawals do not
               reduce the General Partner's aggregate percentage interest in
               the Partnership to less than 1% of the net aggregate
               contributions.

               The General Partner 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 Partnership.
               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.





                                       8
<PAGE>   9
                    CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)


Note 2.        GENERAL PARTNER AND COMMODITY TRADING ADVISOR (CONTINUED)

               The Partnership pays a monthly brokerage fee equal to 1/12 of 8%
               (8% annualized) of month-end net assets.  The General Partner
               receives 7/8 of this fee, a portion (4/8 of the total brokerage
               fee) of which is used to compensate selling agents for ongoing
               services rendered and a portion (3/8 of  the total brokerage
               fee) of which is retained by the General Partner for trading and
               management services rendered.  The remaining 1/8 of the
               brokerage fee is paid directly to the broker. During the three
               months ended March 31, 1997 and 1996, the amounts paid directly
               to the broker amounted to $302,263 and $118,941 respectively.

               The General Partner is also paid a quarterly performance fee of
               20% of the Partnership's aggregate cumulative appreciation in
               the Net Asset Value per Unit, exclusive of appreciation
               attributable to interest income.

Note 3.        DEPOSITS WITH BROKER

               The Partnership deposits funds 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 Partnership earns interest income on its
               assets deposited with the broker.

Note 4.        OPERATING EXPENSES

               Operating expenses of the Partnership are limited by the Amended
               Agreement of Limited Partnership to .5% per year of the average
               month-end Net Asset Value of the Partnership. Actual operating
               expenses were less than .5% (annualized) for the three months
               ended March 31, 1997 and 1996.

Note 5.        SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS

               Investments in the Partnership are made by subscription
               agreement, subject to acceptance by the General Partner.  As of
               March 31, 1997 and December 31, 1996 amounts received by the
               Partnership by prospective limited partners who have not yet
               been admitted to the Partnership by the General Partner amount
               to $218,283 and $133,036, respectively.

               The Partnership is not required to make distributions, but may
               do so at the sole discretion of the General Partner.  A Limited
               Partner may request and receive redemption of Units owned after
               the sixth full month after the units are sold, subject to
               restrictions in the Amended Agreement of Limited Partnership.





                                       9
<PAGE>   10
                    CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)


Note 6.        TRADING ACTIVITIES AND RELATED  RISKS

               The Partnership engages in the speculative trading of U.S. and
               foreign futures contracts and forward contracts (collectively,
               "derivatives"). These derivatives include both financial and
               non-financial contracts held as part of a diversified trading
               program.  The Partnership is exposed to both market risk, the
               risk arising from changes in the market value of the contracts,
               and credit risk, the risk of failure by another party to perform
               according to the terms of a contract.

               Purchase and sale of futures contracts requires margin deposits
               with the broker.  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
               brokers and interbank market makers usually range from 10% to
               30% of Net Asset Value.  The market value of securities held to
               satisfy such requirements at March 31, 1997 and December 31,
               1996 was $15,074,003 and $13,763,550, respectively, which equals
               11% and 13% of Net Asset Value, respectively.

               The Partnership trades forward contracts in unregulated markets
               between principals and assumes the risk of loss from
               counterparty nonperformance.  Accordingly, the risks associated
               with forward contracts are generally greater than those
               associated with exchange traded contracts because of the greater
               risk of counterparty default.  Additionally, the trading of
               forward contracts typically involves delayed cash settlement.

               The Partnership has a substantial portion of its assets on
               deposit with  financialinstitutions.  In the event of a
               financial institution's insolvency, recovery of Partnership
               assets on deposit may be limited to account insurance or other
               protection afforded such deposits.  In the normal course of
               business, the Partnership requires collateral for repurchase
               agreements.

               For derivatives, risks arise from changes in the market value of
               the contracts.  Theoretically, the Partnership is exposed to a
               market risk equal to the value of futures and forward contracts
               purchased and unlimited liability on such contracts sold short.

               The fair value of derivatives represents unrealized gains and
               losses on open futures and forward contracts.  The average fair
               value of derivatives during the three months ended March 31,
               1997 and 1996 was approximately $5,912,000 and $3,006,000,
               respectively and





                                       10
<PAGE>   11
                    CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)


Note 6.        TRADING ACTIVITIES AND RELATED  RISKS (CONTINUED)

               the related period end fair values are approximately $(449,000)
               and $3,144,000, respectively.

               Net trading results from derivatives are reflected in the
               statement of operations and equal gain from trading less the
               portion of the brokerage fee paid directly to the broker.  Such
               trading results reflect the net gain arising from the
               Partnership's speculative trading of futures and forward
               contracts.

