CAMPBELL STRATEGIC ALLOCATION FUND LP, S-1, 1998-12-04

CAMPBELL STRATEGIC ALLOCATION FUND LP
S-1, 1998-12-04
REAL ESTATE INVESTMENT TRUSTS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 4, 1998

REGISTRATION NO. 333-00000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549
------------------------

FORM S-1
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
------------------------

CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE
(STATE OF ORGANIZATION)

6799
(PRIMARY STANDARD INDUSTRIAL
CLASSIFICATION NUMBER)

52-1823554
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)

C/O CAMPBELL & COMPANY, INC.
COURT TOWERS BUILDING
210 WEST PENNSYLVANIA AVENUE
BALTIMORE, MARYLAND 21204
(410) 296-3301
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------

THERESA D. LIVESEY
CAMPBELL & COMPANY, INC.
COURT TOWERS BUILDING
210 WEST PENNSYLVANIA AVENUE
BALTIMORE, MARYLAND 21204
(410) 296-3301

(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

COPY TO:

MICHAEL J. SCHMIDTBERGER
SIDLEY & AUSTIN
875 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 906-2348
------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act") check the following box. [ ]
<TABLE>
<CAPTION>
=====================================================================================================================
TITLE OF EACH CLASS OF AMOUNT BEING MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
SECURITIES BEING REGISTERED REGISTERED (1) PRICE PER UNIT OFFERING PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Units of Limited Partnership Interest..... $50,000,000 $13,900
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</TABLE>

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

Pursuant to Rule 429, the Prospectus contained herein also relates to
Registration Statement No. 333-47993 declared effective on May 1, 1998 and this
constitutes Post Effective Amendment No. 1 to such Registration Statement.
------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

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- --------------------------------------------------------------------------------
<PAGE> 2

CAMPBELL STRATEGIC ALLOCATION FUND, L.P.

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

CROSS REFERENCE SHEET

<TABLE>
<CAPTION>
ITEM
NO. PROSPECTUS HEADING
- ---- ------------------
<C> <S> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus... Cover Page
2. Inside Front and Outside Back Cover Pages
of Prospectus............................ Inside Cover Page; Table of Contents
3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges............. Risk Disclosure Statement; Summary; The
Risks You Face; Charges to the Fund
4. Use of Proceeds............................ Use of Proceeds; Campbell & Company, Inc.;
The Futures and Forward Markets
5. Determination of Offering Price............ Inside Cover Page; Plan of Distribution
6. Dilution................................... Not Applicable
7. Selling Security Holders................... Not Applicable
8. Plan of Distribution....................... Inside Cover Page; Plan of Distribution
9. Description of Securities to Be
Registered............................... Cover Page; Distributions and Redemptions;
Agreement of Limited Partnership --
Allocation of Profits and Losses
10. Interests of Named Experts and Counsel..... Certain Legal Matters; Experts
11. Information with Respect to the
Registrant............................... Summary; The Risks You Face; Use of
Proceeds; Campbell & Company, Inc.; Charges
to the Fund; The Futures and Forward
Markets; Index to Financial Statements
12. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities.............................. Conflicts of Interest
</TABLE>
<PAGE> 3

CAMPBELL STRATEGIC ALLOCATION FUND, L.P.

$148,000,000

UNITS OF LIMITED PARTNERSHIP INTEREST

THE OFFERING

The Fund trades speculatively in the U.S. and international futures and forward
markets. Specifically, the Fund trades in 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 metal, energy and agricultural products. Campbell &
Company, Inc., a commodity trading advisor, allocates the Fund's assets across a
broad spectrum of markets.

As of October 31, 1998, the Fund's net asset value per unit was $1,668.85. Units
will be available on the last day of each month. The selling agents will use
their best efforts to sell the units offered.

THE RISKS

These are speculative securities. BEFORE YOU DECIDE WHETHER TO INVEST, READ THIS
ENTIRE PROSPECTUS CAREFULLY AND CONSIDER "THE RISKS YOU FACE" ON PAGE 5.

- - The Fund is speculative and leveraged. The Fund's assets are leveraged at a
ratio which typically ranges from 8:1 to 15:1.

- - Performance can be volatile. The net asset value per unit has fluctuated in a
single month as much as 12%

- - You could lose all or substantially all of your investment in the Fund.

- - The use of a single advisor applying generally similar trading programs could
mean lack of diversification and, consequently, higher risk.

- - No secondary market exists for the units and redemptions are limited and may
result in redemption charges.

- - Campbell & Company has total trading authority over the Fund.

- - Substantial expenses must be offset by trading profits and interest income.
The Fund must generate trading profits of 4.5% per annum to break even.

- - A substantial portion of the trades executed for the Fund take place on
foreign exchanges. No U.S. regulatory authority or exchange has the power to
compel the enforcement of the rules of a foreign board of trade or any
applicable foreign laws.

MINIMUM INVESTMENT

FIRST-TIME INVESTORS:
$10,000 for initial investments
$1,000 or more for additional investments

TRUSTEES, IRAS, OTHER TAX-EXEMPT ACCOUNTS:
$5,000

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

Investors are required to make representations and warranties in connection with
their investment. Each investor is encouraged to discuss the investment with
his/her individual financial, legal and tax adviser.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF
PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR
ACCURACY OF THIS DISCLOSURE DOCUMENT.

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

CAMPBELL & COMPANY, INC.
General Partner

February 1, 1999
<PAGE> 4

COMMODITY FUTURES TRADING COMMISSION

RISK DISCLOSURE STATEMENT

YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU
TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT
FUTURES AND OPTIONS TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS.
SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND
CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS
ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE
POOL.

FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR
MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS
THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID
DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A
COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT PAGE 26 AND A
STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER
THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 4.

THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS
NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE,
BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY
STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK
FACTORS OF THIS INVESTMENT, AT PAGES 5 TO 10.

YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES
OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES,
INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO
REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS
PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO
COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN
NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE EFFECTED.
------------------------

THIS PROSPECTUS DOES NOT INCLUDE ALL OF THE INFORMATION OR EXHIBITS IN THE
FUND'S REGISTRATION STATEMENT. YOU CAN READ AND COPY THE ENTIRE REGISTRATION
STATEMENT AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE SECURITIES AND
EXCHANGE COMMISSION (THE "SEC") IN WASHINGTON, D.C.

THE FUND FILES QUARTERLY AND ANNUAL REPORTS WITH THE SEC. YOU CAN READ AND
COPY THESE REPORTS AT THE SEC PUBLIC REFERENCE FACILITIES IN CHICAGO, NEW YORK
OR WASHINGTON, D.C. PLEASE CALL THE SEC AT 1-800-SEC-0300 FOR FURTHER
INFORMATION.

THE FUND'S FILINGS ARE POSTED AT THE SEC WEBSITE AT HTTP://WWW.SEC.GOV.

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

CAMPBELL & COMPANY, INC.
GENERAL PARTNER
210 WEST PENNSYLVANIA AVENUE
BALTIMORE, MARYLAND 21204
(410) 296-3301

i
<PAGE> 5

CAMPBELL STRATEGIC ALLOCATION FUND, L.P.

ORGANIZATIONAL CHART

Selling Agents
(currently 30-40
different
brokerage firms)

Selling
Agreement
Advisory Commodity
Agreement Customer
Agreement

Campbell & Campbell Strategic Commodity Broker
Company, Inc. Allocation Fund, (currently
L.P. PaineWebber
General Incorporated)
partner

General Foreign Exchange
partner/Sponsor Dealer Agreement

Foreign Exchange
Dealer
7 other commodity (currently ABN
pools AMRO Bank N.V.,
Chicago Branch)

ii
<PAGE> 6

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
sec.1. SUMMARY..................................................... 1

General..................................................... 1
Plan of Distribution........................................ 1
Risk Factors You Should Consider Before Investing in the
Fund........................................................ 2
Investment Factors You Should Consider Before Investing in
the Fund.................................................... 2
Campbell & Company, Inc. ................................... 3
Charges to the Fund......................................... 3
Estimate of Break-Even Level................................ 3
Distributions and Redemptions............................... 4
Federal Income Tax Aspects.................................. 4

sec.2. THE RISKS YOU FACE.......................................... 5
Market Risks................................................ 5
Possible Total Loss of an Investment in the Fund....... 5
The Fund is Highly Leveraged........................... 5
Illiquidity of Your Investment......................... 5
Forward Transactions are Not Regulated and are Subject
to Credit Risk........................................ 5
Non-Correlated, Not Negatively Correlated, Performance
Objective............................................. 5
Trading Risks............................................... 6
Campbell & Company Analyzes Only Technical Market Data,
Not any Economic Factors External to Market Prices.... 6
Increased Competition from Other Trend-Following
Traders Could Reduce Campbell & Company's
Profitability......................................... 6
Speculative Position Limits May Alter Trading Decisions
for the Fund.......................................... 6
Increase in Assets Under Management May Affect Trading
Decisions............................................. 6
Fund Trading is Not Transparent........................ 6
Tax Risks................................................... 6
Investors are Taxed Based on Their Share of Fund
Profits............................................... 6
Tax Could be Due from Investors on Their Share of the
Fund's Ordinary Income Despite Overall Losses......... 7
Deductibility of Brokerage and Performance Fees........ 7
Other Risks................................................. 7
Fees and Commissions are Charged Regardless of
Profitability and are Subject to Change............... 7
Failure of Brokerage Firms; Disciplinary History of
Commodity Broker...................................... 7
Investors Must Not Rely on the Past Performance of
either Campbell & Company or the Fund in Deciding
Whether to Buy Units.................................. 7
Conflicts of Interest.................................. 8
Lack of Independent Experts Representing Investors..... 8
Reliance on Campbell & Company......................... 8
Possibility of Termination of the Fund Before
Expiration of its Stated Term......................... 8
The Fund is Not a Regulated Investment Company......... 8
Proposed Regulatory Change is Impossible to Predict.... 8
Forwards, Swaps, Hybrids and Other Derivatives are Not
Subject to CFTC Regulation............................ 9
Foreign Futures Contracts are Not Subject to U.S.
Regulation............................................ 8
Restrictions on Transferability........................ 9
A Single Advisor Fund May Be More Volatile Than a
Multi-Advisor Fund.................................... 9
Year 2000 Issues....................................... 9
Possible Effects of the European Monetary Union........ 10
</TABLE>

iii
<PAGE> 7

<TABLE>
<CAPTION>
PAGE
----
<C> <S> <C>
sec.3. SELECTED FINANCIAL DATA.................................... 11

sec.4. INVESTMENT FACTORS......................................... 11
Value of Diversifying into Managed Futures.................. 11
Advantages of Futures Fund Investments...................... 12

sec.5. CAMPBELL & COMPANY, INC. .................................. 15
Description................................................. 15
The Advisory Agreement...................................... 18
Trading Systems............................................. 18

sec.6. MANAGEMENT'S ANALYSIS OF OPERATIONS........................ 21
Introduction................................................ 21
Capital Resources........................................... 21
Liquidity................................................... 21
Results of Operations....................................... 21
Off-Balance Sheet Risk...................................... 23

sec.7. PAST PERFORMANCE OF THE CAMPBELL STRATEGIC ALLOCATION FUND,
L.P......................................................... 24

sec.8. CONFLICTS OF INTEREST...................................... 25
Campbell & Company, Inc. ................................... 25
The Commodity Broker and the Foreign Exchange Dealer........ 25
The Selling Agents.......................................... 26
Fiduciary Duty and Remedies................................. 26
Indemnification and Standard of Liability................... 26

sec.9. CHARGES TO THE FUND........................................ 27
Brokerage Fee............................................... 27
Other Fund Expenses......................................... 27
Campbell & Company, Inc..................................... 28
The Commodity Broker........................................ 29
Selling Agents.............................................. 29
Foreign Exchange Dealers.................................... 29
Offering Expenses........................................... 29
Other Expenses.............................................. 30

sec.10. USE OF PROCEEDS........................................... 30

sec.11. THE COMMODITY BROKER...................................... 30

sec.12. FOREIGN EXCHANGE DEALER................................... 36

sec.13. CAPITALIZATION............................................ 36

sec.14. DISTRIBUTIONS AND REDEMPTIONS............................. 36
Distributions............................................... 36
Redemptions................................................. 36
Redemption Fees............................................. 36
Net Asset Value............................................. 37

sec.15. THE FUTURES AND FORWARD MARKETS........................... 37
Futures Contracts........................................... 37
Forward Contracts........................................... 37
Regulation.................................................. 38
</TABLE>

iv
<PAGE> 8

<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
Margin...................................................... 38

Section 16. AGREEMENT OF LIMITED PARTNERSHIP............................ 38
Oganization and Limited Liabilities......................... 38
Management of Partnership Affairs........................... 39
Sharing of Profits and Losses............................... 39
Dispositions................................................ 39
Dissolution and Termination of the Fund..................... 39
Amendments and Meetings..................................... 39
Indemnification............................................. 40
Reports to Limited Partners................................. 40

Section 17. FEDERAL INCOME TAX ASPECTS.................................. 40
The Fund's Partnership Tax Status........................... 40
Taxation of Limited Partners on Profits and Losses of the
Fund........................................................ 40
Fund Losses by Limited Partners............................. 41
"Passive-Activity Loss Rules" and its Effect on the
Treatment of Income and Loss................................ 41
Cash Distributions and Unit Redemptions..................... 41
Gain or Loss on Section 1256 Contracts and Non-Section 1256
Contract.................................................... 41
Tax on Capital Gains and Losses............................. 41
Limited Deduction for Certain Expenses...................... 41
Interest Income............................................. 41
Syndication Fees............................................ 42
Investment Interest Deductibility Limitations............... 42
Unrelated Business Taxable Income........................... 42
IRS Audits of the Fund and Its Limited Partners............. 42
State and Other Taxes....................................... 42

Section 18. INVESTMENT BY ERISA ACCOUNTS................................ 42
General..................................................... 42
Special Investment Consideration............................ 42
The Fund Should Not Be Deemed to Hold "Plan Assets"......... 42
Ineligible Purchasers....................................... 43

Section 19. PLAN OF DISTRIBUTION........................................ 44
Subscription Procedure...................................... 44
Representations and Warranties of Investors in the
Subscription Agreement...................................... 44
Minimum Investment.......................................... 45
Investor Suitability........................................ 45
The Selling Agents.......................................... 45

Section 20. CERTAIN LEGAL MATTERS....................................... 46

Section 21. EXPERTS..................................................... 46

Section 22. MOST RECENT MONTHLY REPORTS................................. 47

Section 23. INDEX TO FINANCIAL STATEMENTS............................... 48
</TABLE>

<TABLE>
<S> <C>
APPENDICES
APPENDIX I Glossary................................................ APPI-1
APPENDIX II Supplementary Performance Information.................. APPII-5
</TABLE>

v
<PAGE> 9
<TABLE>
<S> <C>
EXHIBITS
EXHIBIT A Agreement of Limited Partnership.................. A-1
EXHIBIT B Request For Redemption............................ B-1
EXHIBIT C Subscription Requirements......................... C-1
EXHIBIT D Subscription Agreement And Power of Attorney...... D-1
</TABLE>

vi
<PAGE> 10

SEC. 1. SUMMARY

GENERAL

The Campbell Strategic Allocation Fund, L.P. allows you to participate in
the U.S. and international futures and forwards markets. Specifically, the Fund
trades in 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
metal, energy and agricultural products. Campbell & Company, the Fund's general
partner, uses its computerized, trend-following, technical trading and risk
control methods to seek substantial medium- and long-term capital appreciation
while, at the same time, seeking to control risk and volatility. Campbell &
Company provides advisory services to numerous other funds and individually
managed accounts similar to the services Campbell & Company provides to the
Fund. Campbell & Company has been using its technical approach since 1972 -- one
of the longest performance records of any currently active futures manager --
and has developed and refined its approach over the past 26 years. See "Past
Performance of the Campbell Strategic Allocation Fund" for a performance record
of the Fund through October, 1998.

The following summary provides review in outline form of certain important
aspects of an investment in the Fund.

PLAN OF DISTRIBUTION

HOW TO SUBSCRIBE FOR UNITS

- Investors must submit subscriptions at least five business days prior to
the applicable month-end closing date. Subscriptions will be accepted
once payments are received and cleared.

- The Fund will accept subscriptions throughout the continuing offering
period, which can be terminated by Campbell & Company at any time.
Campbell & Company has no present intention to terminate the offering.

- Interest earned while subscriptions are being processed will either be
paid to subscribers in the form of additional units or will be returned
in cash to those whose applications are rejected.

- The units are offered on a "best efforts" basis by the selling agents,
without any firm underwriting commitment. Investors are required to make
representations and warranties relating to their suitability to purchase
the units in the Subscription Agreement and Power of Attorney. Read the
Subscription Agreement and Power of Attorney as well as this prospectus
carefully before you decide whether to invest.

WHO MAY INVEST IN THE FUND

IS THE CAMPBELL STRATEGIC ALLOCATION FUND A SUITABLE INVESTMENT FOR YOU

An investment in the Fund is speculative and involves a high degree of
risk. The Fund is not a complete investment program. Campbell & Company offers
the Fund as a diversification opportunity for an investor's entire investment
portfolio, and therefore an investment in the Fund should only be a limited
portion of the investor's portfolio. You must, at a minimum, have:

1) a net worth of at least $150,000, exclusive of home, furnishings and
automobiles; or

2) a net worth, similarly calculated, of at least $45,000 and an annual
gross income of at least $45,000.

A number of jurisdictions in which the units are offered impose higher
minimum suitability standards on prospective investors. These suitability
standards are, in each case, regulatory minimums only, and merely because you
meet such standards does not mean that an investment in the units is suitable
for you. YOU MAY NOT INVEST MORE THAN 10% OF YOUR NET WORTH, EXCLUSIVE OF HOME,
FURNISHINGS AND AUTOMOBILES, IN THE FUND.

-1-
<PAGE> 11

RISK FACTORS YOU SHOULD CONSIDER BEFORE
INVESTING IN THE FUND

- The Fund is a highly volatile and speculative investment. There can be no
assurance that the Fund will achieve its objectives or avoid substantial
losses. You must be prepared to lose all or substantially all of your
investment.

- For every gain in futures and forward trading, there is an equal and
offsetting loss. Campbell & Company has from time to time in the past
incurred substantial losses in trading on behalf of its clients.

- The Fund trades in futures and forward contracts. Therefore, the Fund is
a party to financial instruments with elements of off-balance sheet
market risk, including market volatility and possible illiquidity. There
is also a credit risk that a counterparty will not be able to meet its
obligations to the Fund.

- The Fund is subject to numerous conflicts of interest including the
following:

1) Campbell & Company is both the general partner and trading advisor of
the Fund and its fees were not negotiated at arm's length;

2) Campbell & Company, the Fund's commodity broker and foreign exchange
dealers may have incentives to favor other accounts over the Fund;

3) Campbell & Company, the Fund's commodity broker and foreign exchange
dealers and their respective principals and affiliates may trade in
the futures and forward markets for their own accounts and may take
positions opposite or ahead of those taken for the Fund. For the same
reasons, Campbell & Company has a disincentive to add or replace
advisers, even if doing so may be in the best interests of the Fund;
and

4) Selling agents will be entitled to ongoing compensation as a result of
their clients remaining in the Fund, so a conflict exists between the
agent's interest in maximizing compensation and in advising their
clients to make investment decisions in the client's best interests.

- Limited partners take no part in the management of the Fund and although
Campbell & Company is an experienced professional manager, past
performance is not necessarily indicative of future results.

- Campbell & Company will be paid a brokerage fee of up to 8% annually
irrespective of profitability. Campbell & Company will also be paid
quarterly performance fees equal to 20% of aggregate cumulative
appreciation, excluding interest income, in net asset value, if any.
Currently, the Fund's actual brokerage fee is 7.7% per annum.

- The Fund is a single advisor fund which may be inherently more volatile
than multi-advisor managed futures products.

- Although the Fund is liquid compared to other "alternative" investments
such as real estate or venture capital, liquidity is restricted, as the
units may only be redeemed on a monthly basis, upon ten business days'
notice. Redemption fees apply to units redeemed on or prior to the
twelfth month-end following purchase. You may transfer or assign your
units after 30 days' advance notice, and only with the consent of
Campbell & Company.

INVESTMENT FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN THE FUND

- The Fund is a leveraged investment fund managed by an experienced,
professional trading advisor and it trades in a wide range of futures and
forward markets.

- Campbell & Company utilizes several independent and different proprietary
trading systems for the Fund.

- The Fund has the potential to help diversify traditional securities
portfolios. According to modern portfolio theory, a diverse portfolio
consisting of assets that perform in an unrelated manner, or
non-correlated assets, can increase overall return and reduce the
volatility (a primary measure of risk) of a portfolio. As a risk transfer
activity, futures and forward trading has no
-2-
<PAGE> 12

inherent correlation with any other investments. However, non-correlation
will not provide any diversification advantages unless the non-correlated
assets are outperforming other portfolio assets, and there is no
guarantee that the Fund will outperform other sectors of an investor's
portfolio (or not produce losses). The Fund's profitability also depends
on the success of Campbell & Company's trading techniques. If the Fund is
unprofitable then it will not increase the return on an investor's
portfolio or achieve its diversification objectives.

- Investors in the Fund get the advantage of limited liability in highly
leveraged trading.

CAMPBELL & COMPANY, INC.

Campbell & Company, the general partner and trading advisor for the Fund,
administers the Fund as well as directs its trading. Its principals have over 26
years of experience trading in the futures and forward markets. As of October
31, 1998, Campbell & Company was managing approximately $1.3 billion in the
futures and forwards markets, including approximately $1.1 billion in its
Financial, Metal & Energy Large Portfolio. The FME Large Portfolio, to which
approximately 75% of the Fund's assets are currently allocated, is concentrated
in the financial markets (in interest rates, foreign exchange and stock
indices), as well as metals and energy products. The remainder of the Fund's
assets are traded pursuant to the Global Diversified Large Portfolio, which
includes many of the same markets as the FME Large Portfolio, as well as
agricultural markets such as grains, meats, rubber, orange juice, coffee, and
fibers. Campbell & Company has sole authority and responsibility for directing
investment and reinvestment of the Fund's assets.

Campbell & Company uses a computerized, technical, trend-following approach
combined with quantitative portfolio management analysis and seeks to identify
and profit from sustained price trends. Currently, five trading models are
utilized in most markets traded. Each model analyzes market movements and
internal market and price configurations. Campbell & Company utilizes a
proprietary, volatility-based system for allocating capital to a portfolio's
constituent markets. Each market is assigned a dollar risk value based on
contract size and volatility, which forms the basis for structuring a
risk-balanced portfolio.

CHARGES TO THE FUND

The Fund's charges are substantial and must be offset by trading gains and
interest income in order to avoid depletion of the Fund's assets.

Campbell & Company

- Brokerage fee of up to 8% of Net Assets per annum, of which up to 1% is
paid to the commodity broker, 4% is paid to the selling agents and
Campbell & Company retains the remainder.

- 20% of quarterly appreciation in the Fund's Net Assets, excluding
interest income and as adjusted for subscriptions and redemptions.

- Reimbursement of offering expenses incurred in the continuous offering
over a 30-month period following incurrence of each such expense,
estimated at and not to exceed 2.5% of the aggregate subscriptions
accepted by Campbell & Company.

- Redemption fees apply to units redeemed through the first twelve
month-ends following purchase.

Dealers and Others

- "Bid-ask" spread in off-exchange contracts.

- Operating expenses such as legal, auditing, administration, printing and
postage, up to a maximum of 0.5 of 1% of net assets per year.

ESTIMATE OF BREAK-EVEN LEVEL

In order for an investor to "break-even" on his investment in the first
year of trading (i.e. for ending net asset value to equal the initial amount
invested), assuming an initial investment of $10,000, the Fund must earn $450
per unit, or 4.50%, provided that no redemption charge is applicable.

-3-
<PAGE> 13

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.
Because the purchase date counts as of the first month-end in determining
whether a redemption fee applies, no redemption fee would be due in respect of a
unit redeemed on the first anniversary of the purchase. Accordingly, redemption
fees are not included in the "break-even" estimate set forth below.