               Open contracts generally mature within three months; the latest
               maturity date for open contracts as of March 31, 1997 is June
               1997. However, the Partnership intends to close all contracts
               prior  to maturity.  At March 31, 1997 and December 31, 1996,
               the notional amount of open contracts is as follows:

<TABLE>
<CAPTION>
                                                             March 31, 1997                     December 31, 1996
                                                  ----------------------------------  ---------------------------------
                                                    Contracts to       Contracts to      Contracts to     Contracts to
                                                      Purchase             Sell            Purchase           Sell     
                                                  ---------------   ---------------  ----------------   ---------------
              <S>                                 <C>               <C>              <C>                 <C>
              Derivatives:
                Futures contracts:
                  - Long-term interest rates      $    42,400,000     $437,100,000   $  154,000,000      $ 118,100,000
                  - Short-term interest rates                   0      797,100,000      134,200,000                  0
                  - Currencies                         19,400,000       14,400,000       11,400,000         21,200,000
                  - Stock indices                     370,700,000      407,500,000          600,000         12,200,000
                  - Softs/Fibers                          200,000        1,500,000        1,000,000                  0
                  - Grains                              3,800,000          600,000                0                  0
                  - Meats                                 400,000          200,000          400,000                  0
                  - Metals                             31,200,000       17,900,000       16,500,000          9,300,000
                  - Energy                                      0       27,000,000       18,300,000                  0

                Forward contracts:
                  - Currencies                        178,600,000      152,000,000      119,900,000        155,700,000
                                                   --------------   --------------   --------------       ------------

                                                   $  646,700,000   $1,855,300,000   $  456,300,000       $316,500,000
                                                   ==============   ==============   ==============       ============
</TABLE>


                The above amounts do not represent the Partnership's risk of
                loss due to market and credit risk, but rather represent the
                Partnership's extent of involvement in derivatives at the date
                of the statement of financial condition.

                The General Partner has established procedures to actively
                monitor and minimize market and credit risk.  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.





                                       11
<PAGE>   12
                    CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                                  (Unaudited)


Note 7.        INTERIM FINANCIAL STATEMENTS

                The Statement of Financial Condition as of March 31, 1997, the
                Statements of Operations for the three months ended March
                31,1997 and 1996,  the Statements of Cash Flows for the three
                months ended March 31, 1997 and 1996 and  the Statements of
                Changes in Partners' Capital (Net Asset Value) for the three
                months ended March 31, 1997 and 1996 are unaudited.  In the
                opinion of management, such financial statements reflect all
                adjustments, which were of a normal and recurring nature,
                necessary for a fair presentation of financial position as of
                March 31, 1997 and the results of operations for the three
                months ended March 31, 1997 and 1996.





                                       12
<PAGE>   13



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

Introduction

The offering of the Campbell Strategic Allocation Fund's (the "Fund") Units of
Limited Partnership Interests commenced on January 12, 1994, and the initial
offering terminated on April 15, 1994 with proceeds of $9,692,439.  The
continuing offering period commenced immediately after the termination of the
initial offering period; additional subscriptions totaling $117,368,316 have
been accepted during the continuing offering period as of April 1, 1997.
Redemptions over the same time period total $16,806,975.  The Fund commenced
operations on April 18, 1994.

Capital Resources

The Fund will raise additional capital only through the sale of Units offered
pursuant to the continuing offering, and does not intend to raise any capital
through borrowing.  Due to the nature of the Fund's business, it will make no
capital expenditures and will have no capital assets which are not operating
capital or assets.

Liquidity

Most United States commodity exchanges limit fluctuations in commodity futures
contracts prices during a single day by regulations referred to as "daily price
fluctuation limits" or "daily limits".  During a single trading day, no trades
may be executed at prices beyond the daily limit.  Once the price of a futures
contract has reached the daily limit for that day, positions in that contract
can neither be taken nor liquidated.  Commodity futures prices have
occasionally moved to the daily limit for several consecutive days with little
or no trading.  Similar occurrences could prevent the Fund from promptly
liquidating unfavorable positions and subject the Fund to substantial losses
which could exceed the margin initially committed to such trades.  In addition,
even if commodity futures prices have not moved the daily limit, the Fund may
not be able to execute futures trades at favorable prices, if little trading in
such contracts is taking place.  Other than these limitations on liquidity,
which are inherent in the Fund's commodity futures trading operations, the
Fund's assets are expected to be highly liquid.

Results of Operations

The return for the three months ending March 31, 1997 and 1996 was 4.01% and
4.17%, respectively. The 4.01% increase was the result of an approximate 5.78%
increase due to trading gains (before commissions) and an approximate 1.30%
increase due to interest income,





                                      12
<PAGE>   14



offset by an approximate 3.07% decrease as the result of brokerage fees,
performance fees and operating costs borne by the Fund.