<S> <C>
Assumed Initial Selling Price
Per Unit.................... $10,000.00
----------
Brokerage Fee (8%)............ $ 800.00
Organization & Offering
Expense Reimbursement
(1%)........................ 100.00
Operating Expenses (0.5%)..... 50.00
Less: Interest Income (5%).... (500.00)
----------
Amount of Trading Income
Required for the Fund's Net
Asset Value per Unit at the
End of One Year to Equal the
Initial Selling Price per
Unit........................ $ 450.00
==========
Percentage of Assumed Initial
Selling Price per Unit...... 4.50%
==========
The maximum offering expense reimbursement
is 2.5% of the total subscription amount
over 30 months. This amount represents a
maximum during a twelve-month period of 1%
of average month-end Net Assets. Operating
expenses are subject to a maximum limit of
0.5% of Net Assets per annum. The
estimates also do not account for the
bid/ask spreads in connection with the
Fund's foreign exchange forward contract
trading. No performance fee is included in
the calculation of the "break-even" level
since all operating expenses of the Fund
must be offset before a performance fee is
accrued.
</TABLE>

DISTRIBUTIONS AND REDEMPTIONS

The Fund is intended to be a medium- to long-term investment (3 to 5
years). Units are transferable, but no market exists for their sale and none
will develop. Monthly redemptions are permitted upon ten business days' written
notice to Campbell & Company. Redemption fees, as described above, apply through
the first twelve month-ends following purchase. After the twelfth month-end
following purchase of a unit, no redemption fees apply. Campbell & Company does
not intend to make any distributions.

FEDERAL INCOME TAX ASPECTS

In the opinion of Sidley & Austin, counsel to Campbell & Company, the Fund
is classified as a partnership and will not be considered a publicly-traded
partnership taxable as a corporation for federal income tax purposes. As such,
whether or not Campbell & Company has distributed any cash to the limited
partners, each limited partner must report his or her allocable share of items
of income gain, loss and deduction of the Fund and is individually liable for
income tax on such share. The Fund invests in futures and other commodity
contracts, gain or loss on which will, depending on the contracts traded,
constitute a mixture of:

1) ordinary income or loss; and/or

2) capital gain or loss.

Trading losses of the Fund, which will generally constitute capital losses,
may only be available to offset a limited amount of interest income allocated to
the limited partners. Although Campbell & Company treats the brokerage fees and
performance fees paid to Campbell & Company as ordinary expenses, such expenses
may be subject to restrictions on deductibility for federal income tax purposes
or be treated as non-deductible, syndication costs by the Internal Revenue
Service ("IRS").

[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY.]

-4-
<PAGE> 14

SEC. 2. THE RISKS YOU FACE

MARKET RISKS

POSSIBLE TOTAL LOSS OF AN INVESTMENT IN THE FUND

Futures and forward contracts have a high degree of price variability and
are subject to occasional rapid and substantial changes. Consequently, you could
lose all or substantially all of your investment in the Fund.

THE FUND IS HIGHLY LEVERAGED

Because the amount of margin funds necessary to be deposited with a futures
broker in order to enter into a futures or forward contract position is
typically about 2% to 10% of the total value of the contract, Campbell & Company
is able to hold positions in the Fund's account with face values equal to
several times the Fund's Net Assets. The ratio of margin-to-equity is typically
20%, but can range from 10% to 35%. As a result of this leveraging, even a small
movement in the price of a contract can cause major losses.

ILLIQUIDITY OF YOUR INVESTMENT

Futures and forward positions cannot always be liquidated at the desired
price. It is difficult to execute a trade at a specific price when there is a
relatively small volume of buy and sell orders in a market. A market disruption,
such as when foreign governments may take or be subject to political actions
which disrupt the markets in their currency or major exports, can also make it
difficult to liquidate a position.

Unexpected market illiquidity has caused major losses in recent years in
such sectors as emerging markets and mortgage-backed securities. There can be no
assurance that the same will not happen to the Fund at any time or from time to
time. The large size of the positions which Campbell & Company acquires for the
Fund increases the risk of illiquidity by both making its positions more
difficult to liquidate and increasing the losses incurred while trying to do so.

Also, there is no secondary market for the units. While the units have
redemption rights, there are restrictions, and possible fees assessed. For
example, redemptions can occur only at the end of a month. If a large number of
redemption requests were to be received at one time, the Fund might have to
liquidate positions to satisfy the requests. Such a forced liquidation could
adversely affect the Fund and consequently your investment.

Transfers of interest in the units are subject to limitations, such as 30
days advance notice of any intent to transfer. Also, Campbell & Company may deny
a request to transfer if it determines that the transfer may result in adverse
legal or tax consequences for the Fund. See "Agreement of Limited
Partnership -- Dispositions."

FORWARD TRANSACTIONS ARE NOT REGULATED AND ARE SUBJECT TO CREDIT RISK

The Fund trades forward contracts in foreign currencies. Forward contracts
are typically traded through a dealer market which is dominated by major money
center banks and is not regulated by the Commodity Futures Trading Commission
("CFTC"). Thus, you do not receive the protection of CFTC regulation or the
statutory scheme of the Commodity Exchange Act in connection with this trading
activity by the Fund. Also, the Fund faces the risk of non-performance by the
counterparties to the forward contracts and such non-performance may cause some
or all of your gain to be unrealized.

NON-CORRELATED, NOT NEGATIVELY CORRELATED,
PERFORMANCE OBJECTIVE

Historically, managed futures have been generally non-correlated to the
performance of other asset classes such as stocks and bonds. Non-correlation
means that there is no statistically valid relationship between the past
performance of futures and forward contracts on the one hand and stocks or bonds
on the other hand (as opposed to negative correlation, where the performance
would be exactly opposite between two asset classes). Because of this
non-correlation, the Fund cannot be expected to be automatically profitable
during unfavorable periods for the stock market, or vice versa. The futures and
forward markets are fundamentally different from the securities markets in that
for every gain in futures and forward trading, there is an equal and off-setting
loss. If the Fund does not perform in a manner non-correlated with the general
financial markets or does not perform successfully, you will obtain no
diversification benefits by investing in the units and the Fund may have no
gains to offset your losses from other investments.

-5-
<PAGE> 15

TRADING RISKS

CAMPBELL & COMPANY ANALYZES ONLY TECHNICAL MARKET DATA, NOT ANY ECONOMIC
FACTORS EXTERNAL TO MARKET PRICES

The trading systems used by Campbell & Company for the Fund are technical,
trend-following methods. The profitability of trading under these systems
depends on, among other things, the occurrence of significant price trends
(sustained movements, up or down, in futures and forward prices). Such trends
may not develop; there have been periods in the past without price trends.

The likelihood of the units being profitable could be materially diminished
during periods when events external to the markets themselves have an important
impact on prices. During such periods, Campbell & Company's historic price
analysis could establish positions on the wrong side of the price movements
caused by such events.

INCREASED COMPETITION FROM OTHER
TREND-FOLLOWING TRADERS COULD REDUCE CAMPBELL
& COMPANY'S PROFITABILITY

There has been a dramatic increase over the past 10 to 15 years in the
amount of assets managed by trend-following trading systems like the Campbell &
Company programs. In 1980, the assets in the managed futures industry were
estimated at approximately $300 million; by the end of 1997, this estimate had
risen to approximately $34.9 billion. It is also estimated that over half of all
managed futures trading advisors rely primarily on trend-following systems. This
means increased trading competition which could operate to the detriment of the
Fund. It may become more difficult for the Fund to implement its trading
strategy if these other trading advisors using technical systems are, at the
same time, also attempting to initiate or liquidate futures or forward positions
or otherwise alter trading patterns.

SPECULATIVE POSITION LIMITS MAY ALTER TRADING DECISIONS FOR THE FUND

The CFTC has established limits on the maximum net long or net short
positions which any person may hold or control in certain futures contracts.
Exchanges also have established such limits. All accounts controlled by Campbell
& Company, including the account of the Fund, are combined for speculative
position limit purposes. If positions in those accounts were to approach the
level of the particular speculative position limit, such limits could cause a
modification of Campbell & Company's trading decisions for the Fund or force
liquidation of certain futures positions.

INCREASE IN ASSETS UNDER MANAGEMENT MAY AFFECT TRADING DECISIONS

Campbell & Company's current equity under management is at or near its
all-time high. Campbell & Company has not agreed to limit the amount of
additional equity which it may manage, and is actively engaged in seeking major
new accounts. The more equity Campbell & Company manages, the more difficult it
may be for Campbell & Company to trade profitably because of the difficulty of
trading larger positions without adversely affecting prices and performance.
Accordingly, such increases in equity under management may require Campbell &
Company to modify its trading decisions for the Fund which could have a
detrimental effect on your investment.

FUND TRADING IS NOT TRANSPARENT

Campbell & Company makes the Fund's trading decisions. While Campbell &
Company receives daily trade confirmations from the commodity broker and foreign
exchange dealers, the Fund's trading results are reported to limited partners
monthly. Accordingly, an investment in the Fund does not offer limited partners
the same transparency, i.e., an ability to review all investment positions
daily, that a personal trading account offers.

TAX RISKS

INVESTORS ARE TAXED BASED ON THEIR SHARE OF
FUND PROFITS

Investors are taxed each year on their share of the Fund's profits, if any,
irrespective of whether they redeem any units or receive any cash distribution
from the Fund.

All performance information included in this prospectus is presented on a
pre-tax basis; the

-6-
<PAGE> 16

investors who experienced such performance had to pay the related taxes from
other sources.

TAX COULD BE DUE FROM INVESTORS ON THEIR
SHARE OF THE FUND'S ORDINARY INCOME DESPITE
OVERALL LOSSES

Investors may be required to pay tax on their allocable share of the Fund's
ordinary income, which in the case of the Fund is predominately the Fund's
interest income, even though the Fund incurs overall losses. Capital losses can
be used only to offset capital gains and $3,000 of ordinary income each year.
Consequently, if an investor were allocated $5,000 of ordinary income and
$10,000 of capital losses, the investor would owe tax on $2,000 of ordinary
income even though the investor would have a $5,000 loss for the year. The
$7,000 capital loss could be used in subsequent years to offset capital gain and
ordinary income, but subject to the same annual limitation on its deductibility
against ordinary income.

DEDUCTIBILITY OF BROKERAGE AND PERFORMANCE FEES

Although Campbell & Company treats the brokerage fees and performance fees
paid to Campbell & Company and other expenses of the Fund as ordinary and
necessary business expenses, upon audit, the Fund may be required to treat such
fees as "investment advisory fees" if the Fund's trading activities did not
constitute a trade or business for tax purposes. If the expenses were investment
advisory expenses, a limited partner's tax liability would likely increase. In
addition, upon audit, a portion of the brokerage fees might be treated as a
non-deductible syndication cost or might be treated as a reduction in the Fund's
capital gain or as an increase in the Fund's capital loss. If the brokerage fees
were so treated, a limited partner's tax liability would likely increase.

OTHER RISKS

FEES AND COMMISSIONS ARE CHARGED REGARDLESS OF PROFITABILITY AND ARE SUBJECT TO
CHANGE

The Fund is subject to substantial charges payable irrespective of
profitability in addition to performance fees which are payable based on the
Fund's profitability. Included in these charges are brokerage fees and operating
expenses. On the Fund's forward trading, "bid-ask" spreads are incorporated into
the pricing of the Fund's forward contracts by the counterparties in addition to
the brokerage fees paid by the Fund. It is not possible to quantify the
"bid-ask" spreads paid by the Fund because the Fund cannot determine the profit
its counterparty is making on the forward trades into which it enters.
Consequently, the Fund's expenses could, over time, result in significant losses
to your investment. In addition, while currently not contemplated, the limited
partnership agreement allows for changes to be made to the brokerage fee and
performance fee upon sixty days' notice to the limited partners.

FAILURE OF BROKERAGE FIRMS; DISCIPLINARY HISTORY OF COMMODITY BROKER

The Commodity Exchange Act requires a clearing broker to segregate all
funds received from customers from such broker's proprietary assets. If the
commodity broker fails to do so, the assets of the Fund might not be fully
protected in the event of the bankruptcy of the commodity broker. Furthermore,
in the event of the commodity broker's bankruptcy, the Fund could be limited to
recovering only a pro rata share of all available funds segregated on behalf of
the commodity broker's combined customer accounts, even though certain property
specifically traceable to the Fund (for example, Treasury bills deposited by the
Fund with the commodity broker as margin) was held by the commodity broker. The
commodity broker has been the subject of certain regulatory and private causes
of action. The material actions are described under "The Commodity Broker."

Furthermore, dealers in forward contracts are not regulated by the
Commodity Exchange Act and are not obligated to segregate customer assets. As a
result, you do not have such basic protection in forward contracts.

INVESTORS MUST NOT RELY ON THE PAST PERFORMANCE OF EITHER CAMPBELL & COMPANY OR
THE FUND IN DECIDING WHETHER TO BUY UNITS

The future performance of the Fund is not predictable, and no assurance can
be given that the Fund will perform successfully in the future. Past performance
is not necessarily indicative of future results.

-7-
<PAGE> 17

CONFLICTS OF INTEREST

Campbell & Company has a conflict of interest because it acts as the
general partner and sole trading advisor for the Fund.

Since Campbell & Company acts as both trading advisor and general partner,
it is very unlikely that its advisory contract will be terminated by the Fund.
The fees payable to Campbell & Company were established by it and were not the
subject of arm's length negotiation.

Selling agents will be entitled to ongoing compensation as a result of
their clients remaining in the Fund, so a conflict exists between the agent's
interest in maximizing compensation and in advising their clients to make
investment decisions in the client's best interests.

Other conflicts are also present in the operation of the Fund. See
"Conflicts of Interest."

LACK OF INDEPENDENT EXPERTS REPRESENTING INVESTORS

Campbell & Company has consulted with counsel, accountants and other
experts regarding the formation and operation of this Fund. No counsel has been
appointed to represent the limited partners in connection with the offering of
the units. Accordingly, each prospective investor should consult his own legal,
tax and financial advisers regarding the desirability of an investment in the
Fund.

RELIANCE ON CAMPBELL & COMPANY

The Fund is wholly dependent upon the services of Campbell & Company and
there can be no assurance that such services will be available for any length of
time following the term of the advisory agreement between Campbell & Company and
the Fund. Furthermore, the incapacity of Campbell & Company's principals could
have a material and adverse effect on Campbell & Company's ability to discharge
its obligations under the advisory agreement. However, there are no individual
principals at Campbell & Company whose absence would result in a material and
adverse effect on Campbell & Company's ability to adequately carry out its
responsibilities.

POSSIBILITY OF TERMINATION OF THE FUND BEFORE EXPIRATION OF ITS STATED TERM

As general partner, Campbell & Company may withdraw from the Fund upon 120
days' notice, which would cause the Fund to terminate unless a substitute
general partner were obtained. Other events, such as a long-term substantial
loss suffered by the Fund, could also cause the Fund to terminate before the
expiration of its stated term. This could cause you to liquidate your
investments and upset the overall maturity and timing of your investment
portfolio. If the registrations with the CFTC or memberships in the National
Futures Association ("NFA") of Campbell & Company or the commodity broker were
revoked or suspended, such entity would no longer be able to provide services to
the Fund.

THE FUND IS NOT A REGULATED INVESTMENT COMPANY

Although the Fund and Campbell & Company are subject to regulation by the
CFTC, the Fund is not an investment company subject to the Investment Company
Act of 1940. Accordingly, you do not have the protections afforded by that
statute which, for example, require investment companies to have a majority of
disinterested directors and regulate the relationship between the adviser and
the investment company.

PROPOSED REGULATORY CHANGE IS IMPOSSIBLE TO PREDICT

The futures markets are subject to comprehensive statutes, regulations, and
margin requirements. In addition, the CFTC and the exchanges are authorized to
take extraordinary actions in the event of a market emergency, including, for
example, the retroactive implementation of speculative position limits or higher
margin requirements, the establishment of daily price limits and the suspension
of trading. The regulation of futures and forward transactions in the United
States is a rapidly changing area of law and is subject to modification by
government and judicial action. The effect of any future regulatory change on
the Fund is impossible to predict, but could be substantial and adverse.

FORWARDS, SWAPS, HYBRIDS AND OTHER DERIVATIVES ARE NOT SUBJECT TO CFTC
REGULATION

The Fund trades foreign exchange contracts in the interbank market. In the
future, the Fund

-8-
<PAGE> 18

may also trade swap agreements, hybrid instruments and other off-exchange
contracts. Swap agreements involve trading income streams such as fixed rate for
floating rate interest. Hybrids are instruments which combine features of a
security with those of a futures contract. The dealer market for off-exchange
instruments is becoming more liquid. There is no exchange or clearinghouse for
these contracts and they are not regulated by the CFTC. The Fund will not
receive the protections which are provided by the CFTC's regulatory scheme.

FOREIGN FUTURES CONTRACTS ARE NOT SUBJECT TO U.S. REGULATION

A substantial portion of Campbell & Company trades take place on markets or
exchanges outside the United States. From time to time, as much as 20% to 50% of
the Fund's overall market exposure could involve positions taken on foreign
markets. The risk of loss in trading foreign futures contracts and foreign
options can be substantial. Participation in foreign futures contracts and
foreign options transactions involves the execution and clearing of trades on,
or subject to the rules of, a foreign board of trade. None of the CFTC, NFA or
any domestic exchange regulates activities of any foreign boards of trade,
including the execution, delivery and clearing of transactions, or has the power
to compel enforcement of the rules of a foreign board of trade or any applicable
foreign laws.

The price of any foreign futures or foreign options contract and,
therefore, the potential profit and loss thereon, may be affected by any
variance in the foreign exchange rate between the time the order is placed and
the time it is liquidated, offset or exercised. Certain foreign exchanges may
also be in a more or less developmental stage so that prior price histories may
not be indicative of current price dynamics. The rights of clients (such as the
Fund) in the event of the insolvency or bankruptcy of a non-U.S. market or
broker are also likely to be more limited than in the case of U.S. markets or
brokers.

RESTRICTIONS ON TRANSFERABILITY

You may transfer or assign your units only upon 30 days' prior written
notice to Campbell & Company and if Campbell & Company is satisfied that the
transfer complies with applicable laws and would not result in the termination
of the Fund for federal income tax purposes.

A SINGLE ADVISOR FUND MAY BE MORE VOLATILE THAN A MULTI-ADVISOR FUND

The Fund is a single-advisor managed futures fund. You should understand
that many managed futures funds are structured as multi-advisor funds in order
to attempt to control risk and reduce volatility through combining advisors
whose historical performance records have exhibited a significant degree of
non-correlation with each other. As a single-advisor managed futures fund, it is
expected that the Fund may have a greater profit potential than investment
vehicles employing multiple advisors, but may also have increased performance
volatility and a higher risk of loss.

YEAR 2000 ISSUES

Many computer systems were designed using only two digits to designate
years. These systems may not be able to distinguish the Year 2000 from the Year
1900 (commonly known as the "Year 2000 Problem"). Like other investment funds
and financial business organizations, the Fund could be adversely affected if
the computer systems used by Campbell & Company or the Fund's service providers
do not properly address this problem prior to January 1, 2000. Currently,
Campbell & Company does not anticipate that the transition to the 21st century
will have any material effect on the Fund.

Campbell & Company has established a "Y2K Task Force" consisting of
representatives of its information technology, research, accounting, compliance
and trading departments to specifically address all Year 2000 issues in a timely
manner. Actions taken have included an analysis of all in-house software and
hardware to determine Year 2000 compliance. Campbell & Company also requested
confirmation from all third parties which they and the Fund have a material
relationship that said parties have taken the same actions. To date, 80% of the
confirmations have been returned. In-house compliance for all mission-critical
software is in process, with a December 31, 1998 targeted completion date.
Testing of corrected software has already begun. Contingency plans have been
established for all non-mission-critical systems. No direct costs have been or
are expected to be incurred in addressing the Year

-9-
<PAGE> 19

2000 Problem. Campbell & Company has addressed all of the issues as a part of
their ongoing operations, so the Fund will not be required to reimburse Campbell
& Company for any expenses incurred.

Despite the corrective measures that Campbell & Company has implemented, no
assurance can be given that the Fund's service providers have anticipated every
step necessary to avoid any adverse effect on the Fund attributable to the Year
2000 Problem. A most likely worst case scenario would be one in which trading of
contracts on behalf of the Fund becomes impossible as a result of the Year 2000
Problem. Campbell & Company would be able to assess such a situation in advance
of the December 31, 1999 deadline and either liquidate all positions prior to
that date and/or establish relationships with additional counterparties.
Further, prospective limited partners should understand that the failure of
third parties, such as futures exchanges, clearing organizations or regulators,
to resolve the Year 2000 Problem in a timely manner could result in a material
financial risk to the Fund.

POSSIBLE EFFECTS OF THE EUROPEAN MONETARY UNION

Campbell & Company anticipates trading the euro-currency. The scheduled
January 1, 1999 conversion of most major European currencies to a single
euro-currency, or market anticipation of, or reaction to, that conversion or to
any nation's withdrawal from the European Monetary Union, may adversely affect
the trading opportunities, or trading results generally, of currency traders,
including Campbell & Company. As a result of the convergence that has already
occurred in the various currencies that are anticipated to be replaced by the
single euro, or legacy currencies, Campbell & Company has significantly reduced
the Fund's exposure in these markets. Campbell & Company will continue to
gradually phase out legacy risk during the last quarter of 1998. Euro risk, in
the form of positions in euro forward contracts and futures contracts on
euro-denominated bond interest rates, will be introduced with small exposure and
increased over the first quarter of 1999. This process will ultimately restore
the Fund's European risk allocations to a level similar to pre-euro weightings.

The conversion to a single euro-currency is a very significant and novel
political and economic event and there can be no certainty about its direct or
indirect future effects on currency markets. Limited partners should be aware
that a risk exists that unforeseen effects of the European Monetary Union could
result in trading losses.

[REMAINDER OF PAGE LEFT BLANK INTENTIONALLY.]

-10-
<PAGE> 20

SEC.3. SELECTED FINANCIAL DATA

DOLLARS IN THOUSANDS, EXCEPT PER UNIT AMOUNTS

<TABLE>
<CAPTION>
PERIOD ENDED YEAR ENDED PERIOD ENDED
SEPTEMBER 30, ----------------------------- DECEMBER 31,
1998 1997 1996 1995 1994
------------- -------- -------- ------- ------------
<S> <C> <C> <C> <C> <C>
Total Assets........................... $311,218 $220,404 $111,367 $46,492 $21,066
Total Partners' Capital................ 303,222 212,710 107,737 45,074 20,599
Total Income (Loss).................... 48,850 40,234 26,624 6,201 (1,215)
Net Income (Loss)...................... 29,522 24,011 19,058 3,509 (2,236)
Net Income (Loss) Per General and
Limited Partner Unit................. 116.69 208.78 327.00 103.74 (133.42)
Increase (Decrease) in Net Asset Value
per General and Limited Partner
Unit................................. 95.50 181.48 296.12 88.27 (116.23)
</TABLE>

NOTE: The Fund commenced trading in April 1994; financial information is
provided since that inception date.

SEC.4. INVESTMENT FACTORS

VALUE OF DIVERSIFYING INTO MANAGED FUTURES

As illustrated in the following chart, allocating a small portion of a
portfolio to a managed futures investment, such as the Fund, can potentially
enhance the performance of the portfolio. The MAR Index, which is more fully
described below, is used as an indicator of overall managed futures returns,
much like the S&P 500 Index is considered an indicator for the stock market.
However, just as individual stocks may perform quite differently from the S&P
500 Index, the Fund may perform quite differently from the MAR Index. An
investment in the Fund is not the same as an investment in the MAR Index.

Modern portfolio theory suggests that a diverse portfolio with assets that
have little or no correlation with each other should have higher returns and
lower risk than a less diversified portfolio. The Nobel Prize for Economics in
1990 was awarded to Dr. Harry Markowitz for demonstrating that the total return
can increase, and/or risks can be reduced, when portfolios have positively
performing asset categories that are essentially non-correlated. Even many
seemingly diverse portfolios may actually be quite correlated. For instance,
over time alternative investment classes such as real estate and international
stocks and bonds may correlate closely with domestic equities as the global
economy expands and contracts.

Historically, managed futures investments have had very little correlation
to the stock and bond markets. Campbell & Company believes that the performance
of the Fund should also exhibit a substantial degree of non-correlation (not,
however, necessarily negative correlation) with the performance of traditional
equity and debt portfolio components, in part because of the ease of selling
futures short. This feature of futures -- being able to be long or short a
futures position with similar ease -- means that profit and loss from futures
trading, unlike many debt and equity instruments, is not dependant upon economic
prosperity or stability.