The majority of trading gains for the first quarter of 1997 came from the
foreign exchange sector, where the U.S. Dollar continued to show strength early
in the quarter.  Short foreign currency positions realized profit as the U.S.
Dollar's upward trend remained intact.  Another strong contributor to first
quarter profits was the energy sector.  The warm weather in February gave
direction to January's volatility in energy.  Short positions in natural gas
and London Gasoil proved profitable.  The interest rate sector was the poorest
performer.  Mid-quarter gains based on good employment and inflation numbers
quickly turned to losses after Greenspan's Congressional testimony. However,
strong economic data and a Fed rate hike combined to push bonds lower,
providing a profit on the short position and offsetting some losses.  As the
equity market consolidated the Fund experienced slight losses.  These losses,
though painful, are expected as we move from trend to trend.

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 commodity futures contracts.  Because
the Fund generally uses a small percentage of assets for margin, the Fund does
not believe that any increase in margin requirements, if adopted as proposed,
will have a material effect on the Fund's operations.  Management cannot
predict whether the Fund's Net Asset Value per Unit will increase or decrease.
Inflation is not a significant factor in the Fund's operations, except to the
extent that inflation may affect futures' prices.

Off-Balance Sheet Risk

The Fund trades in futures and forward contracts and is therefore a party to
financial instruments with elements of off-balance sheet market and credit
risk.  In entering into these contracts there exists a risk to the Fund (market
risk) that such contracts may be significantly influenced by market conditions,
such as interest rate volatility, resulting in such contracts being less
valuable.  If the markets should move against all of the futures 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%.





                                      13
<PAGE>   15




In addition to market risk, in entering into futures and forward contracts
there is a risk to the Fund (credit risk) that a counterparty will not be able
to meet its obligations to the Fund.  The counterparty of the Fund for futures
contracts traded in the United States and most foreign exchanges on which the
Fund trades is the clearinghouse associated with such exchange.  In general,
clearinghouses are backed by the membership of the exchange and will  act in
the event of non-performance by one of its members or one of its members'
customers, and as such, should significantly reduce this credit risk.  In cases
where the Fund trades on exchanges where the clearinghouse is not backed by the
membership (i.e. some foreign exchanges) or when the Fund enters into
off-exchange contracts (i.e. forward contracts) with a counterparty, the sole
recourse of the  Fund will be the clearinghouse or the counterparty as the case
may be.  Campbell & Company, Inc., in its business as a commodity trading
advisor and through its many relationships with brokers, monitors the
creditworthiness of the exchanges and the clearing members of the foreign
exchanges with which it does business for the Fund and other clients.  With
respect to forward contract trading, the Fund trades with only those
counterparties which the General Partner has determined to be creditworthy.
All positions of the Fund are valued each day on a mark-to-market basis.  While
the General Partner monitors the creditworthiness and risks involved in dealing
on the various exchanges and with counterparties, there can be no assurance
that an exchange or counterparty will be able to meet its obligations to the
Fund.





                                      14
<PAGE>   16



                           PART II-OTHER INFORMATION

Item 1.          Legal Proceedings.

                 None

Item 2.          Changes in Securities

                 None

Item 3.          Defaults Upon Senior Securities

                 Not applicable.

Item 4.          Submissions of Matters to a vote of Security Holders.

                 None

Item 5.          Other Information

                 None

Item 6.          Exhibits and Reports on Form 8-K.

                 None

                 There are no exhibits to this Form 10-Q.





                                      15
<PAGE>   17




                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                         CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
                                  (Registrant)
                         
                                  By: Campbell & Company, Inc.
                                      General Partner
                                      
                                      
Date: May 7, 1997                 By:   /s/Theresa D. Livesey                  
                                      -----------------------------------------
                                      Theresa D. Livesey
                                      Chief Financial Officer/Treasurer/Director





                                       16

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF CAMPBELL STRATEGIC ALLOCATION FUND, L.P. AS OF AND FOR
THE THREE MONTHS ENDED MARCH 31, 1997 AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1996
<CASH>                                          99,486
<SECURITIES>                                    36,462
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                               135,948
<PP&E>                                               0
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                                 135,948
<CURRENT-LIABILITIES>                            2,289
<BONDS>                                              0
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                     133,659
<TOTAL-LIABILITY-AND-EQUITY>                   135,948
<SALES>                                              0
<TOTAL-REVENUES>                                 7,690
<CGS>                                                0
<TOTAL-COSTS>                                    3,336
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  4,354
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                              4,354
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     4,354
<EPS-PRIMARY>                                    48.77
<EPS-DILUTED>                                    48.77
        

</TABLE>


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