However, non-correlation will not provide any diversification advantages
unless the non-correlated assets are outperforming other portfolio assets, and
there is no guarantee that the Fund will outperform other sectors of an
investor's portfolio (or not produce losses). Additionally, although adding
managed futures funds to a portfolio may provide diversification, managed
futures funds are not a hedging mechanism and there is no guarantee that managed
futures funds will appreciate during periods of inflation or stock and bond
market declines.

Non-correlated performance should not be confused with negatively
correlated performance. Non-correlation means only that the Fund's performance
likely has no relation to the performance of equities and debt instruments,
reflecting Campbell & Company's belief that certain factors which affect equity
and debt prices may affect the Fund differently and that certain factors which
affect the former may not affect the latter. The net asset value per unit may
decline or increase more or less than equity and debt instruments during both

-11-
<PAGE> 21

bear and bull markets. Campbell & Company has no expectation that the Fund's
performance will be negatively correlated to general debt and equity markets,
i.e., likely to be profitable when the latter are unprofitable, or vice versa.

The gray area of the chart below shows the historical benefit of adding 10%
managed futures to a hypothetical portfolio made up of 60% stocks and 30% bonds,
assuming an initial investment of $10,000. The combined portfolio showed
improved returns over the last eighteen years, and lower volatility (a common
measure of risk) than a portfolio made up of stocks and bonds alone.

VALUE OF INITIAL $10,000 PORTFOLIO
WITH A 10% ALLOCATION TO THE MAR FUND/POOL QUALIFIED UNIVERSE
VS. A STOCKS AND BONDS PORTFOLIO
JANUARY 1980 - OCTOBER 1997
PERFORMANCE CHART

<TABLE>
<CAPTION>
60% Stocks, 30% Bonds,
10% MAR Fund/Pool 60% Stocks, 40% Bonds:
Qualified Universe:Value Value $132,517:
$139,859:Annualized Annualized Std. Dev.
Month Std. Dev. 9.81% 10.17%
<S> <C> <C>
10000.00 10000.00
Jan-80 10153.60 9934.40
10000.38 9730.55
9818.58 9517.64
10102.82 9882.36
10249.11 10042.85
11152.06 10913.56
11250.09 10865.54
11132.63 10729.51
11870.28 11420.49
11870.40 11374.80
11867.32 11370.71
12587.19 12145.51
12670.89 12147.94
12667.60 12087.20
12772.61 12304.28
12734.55 12194.04
12906.21 12320.86
12874.85 12166.85
12863.00 12092.38
12823.00 12031.92
12022.20 11330.22
12164.91 11568.61
12513.55 11884.20
12846.04 12262.59
Jan-82 12915.79 12293.99
13051.54 12369.72
12630.10 11882.60
12702.35 11994.77
12768.02 12064.34
12788.06 11967.34
12836.40 12159.30
13054.11 12368.92
14178.07 13389.61
14316.73 13631.16
14301.12 13678.05
15974.64 15281.93
16133.91 15284.38
16126.97 15426.83
17038.95 16346.89
17137.61 16488.78
17126.64 16424.80
18147.21 17536.43
18045.05 17427.00
18250.04 17467.43
18380.89 17651.54
18395.96 17675.55
18370.58 17752.61
18385.09 17813.68
Jan-84 18500.36 17933.39
18465.77 17907.57
18180.29 17598.12
18145.20 17601.64
18123.61 17443.23
17781.25 17248.56
18313.62 17510.05
18255.57 17614.41
19481.79 18781.54
19642.32 19068.52
19551.58 19200.48
20016.71 19529.96
20229.49 19683.07
20233.33 19548.44
21397.15 20777.25
21568.97 20942.64
21879.35 21328.82
22833.94 22357.30
23071.42 22331.36
23161.86 22476.97
22395.20 21982.47
22694.40 22147.78
23009.40 22341.79
25722.44 24919.59
Jan-86 25810.92 24973.42
26466.00 25373.99
29193.85 27919.00
29003.80 27965.91
28615.44 27710.86
29762.63 29050.40
29922.46 29134.07
30325.81 29463.86
28601.79 28047.83
28551.45 28202.65
28559.16 28332.39
29505.32 29299.65
32314.53 31795.40
33186.37 32635.43
33796.67 33124.31
33807.48 32621.48
33869.35 32735.66
34993.81 33880.75
36159.81 34882.95
36819.36 35585.49
36053.52 34841.75
31883.93 30880.94
30600.60 29414.71
32293.12 30897.80
Jan-88 33254.17 32082.43
34337.25 33116.76
33529.99 32366.34
33612.47 32513.28
33913.64 32590.66
35583.54 33776.31
35278.95 33607.43
34625.23 32948.72
35745.36 34078.21
36581.80 34886.54
36161.84 34422.55
36501.04 34836.31
38412.60 36543.29
37357.02 35675.02
38048.50 36260.80
39426.23 37700.36
41065.57 38972.37
41343.18 39359.75
44028.83 41824.46
44128.34 42035.25
43976.53 42004.15
43531.93 41854.61
44271.54 42529.31
45078.61 43170.65
Jan-90 43156.91 41189.12
43597.11 41540.87
44353.95 42198.05
43736.99 41416.54
46457.43 44301.62
46542.91 44400.86
46827.29 44542.94
44326.25 41879.27
43237.59 40816.37
43444.70 40977.19
45440.55 42929.34
46361.18 43914.14
47558.22 45250.89
49648.88 47295.33
50676.12 48078.54
50906.19 48359.31
52226.69 49685.33
50810.30 48292.15
52238.58 49872.27
53182.53 51044.27
53228.80 50961.58
53717.44 51550.69
52557.15 50510.40
57472.82 54666.39
Jan-92 56192.90 53715.20
56498.59 54217.97
55707.61 53457.84
56700.31 54535.55
57177.73 55099.45
57205.75 54922.03
59405.88 56823.43
59051.82 56335.88
58838.65 56254.76
58689.78 56048.86
59895.86 57157.51
60666.72 58021.73
61261.86 58759.77
62521.40 59779.84
63341.68 60615.56
62755.77 59922.12
63784.97 60859.30
64405.60 61505.63
64618.65 61507.35
66504.48 63456.15
66223.03 63260.58
67093.47 64142.05
66492.44 63493.06
67258.04 64052.69
Jan-94 68968.41 65971.71
66815.91 63815.09
64296.95 61022.54
64472.61 61201.46
65080.97 61635.13
64149.01 60487.49
65961.22 62505.35
67324.64 63850.47
65781.56 62104.79
66586.07 62851.29
65316.94 61637.01
66119.68 62561.56
67414.50 64014.12
69598.19 66104.94
71403.99 67441.98
73078.41 69027.54
75804.38 71795.69
76910.97 73017.51
78255.07 74362.20
78703.94 74822.20
80784.87 77004.02
81290.75 77637.14
83904.25 80166.56
85531.65 81548.31
Jan-96 87602.37 83410.88
86448.65 82249.80
86789.95 82451.97
87724.16 82970.09
88881.59 84197.55
89421.63 84824.49
87077.18 82660.79
87997.58 83446.06
91664.27 86817.95
94284.77 89018.61
99456.66 93675.53
97840.89 92179.91
101593.87 95325.83
102273.33 95774.24
98961.31 92478.26
103056.33 96656.43
107132.21 100629.01
110721.14 104114.80
118528.08 111540.27
113175.35 106512.03
117988.70 111224.12
116726.22 110481.15
120531.50 114133.65
122602.47 116049.04
Jan-98 124332.39 117785.14
129438.97 122533.29
133709.42 126472.98
134894.09 127320.35
134442.19 126856.91
138679.81 131073.63
137442.79 129920.18
127941.37 120882.93
134444.63 127241.38
Oct-98 139858.71 132516.80
</TABLE>

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

The graph depicts the actual performance of the MAR Fund/Pool Qualified
Universe, in combination with stocks and bonds. The graph was prepared by
Campbell & Company. The "Stocks" portion is represented by the S&P 500 Index and
the "Bonds" portion by the Lehman Brothers Government Bond Index. These are
passive indices of equity and debt securities which are generally purchased by
investors with an investment objective of capital preservation, growth or
income. The MAR Fund/Pool Qualified Universe Index is a dollar weighted index of
420 managed futures funds, including the performance of current as well as
retired funds, whose objective is speculative trading profits. The performance
for all indices was calculated using compounded monthly returns. A prospective
investor is advised that neither the above graph, nor the performance tables in
this Prospectus should be interpreted to mean that the Fund will obtain similar
results or generate any profits whatsoever in the future.

ADVANTAGES OF FUTURES FUND INVESTMENTS

Both the futures and forward markets and funds investing in those markets
offer many structural advantages that make managed futures an efficient way to
participate in global markets.

-12-
<PAGE> 22

PROFIT POTENTIAL

Futures, forwards and options contracts can easily be leveraged, which
magnifies the potential profit and loss.

100% INTEREST CREDIT

Unlike some "alternative investment" funds, the Fund does not borrow money
in order to obtain leverage, so the Fund does not incur any interest expense.
Rather, the Fund's margin deposits are maintained in cash equivalents, such as
U.S. Treasury bills, and interest is earned on 100% of the Fund's available
assets (which include unrealized profits credited to the Fund's accounts).

GLOBAL DIVERSIFICATION WITHIN A SINGLE INVESTMENT

Futures and related contracts can be traded in many countries, which makes
it possible to diversify risk around the globe. This diversification is
available both geographically and across market sectors. For example, an
investor can trade interest rates, stock indices, and currencies in several
countries around the world, as well as energy, metals, meats, grains and
tropical commodities. While the Fund itself trades across a diverse selection of
global markets, an investment in the Fund is not a substitute for overall
portfolio diversification.

ABILITY TO PROFIT (OR LOSE) IN A RISING
OR FALLING MARKET ENVIRONMENT

As mentioned above, the Fund can establish short positions and thereby
profit from declining markets as easily as it can establish long positions. This
potential to make money, whether markets are rising or falling, around the globe
makes managed futures particularly attractive to sophisticated investors. Of
course, if markets go higher while an investor has a short position, he will
lose money until the short position is exited.

PROFESSIONAL TRADING

Campbell & Company is one of the world's largest and most experienced
commodity trading advisors. Campbell & Company's approach includes the following
elements:

- Disciplined Money Management. Campbell & Company generally allocates
between 1% and 3% of portfolio equity to any single market position.
However, no guarantee is provided that losses will be limited to these
percentages.

- Balanced Risk. Campbell & Company allocates the Fund's capital among
more than 50 markets around the globe 24 hours a day. Among the factors
considered for determining the portfolio mix are: market volatility,
liquidity and trending characteristics.

- Capital Management. When proprietary risk/reward indicators reach
predetermined levels, Campbell & Company may increase or decrease
commitments in certain markets in an attempt to reduce performance
volatility.

- Multiple Systems. While Campbell & Company's approach is to find
emerging trends and follow them to conclusion, no one system is right all
of the time. Campbell & Company utilizes a multi-system strategy on
behalf of the Fund that divides capital among different trading systems
in an attempt to reduce performance volatility.

CONVENIENCE

Through the Fund, investors can participate in global markets and
opportunities without needing to master complex trading strategies and monitor
multiple international markets.

LIQUIDITY

In most cases the underlying markets have excellent liquidity. Some markets
trade 24 hours on business days. While there can be exceptional cases where
there may be no buyer or seller for a particular market, the Fund selects
markets for investment based upon, among other things, its perceived liquidity.
Exchanges impose limits on the amount that a futures price can move in one day.
Situations in which markets have moved the limit for several days in a row have
not been common.

Also, investors may redeem all or a portion of their units on a monthly
basis, subject to a declining redemption fee during the first year of ownership.
See "Distributions and Redemptions."

LIMITED LIABILITY

Investors' liability is limited to the amount of their investment in the
Fund. Limited partners will not be required to contribute additional capital to
the Fund.

-13-
<PAGE> 23

MANAGED FUTURES INDUSTRY VOLUME BY MARKET SECTOR

1980 FUTURES PIE CHART

<TABLE>
<S> <C>
AGRICULTURE 64.2
OTHER 1.1
METALS 16.3
ENERGY 0.3
INTEREST RATE 13.5
CURRENCIES 4.6
1980
</TABLE>

1997 FUTURES PIE CHART

<TABLE>
<S> <C>
INTEREST RATES 55.1
OTHER 0.3
ENERGY 11.9
CURRENCIES 6.0
AGRICULTURE 16.9
STOCK INDICES 5.8
METALS 4.0
1997
</TABLE>

The managed futures industry volume figures and market sector distributions
presented above include both speculative and hedging transactions, as well as
options on futures. The charts were prepared by Campbell & Company using data
obtained from the Futures Industry Association. A significant portion of
currency trading is done in the forward rather than in the futures markets, and,
accordingly, is not reflected in the foregoing chart.

Please note that the pie charts above and the bar chart below reflect the
trading volume for the managed futures industry as a whole, and are not
indicative of the Fund in particular.

GROWTH IN THE MANAGED FUTURES INDUSTRY
[GROWTH CHART]

<TABLE>
<S> <C>
1980 $ 0.30
1981 $ 0.30
1982 $ 0.50
1983 $ 0.50
1984 $ 0.70
1985 $ 1.00
1986 $ 1.40
1987 $ 2.60
1988 $ 4.30
1989 $ 5.20
1990 $ 8.50
1991 $ 11.40
1992 $ 19.00
1993 $ 22.60
1994 $ 19.10
1995 $ 22.80
1996 $ 28.80
1997 $ 35.00
$ BILLIONS
</TABLE>

The managed futures industry has grown substantially over the past two
decades. The chart was prepared by Campbell & Company using data obtained from
Managed Account Reports.

-14-
<PAGE> 24

SEC. 5. CAMPBELL & COMPANY, INC.

DESCRIPTION

Campbell & Company is the general partner and commodity trading advisor of
the Fund. It is a Maryland corporation organized in April 1978 as a successor to
a partnership originally organized in January 1974. Its offices are located at
210 West Pennsylvania Avenue, Baltimore, Maryland 21204, and its telephone
number is (410) 296-3301. Its sole business is the trading and management of
discretionary futures accounts, including commodity pools. As of October 31,
1998, Campbell & Company had approximately $1.3 billion under management in the
futures and forwards markets (including approximately $1.1 billion traded
pursuant to the same Financial, Metal & Energy Large Portfolio as primarily
traded by the Fund). Please refer to "Campbell & Company, Inc. -- Trading
Systems" for a discussion of all of the portfolios offered by Campbell &
Company, which includes the Financial, Metal & Energy Large Portfolio.

Campbell & Company is a member of the NFA and has been registered as a
commodity pool operator since September 10, 1982 and as a commodity trading
advisor since May 6, 1978. It was the sole pool operator and general partner of
The Capital Fund I, which ceased operations in 1989. Other pools currently
operated by Campbell & Company and Mr. D. Keith Campbell include: Campbell
Financial Futures Fund, L.P.; Campbell Fund Trust; Campbell Global Assets Fund
Limited; Campbell Global Investment Fund Limited; Institutional Futures Fund
Limited Partnership; The Advantage Futures Fund, A Limited Partnership; and the
Capital Fund II, A Limited Partnership. Campbell & Company's compensation is
discussed in "Charges to the Fund."

The principals of Campbell & Company have not purchased and do not intend
to purchase units.

Campbell & Company has agreed that its capital account as general partner
at all times will equal at least 1% of the net aggregate capital contributions
of all partners.

There has never been any material administrative, civil or criminal
proceedings brought against Campbell & Company or its principals, whether
pending, on appeal or concluded.

Additional past performance information for Campbell & Company begins on
page APPII-1.

Campbell & Company's principals are Richard M. Bell, D. Keith Campbell,
William C. Clarke III, Bruce L. Cleland, Xiaohua Hu, Philip Lindner, James M.
Little, Theresa D. Livesey, V. Todd Miller, Albert Nigrin, Markus Rutishauser,
David M. Salmon, and C. Douglas York. The majority voting stockholder of
Campbell & Company is D. Keith Campbell.

Richard M. Bell, age 46, serves as a Senior Vice President-Trading. Mr.
Bell began his employment with Campbell & Company in May, 1990. His duties
include managing daily trade execution of the assets under Campbell & Company's
management. From 1986 through 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 1975 through 1986, Mr. Bell was a stockholder and Executive
Vice President of Tague Securities, Inc., a registered broker-dealer. Mr. Bell
owns a seat on the PHLX and a Philadelphia Currency Participation, which are
leased out. Mr. Bell graduated from Lehigh University with a B.S. in Finance.

D. Keith Campbell, age 56, has served as Chairman of the Board of Directors
of Campbell & Company since it began operations, was President until January,
1994 and Chief Executive Officer until January 1998. From 1971 through June
1978, he was a registered representative of a futures commission merchant. He
has acted as a commodity trading advisor since January 1972 when, as general
partner of Campbell Fund, a limited partnership engaged in commodity futures
trading, he assumed sole responsibility for trading decisions made on behalf of
Campbell Fund. Since that time he has applied various technical trading systems
to numerous discretionary commodity trading accounts in which Campbell & Company
has had discretionary trading authority. Mr. Campbell is registered with the
CFTC and NFA as a commodity pool operator. He is an Associated Person of
Campbell & Company.

William C. Clarke III, age 47, joined Campbell & Company in June, 1977. He
is Executive Vice President-Research and a Director of Campbell & Company. Mr.
Clarke holds a B.S. in

-15-
<PAGE> 25

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, age 51, joined Campbell & Company in January, 1993. Mr.
Cleland serves as President, Chief Executive Officer and as a Director. Prior to
January, 1994, he was Executive Vice President. From May 1996 through December
1992, Mr. Cleland served in the following principal roles with the following
firms: President, F&G Management, Inc., a commodity trading advisor; President,
Institutional Brokerage Corp., a floor broker; Principal, Institutional Advisory
Corp., a commodity trading advisor and commodity pool operator; Principal,
Hewlett Trading Corporation, a commodity pool operator; Principal of
Institutional Energy Corporation, an introducing broker. Prior to this Mr.
Cleland was employed by Rudolf Wolff Futures, Inc., a futures clearing merchant,
where he served as President until 1986. Mr. Cleland graduated in 1969 from
Victoria University in Wellington, New Zealand where he received a Bachelor of
Commerce and Administration degree. Mr. Cleland is an Associated Person of
Campbell & Company.

Xiaohua Hu, 35, serves as a Vice President-Research. He has been employed
by Campbell & Company since 1994 in the Research Department, where he has a
major role in the ongoing research and development of Campbell & Company's
trading systems. From 1992 to 1994 he was employed in Japan by Line System as a
software engineer, where he participated in the research and development of
computer software, including programs for production systems control and
software development. Mr. Hu received his B.A. in Manufacturing Engineering from
Changsha University of Technology in China in 1982. He went on to receive an
M.A. and Ph.D. in Systems and Information Engineering from the Toyohashi
University of Technology, in Japan, in 1987 and 1992 respectively. During his
studies at Toyohashi, Mr. Hu was also a Visiting Researcher in Computer Science
and Operations Research and published several research papers.

Philip Lindner, 44, serves as Vice President-Information Technology. He has
been employed by Campbell & Company since October 1994, became the IT Director
in March 1996, and Vice President in January 1998. He oversees Campbell &
Company's computer and telecommunications systems, including a staff of
programmers that program proprietary applications for Campbell & Company's
Trading, Fund Administration, and Accounting functions, and provide complete
computer systems support to all Campbell & Company employees. Prior to joining
Campbell & Company, Mr. Lindner worked as a programmer and manager for Amtote, a
provider of race-track computer systems.

James M. Little, age 52, joined Campbell & Company in April 1990 and serves
as Executive Vice President-Marketing and as a Director of Campbell & Company.
Immediately prior to that, Mr. Little was a registered representative of A.G.
Edwards & Sons, Inc. For the three years prior to that he was the Chief
Executive Officer of James Little & Associates, Inc., a registered commodity
pool operator and registered broker-dealer. Mr. Little holds a B.S. in Economics
and Psychology from Purdue University. Mr. Little has extensive experience in
the futures industry having worked in the areas of hedging, floor trading and
managed futures. He is the co-author of The Handbook of Financial Futures, and
is a frequent contributor to investment publications. Mr. Little is an
Associated Person of Campbell & Company.

Theresa D. Livesey, age 35, serves as the Chief Financial Officer,
Treasurer, Secretary and a Director of Campbell & Company. Ms. Livesey joined
Campbell & Company in June 1991. In addition to her role as CFO, Ms. Livesey
also oversees administration and compliance at Campbell & Company. From December
1987 to June 1991 she was employed by Bank Maryland Corp, a publicly-held
company. When she left she was Vice President and Chief Financial Officer. Prior
to that time, she worked with Ernst & Young. Ms. Livesey is a C.P.A. and has a
B.S. in Accounting from the University of Delaware.

V. Todd Miller, 37, serves as a Vice President-Research. He has been
employed by Campbell & Company since 1994 in the Research Department, where he
has a major role in the ongoing research and development of Campbell & Company's
trading systems. From 1993 to 1994, Mr. Miller was an assistant professor in the
department of Computer Information Science at the University of Florida, where
he taught classes

-16-
<PAGE> 26

in object oriented programming, numerical analysis, and programming in C, C++
and LISP. Mr. Miller holds a variety of degrees from the University of Florida,
beginning with an Associates degree in architecture. He followed that in 1986
with a B.A. in Business with a concentration in computer science. In 1988 he
received his M.A. in Engineering with a concentration in artificial
intelligence. He completed his education in 1993 with a Ph.D. in Engineering
with a concentration in computer simulation.

Albert Nigrin, 37, serves as a Vice President-Research. He has been
employed by Campbell & Company since 1995 in the Research Department, where he
has a major role in the ongoing research and development of Campbell & Company's
trading systems. From 1991 to 1995 Mr. Nigrin was an assistant professor in the
department of Computer Science and Information Systems at American University in
Washington, D.C., where he taught classes in artificial intelligence, computer
programming and algorithms to both graduate and undergraduate students. While
teaching, he also wrote and published a book with MIT Press, Neural Networks for
Pattern Recognition. Mr. Nigrin received a B.A. in Electrical Engineering in
1984 from Drexel University. He then proceeded directly to a Ph.D. program and
received his degree in Computer Science in 1990 from Duke University, where his
doctoral studies concentrated in the areas of artificial intelligence and neural
networks.

Markus Rutishauser, 37, serves as Vice President-Trading, and has been
employed by Campbell & Company since October 1993, with responsibility for
day-to-day foreign exchange trading. Prior to joining Campbell & Company, Mr.
Rutishauser worked two years at Maryland National Bank in Baltimore as an
Assistant Vice President in Foreign Exchange trading. Prior to that, he was
employed by Union Bank of Switzerland, spending four years in their Zurich
office and another four years in their New York office, in the Foreign Exchange
Department. Mr. Rutishauser graduated from the University of Fairfield with a
degree in Finance. He subsequently completed his MBA at the University of
Baltimore in January 1996.

David M. Salmon, age 57, is a Director of Campbell & Company. Since January
1976 Mr. Salmon has participated actively as a consultant in the development and
implementation of research and trading software at Campbell & Company. During
this time, Mr. Salmon has not been an employee of Campbell & Company, but has
worked under a consulting contract with his own computer consulting firm, David
Salmon, Inc. Prior to his work with Campbell & Company, Mr. Salmon worked in the
field of systems development and optimization with Systems Control, Inc. and
Stanford Research Institute. Mr. Salmon holds a B.S.E.E. from the University of
Auckland, New Zealand, M.S.E.E. from Northeastern University and Ph.D. in
Electrical Engineering from the University of Illinois, Urbana.

C. Douglas York, 40, has been employed by Campbell & Company since
November, 1992. He is a Senior Vice President-Trading for Campbell & Company.
His duties include managing daily trade execution for foreign exchange markets
and forward contracts on precious metals and energy markets. From January 1991
to November 1992, Mr. York worked for Black & Decker as Global Foreign Exchange
Manager. He holds a B.A. in Government from Franklin and Marshall College. Mr.
York is an Associated Person of Campbell & Company.

[REMAINDER OF THIS PAGE LEFT BLANK INTENTIONALLY.]

-17-
<PAGE> 27

CAMPBELL & COMPANY, INC. --
STAFF AS OF DECEMBER 1, 1998

<TABLE>
<CAPTION>
EXECUTIVE COMMITTEE

DICK BELL - TRADING JIM LITTLE - MARKETING
KEITH CAMPBELL - CHAIRMAN TERRI LIVESEY - ACCOUNTING
BILL CLARKE - RESEARCH DAVID SALMON - RESEARCH
BRUCE CLELAND - PRESIDENT & CEO DOUG YORK - TRADING

<S> <C> <C> <C> <C>
ADMIN(13) EXECUTIVE(3) MARKETING(11) RESEARCH/IT(16) TRADING(15)

ACCOUNTING Keith Campbell Jim Little RESEARCH Dick Bell
- ---------- Bruce Cleland Chris Garey -------- Doug York
Terri Livesey Sherene Biden Cynthia Knight Bill Clarke Jeff Becks
Monica Benjamin Jeff Reckseit Dave Salmon (PhD) Tom Brennan
Anthony Demichele Greg Simonian Will Andrews Arturo Hidalgo
Peyton Emerson Arden Travers Scott Gribben John Hoffman
Michael Eye Xiaohua Hu (PhD) Mark Jablonski
Stephanie Parry INTERNATIONAL Todd Miller (PhD) David Lewis
Jim Uhles ------------- Albert Nigrin (PhD) Steve List
David Moore Andrew Orzechowski J. Daniel Mannion
COMPLIANCE Charina Price
- ---------- WHOLESALERS INFORMATION Lee Russell
Kathy Ford ----------- ----------- Markus Rutishauser
Lauren Masters Ed Holliday TECHNOLOGY Kara Tedder
Wayne Hollingsworth ---------- Stacy Watkins
FUND ADMIN. Joe McGinnis Barry Burns
- ----------- Chris Wanek Anthony Crunk
Jackie Bonjean Doug Graham
Amber Brant Doug Keller
Charlene Heaberlin Phil Lindner
Jay Pickett
OFFICE ADMIN. Alek Ryzhenkov
- ------------- Bill Skelley
Jennifer Crouse
</TABLE>

THE ADVISORY AGREEMENT

Campbell & Company has the sole authority and responsibility for directing
the investment and reinvestment of the Fund's assets. The Fund's advisory
agreement with Campbell & Company is valid for successive periods of one year
subject to each party's right to terminate on 60 days prior written notice. It
is unlikely that the Advisory Agreement would be terminated other than as a
direct result of the dissolution of the Fund.

The advisory agreement does not alter any fiduciary duties that may
otherwise be imposed by state law on Campbell & Company.

TRADING SYSTEMS

Campbell & Company will make the Fund's trading decisions using proprietary
computerized trading models which analyze market price changes. There can be no
assurance that the trading models will produce results similar to those produced
in the past.

Campbell & Company offers seven trading portfolios:

1) The Financial, Metal & Energy Large Portfolio,

2) The Financial, Metal & Energy Small Portfolio,

3) The Foreign Exchange Portfolio,

4) The Global Diversified Large Portfolio,

5) The Global Diversified Small Portfolio,

6) The Interest Rates, Stock Indices and Commodities Portfolio, and

7) The Ark Portfolio.

Approximately 75% of the Fund's assets are currently allocated to the
Financial, Metal & Energy Large Portfolio which trades forward and futures
contracts on precious metals, energy products, stock market indices, interest
rate instruments and foreign currencies. The remaining 25% is currently
allocated to the Global Diversified Large Portfolio, which trades in the same
forward and futures markets as FME Large, as well as

-18-
<PAGE> 28

agricultural markets including coffee, rubber, orange juice, grains, fibers,
meat and livestock.

Campbell & Company currently allocates the Fund's assets as follows: 82% to
financial markets, 5% to metals, 11% to energy products, and 2% to agricultural
markets. These percentages will fluctuate as market conditions change. See the
following pie chart for a current listing of contracts which make up the
separate market categories.

PORTFOLIO COMPOSITION OF THE FUND AS OF NOVEMBER 1, 1998

<TABLE>
<S> <C> <C> <C> <C>
LONG-TERM SHORT-TERM STOCK INDICES - 17% METALS - 5% ENERGY - 11%
INTEREST RATES - 18% INTEREST RATES - 4% Australian SPI Aluminum Brent Crude Oil
Australian 3-Yr. Bond Australian 90-Day Bill German Stock Index Copper NY Crude Oil
Australian 10-Yr. Bond Canadian 90-Day Bill Hang Seng Nickel Gas Oil
British Bond Eurodollar London FT-SE Gold Natural Gas
French Bond Euromark Nikkei
German Bobl Euroyen OMLX Index
German Bund Short Sterling Taiwan Index
Italian Bond S&P 500
Japanese Bond Spanish Stock Index
Spanish Bond
U.S. 30-Yr. Treasury Bond
U.S. 5-Yr. Treasury Note
U.S. 10-Yr. Treasury Note
</TABLE>

<TABLE>
<S> <C> <C>
AGRICULTURAL - 2% CURRENCIES - 23% CROSS RATES - 20%
Coffee Australian Dollar AD/JY
Corn British Pound BP/JY
Cotton Hong Kong Dollar CD/JY
Orange Juice Japanese Yen SF/JY
Pork Bellies Mexican Peso BP/SF
Soybeans New Zealand Dollar
Soybean Oil Norwegian Krone
Wheat Singapore Dollar
South African Rand
Swiss Franc
</TABLE>

Portfolio composition, including contracts traded and percentage
allocations to each market may change at any time if Campbell & Company
determines such change to be in the best interests of the Fund. There are no
limits on the portion of assets that can be allocated to any single market.

Campbell & Company's trading models are designed to detect and exploit
medium-term to long-term price trends, and also to apply proven risk management
and portfolio management principles. Campbell & Company structures its
portfolios against which the models are run by analyzing each market's price
volatility, historical profitability and trading volume. No one market exceeds
10% of a total portfolio allocation. The concepts on which the trading models
are based were originally developed in 1976 and 1980, but since that time they
have continued to evolve as a result of Campbell & Company's continuing
commitment to creative research.

Campbell & Company believes that utilizing multiple trading models for the
same client account provides diversification, and is most beneficial when
numerous contracts of each commodity are traded. Five trend-following trading
models and a sixth model that sometimes trades with the trend and sometimes
trades against the trend are presently used. More or fewer trading models may be
used in the future. Every trading model does not trade every market. The trading
models are primarily different in their sensitivity to price action. One model,
for example, may establish a position relatively quickly and risk a
comparatively small amount of capital, while another model may establish a
position less quickly and risk more

-19-
<PAGE> 29

capital. The models may also vary as to the time or price at which the
transactions determined by them are signaled. For example, one model may
establish a position at any time during the day after a price level has been
reached, while another may establish a position only at the opening or closing
of the market on the same day. It is possible that one model may establish a
long position while another model establishes a short position in the same
market. Since it is unlikely that both positions would prove profitable, in
retrospect one or both trades will appear to have been unnecessary. It is
Campbell & Company's policy to follow trades signaled by each model independent
of what the other models may be recommending.

Over the course of a long-term trend, there are times when the risk of the
market does not appear to be justified by the potential reward. In such
circumstances some of Campbell & Company's trading models may exit the position
prior to the end of the trend. While there is some risk to this method (for
example, being out of the market during a significant portion of a trend),
Campbell & Company's research indicates that this is well compensated for by
decreased volatility of performance.

Campbell & Company expects to develop additional trading models and to
modify models currently in use and to employ such models for the Fund. The
models currently in use by Campbell & Company may be eliminated from use if
Campbell & Company ever believes such action is warranted.

While Campbell & Company normally follows a disciplined systematic approach
to trading through its consistent use of its trading models, on occasion it may
override the signals generated by the models. The decision to override the
signals may be as the result of Campbell & Company's determination that the
potential profit to be gained by acting on the signal may not justify the risk
involved. Such modifications may not necessarily enhance the results achieved.

Campbell & Company applies a portfolio management strategy to measure and
manage overall portfolio risk. This strategy includes portfolio structure,
balance, capital allocation, and risk limitation. One objective of portfolio
management is to determine periods of relatively high and low portfolio risk,
and when such points are reached, the firm may reduce or increase position size
accordingly. It is possible, however, that during periods of reduction in
position size the return that would have been realized had the account been
fully invested would be reduced.

Campbell & Company may, from time to time, increase or decrease the total
number of contracts held based on increases or decreases in the Fund's assets,
changes in market conditions, perceived changes in portfolio-wide risk factors,
or other factors which Campbell & Company deems relevant.

Campbell & Company estimates that based on the margin required to maintain
a position, normal commitments to each position range between 1% and 3% of the
Fund's Net Assets. On an overall basis, aggregate margin for all positions
ranges between 20% and 40% of the Fund's Net Assets. From time to time, margin
commitments may be above or below these ranges.

In some instances, due to the lack of volume in a particular market, the
Fund's position will be limited to the number of contracts that Campbell &
Company believes can be bought or sold without undue adverse price movement at
the time of execution. In such cases the Fund's portfolio would be influenced by
liquidity factors to the extent that its positions in such markets might be
substantially smaller than its positions in other markets which appear to offer
greater liquidity.

-20-
<PAGE> 30

SEC. 6. MANAGEMENT'S ANALYSIS OF OPERATIONS

INTRODUCTION

The offering of the Fund's Units of Limited Partnership Interest 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 $282,799,272 have been accepted during the continuing offering period
as of November 1, 1998. Redemptions over the same time period totaled
$50,241,960. 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 contract 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 do not move to 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 returns for the nine months ending September 30, 1998 and for the years
ended December 31, 1997 and 1996 were 10.72%, 14.31% and 30.46%, respectively.

1998 (9 MONTHS ENDING SEPTEMBER 30)

The return for the nine months ending September 30, 1998 and 1997 was
10.72% and 7.28%, respectively. The 10.72% increase was the result of an
approximate 15.39% increase due to trading gains (before commissions) and an
approximate 3.47% increase due to interest income, offset by an approximate
8.14% decrease as the result of brokerage fees, performance fees and operating
costs borne by the Fund. An analysis of the components of the 15.39% trading
gains by sector is as follows:

<TABLE>
<CAPTION>
SECTOR % GAIN (LOSS)
------ -------------
<S> <C>
Interest Rates................. 19.36%
Stock Indices.................. 3.05
Currencies..................... (4.10)
Metals......................... (1.87)
Agriculturals.................. (0.66)
Energy......................... (0.39)
-----
15.39%
=====
</TABLE>

1998 began with positive performance being achieved in the interest rates,
stock indices and energy sectors. In January the interest rates were the most
profitable sector, with the deflationary implications of the Asian financial
crisis continuing to push U.S. and European yields lower. February was a month
of major trend transition. The significant losses in the currencies and cross
rates pulled returns down, most of which was attributable to the positions held
outright in Japanese Yen and Yen cross positions held against the other major
currencies. Currencies bounced back in March and stock indices were also
positive in March, as world equity markets continued their seemingly endless
ascent.

April was a month in which most market sectors performed poorly. The only
sector to finish on a positive note was the stock indices sector, where
continued strong economic growth and the perception of low or non-existent
inflation pushed U.S. and European stock indices to new highs. May resulted in a
continuing decline in yen against the U.S. and European currencies. Long

-21-
<PAGE> 31

term interest rate instruments moved higher, as Japan tried to re-float its
economy by lowering interest rates even further. The winning sector for the
month of June was foreign exchange, with profits being realized in Japanese yen,
Malaysian ringgitt, and South African rand. A combination of excess production,
and declining Asian demand for crude oil pushed crude prices lower during the
first half of June, but the announcement of further cuts by OPEC producers
caused a sharp short covering rally in the middle of the month. The Fund was
modestly short the energy sector during June, and realized small gains overall.

July was an unusual month in that the moderate negative result was broadly
dispersed over almost every market sector. Stock Indices such as the S&P and
Nikkei had substantial negative results in July. With the situations in Asia and
Russia worsening, many global capital markets experienced a "flight to safety"
during August, as investors sold equities and bought government bonds. In August
virtually all of our returns for the month came from the global interest rates
sector. All other sectors showed small gains and losses, which were largely
offsetting. In September the interest rates sector returns dominated again. The
Fund's global bond positions did very well, and shorter-term interest rate
positions also contributed.

1997

For 1997, the majority of the 14.31% increase occurred in the second half
of the year, when approximately 90% of the total trading gains for the year were
posted. Unprecedented volatility in global equity markets provided good trading
opportunities, particularly in the stock indices and interest rates futures. The
long positions maintained in the S&P 500 Index and natural gas futures contracts
proved to be the best performing markets for the year. Trading in the currencies
sector also provided significant contributions to the positive performance. The
Fund continues to benefit from new capital management strategies and more
diverse portfolios. The 14.31% increase was the result of an approximate 19.22%
increase due to trading gains (before commissions) and an approximate 4.76%
increase due to interest income, offset by an approximate 9.67% decrease as a
result of brokerage fees, performance fees, and operating costs borne by the
Fund. An analysis of the 19.22% trading gains by sector is as follows:

<TABLE>
<CAPTION>
SECTOR % GAIN (LOSS)
------ -------------
<S> <C>
Stock Indices.................. 6.98%
Interest Rates................. 6.58
Currencies..................... 5.64
Energy......................... 2.71
Metals......................... (2.05)
Agriculturals.................. (0.64)
-----
19.22%
=====
</TABLE>

1996

For 1996, the majority of the increase occurred in the last quarter of the
year, when approximately 70% of the total trading gains for the year were
posted. Upward trends in foreign and domestic bonds, coupled with a strong U.S.
dollar and British pound were the best performers during this quarter, with
bullish trends in natural gas and copper also providing profits on the Fund's
long positions. The long position maintained in the S&P 500 also proved
profitable in this quarter, although performance in this market was flat for the
Fund for the year. Downside volatility was well contained, and the largest draw-
down for the year of 5.97% occurred in February 1996, when long U.S. and
Australian bond positions were covered and reversed in sharply falling markets.
The 30.46% increase was the result of an approximate 37.38% increase in Net
Asset Value due to trading gains (before commissions) and an approximate 5.18%
increase in Net Asset Value due to interest income, offset by an approximate
12.10% decrease in Net Asset Value as the result of brokerage fees, performance
fees and operating costs borne by the Fund. An analysis of the 37.38% trading
gains by sector is as follows:

<TABLE>
<CAPTION>
SECTOR % GAIN (LOSS)
------ -------------
<S> <C>
Currencies..................... 14.46%
Energy......................... 13.95
Interest Rates................. 11.17
Stock Indices.................. (1.58)
Agriculturals.................. (0.56)
Metals......................... (0.06)
-----
37.38%
=====
</TABLE>

The Fund is unaware of any (i) anticipated known demands, commitments or
capital expendi-

-22-
<PAGE> 32

tures; (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 as 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 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 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 interest positions of the Fund at the same time, and if Campbell &
Company were unable to offset positions, the Fund could lose all of its assets
and the limited partners would realize a 100% loss. Campbell & Company 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 and forward contracts
there is a credit risk that a counterparty will not be able to meet its
obligations to the Fund. The counterparty for futures contracts traded in the
United States and on most foreign futures exchanges is the clearinghouse
associated with such exchange. In general, clearinghouses are backed by the
corporate members of the clearinghouse who are required to share any financial
burden resulting from the non-performance by one of their members and as such,
should significantly reduce this credit risk. In cases where the clearinghouse
is not backed by the clearing members, like some foreign exchanges, it is
normally backed by a consortium of banks or other financial institutions.

In the case of forward contracts, which are traded on the interbank market
rather than on exchanges, the counterparty is generally a single bank or other
financial institution, rather than a group of financial institutions, thus there
may be 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.

-23-
<PAGE> 33

SEC. 7. PAST PERFORMANCE OF THE CAMPBELL STRATEGIC ALLOCATION FUND, L.P.

[APRIL, 1994 (INCEPTION) -- OCTOBER, 1998]

TYPE OF POOL: Publicly offered
INCEPTION OF TRADING: April 18, 1994
AGGREGATE GROSS CAPITAL SUBSCRIPTIONS TO THE FUND: $292,491,711
CURRENT NET ASSET VALUE OF THE FUND: $324,543,059
WORST MONTHLY PERCENTAGE DRAW-DOWN(1): April, 1998/6.69%
WORST PEAK-TO-VALLEY DRAW-DOWN(1): June, 1994 -- January, 1995/17.99%

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

<TABLE>
<CAPTION>
RATE OF RETURN (2)
(COMPUTED ON A COMPOUNDED MONTHLY BASIS)
<S> <C> <C> <C> <C> <C>
Month................................. 1998 YTD 1997 1996 1995 1994
January............................... 2.74% 4.52% 5.79% -4.67%
February.............................. -2.81% 2.03% -5.97% 4.21%
March................................. 4.68% -2.47% 4.72% 8.77%
April................................. -6.69% -3.60% 3.59% 1.13% 0.16%
May................................... 4.07% -2.92% -2.18% -0.84% -2.42%
June.................................. 1.29% 2.48% 0.75% -1.77% 5.15%
July.................................. -4.00% 9.12% -0.78% -3.82% -3.94%
August................................ 9.48% -5.69% 1.84% 5.47% -3.89%
September............................. 2.47% 4.51% 1.77% -3.93% 5.20%
October............................... 3.97% 1.83% 12.44% 0.79% -0.14%
November.............................. 0.17% 11.00% -0.15% -6.67%
December.............................. 4.46% -4.41% 5.35% -4.98%
Total....................... 15.12% 14.31% 30.46% 9.99% -11.62%
</TABLE>

(1) "Draw-down" means losses experienced by the Fund over a specified
period.

(2) The "Rate of Return" for a period is calculated by dividing the net
profit or loss by the assets at the beginning of such period. Additions
and withdrawals occurring during the period are included as an addition
to or deduction from beginning net assets in the calculations of "Rates
of Return."

The Campbell Strategic Allocation Fund is currently one of approximately 70
accounts managed by Campbell & Company, with total assets as of October 31, 1998
of $1.3 billion. Approximately $1.1 billion of this total is traded pursuant to
Campbell's FME Large Portfolio, the portfolio primarily utilized to trade the
Fund's assets.

Please refer to Appendix II for a graphic presentation of the performance
of the Fund and the historical performance data for the FME Large Portfolio and
Global Diversified Large Portfolio, the two portfolios in which the fund trades.

-24-
<PAGE> 34

SEC. 8. CONFLICTS OF INTEREST

CAMPBELL & COMPANY, INC.

A conflict exists between Campbell & Company's interests in and its
responsibilities to the Fund. The conflicts are inherent in Campbell & Company
acting as general partner and as trading advisor to the Fund. The conflicts and
the potential detriments to the limited partners are described below.

Campbell & Company's selection of itself as trading advisor was not
objective, since it is also the general partner of the Fund. In addition, it has
a disincentive to replace itself as the advisor. The Advisory Agreement between
the Fund and Campbell & Company, including the fee arrangement, was not
negotiated at arm's length. Investors should note, however, that Campbell &
Company believes that the fee arrangements are fair to the Fund and competitive
with compensation arrangements in pools involving independent general partners
and advisors. Campbell & Company will review its compensation terms annually to
determine whether such terms continue to be competitive with other pools for
similar services and will lower such fees if it concludes, in good faith, that
its fees are no longer competitive. Neither Campbell & Company nor any advisor
may receive per-trade compensation directly or indirectly from the Fund.

Campbell & Company (or its principals) acts as general partner to other
commodity pools and trading advisor to other accounts, which may compete with
the Fund for Campbell & Company's services. Thus, Campbell & Company could have
a conflict between its responsibilities to the Fund and to those other pools and
accounts. Campbell & Company believes that it has sufficient resources to
discharge its responsibilities in this regard in a fair manner.

Campbell & Company may receive higher advisory fees from some of those
other accounts than it receives from the Fund. Campbell & Company, however,
trades all accounts of the Financial, Metals & Energy Large Portfolio (including
the Fund's) in a substantially similar manner, given the differences in size and
timing of the capital additions and withdrawals. In addition, Campbell & Company
may find that futures positions established for the benefit of the Fund, when
aggregated with positions in other accounts of Campbell & Company, approach the
speculative position limits in a particular commodity. Campbell & Company may
decide to address this situation either by liquidating the Fund's positions in
that futures contract and reapportioning the portfolio in other contracts or by
trading contracts in other markets which do not have restrictive limits.

Any principal of Campbell & Company may trade futures and related contracts
for its own accounts. In addition, Campbell & Company manages proprietary
accounts for its deferred compensation plan and a principal. There are written
procedures that govern proprietary trading by principals. Trading records for
all proprietary trading are available for review by clients and investors upon
reasonable notice. A conflict of interest exists if proprietary trades are in
the same markets and at the same time, using the commodity broker to be used by
the Fund.

When Campbell & Company executes an order in the market, the order is
typically placed on an aggregate basis for all accounts for which Campbell &
Company trades, and then is subsequently broken up and allocated among the
various accounts. To the extent executions are grouped together and then
allocated among accounts held at the commodity broker, the Fund may receive less
favorable executions than such other accounts. It is Campbell & Company's policy
to objectively allocate trade executions that afford each account the same
likelihood of receiving favorable or unfavorable executions over time. A
potential conflict also may occur when Campbell & Company or its principals
trade their proprietary accounts more aggressively, take positions in
proprietary accounts which are opposite, or ahead of, the positions taken by the
Fund.

THE COMMODITY BROKER AND THE FOREIGN EXCHANGE DEALER

The commodity broker, currently PaineWebber Incorporated, and the foreign
exchange dealer, currently ABN AMRO Bank N.V., Chicago Branch, and the
affiliates and personnel of such entities, may trade futures and forward
contracts for their own accounts. This trading could give rise to conflicts of
interest with the Fund. The commodity broker also may serve as a broker for
other commodity pools and the foreign exchange dealers act as dealers for other
clients, which

-25-
<PAGE> 35

could give rise to conflicts of interest between their responsibility to the
Fund and to those pools and clients.

THE SELLING AGENTS

A current list of the selling agents for the Fund includes, but is not
limited to: A.G. Edwards & Sons, Incorporated; Ferris, Baker, Watts
Incorporated; H. Beck, Incorporated; Interstate/Johnson Lane, Incorporated; J.C.
Bradford & Company; Linsco/Private Ledger Corporation; PaineWebber,
Incorporated; and Wheat First Union. The selling agents (or their assignees)
which are registered futures commission merchants or introducing brokers will
receive, beginning in the thirteenth month after the sale of the units, ongoing
compensation based on the net asset value of the Units which remain outstanding.
Consequently, in advising clients whether they should redeem their units or
purchase additional units, such selling agents will have a conflict of interest
between the Selling Agent's interest in maximizing the ongoing compensation
which they will receive and their interest in giving their client the financial
advice which is in such clients' best interests.

FIDUCIARY DUTY AND REMEDIES

In evaluating the foregoing conflicts of interest, a prospective investor
should be aware that Campbell & Company, as general partner, has a
responsibility to limited partners to exercise good faith and fairness in all
dealings affecting the Fund. The fiduciary responsibility of a general partner
to the limited partners is a rapidly developing and changing area of the law and
limited partners who have questions concerning the duties of Campbell & Company
as general partner should consult with their counsel. In the event that a
limited partner believes that Campbell & Company has violated its fiduciary duty
to the limited partners, he may seek legal relief individually or on behalf of
the Fund under applicable laws, including partnership and commodities laws, to
recover damages from or require an accounting by Campbell & Company. The Limited
Partnership Agreement is governed by Delaware law and any breach of Campbell &
Company's fiduciary duty under the Limited Partnership Agreement will generally
be governed by Delaware law. The Limited Partnership Agreement does not limit
Campbell & Company's fiduciary obligations under Delaware or common law;
however, Campbell & Company may assert as a defense to claims of breach of
fiduciary duty that the conflicts of interest and fees payable to Campbell &
Company have been disclosed in the prospectus. Limited partners may also have
the right, subject to applicable procedural and jurisdictional requirements, to
bring partnership class actions in federal court to enforce their rights under
the federal securities laws and the rules and regulations promulgated thereunder
by the SEC. Limited partners who have suffered losses in connection with the
purchase or sale of the units may be able to recover such losses from Campbell &
Company where the losses result from a violation by Campbell & Company of the
federal securities laws. State securities laws may also provide certain remedies
to limited partners. Limited partners should be aware that performance by
Campbell & Company of its fiduciary duty to the Partnership is measured by the
terms of the Limited Partnership Agreement as well as applicable law.

Limited partners are afforded certain rights to institute reparations
proceedings under the Commodity Exchange Act for violations of the Commodity
Exchange Act or of any rule, regulation or order of the CFTC by Campbell &
Company.

INDEMNIFICATION AND STANDARD OF LIABILITY

Campbell & Company and its controlling persons may not be liable to the
Fund or any limited partner for errors in judgment or other acts or omissions
not amounting to misconduct or negligence, as a consequence of the
indemnification and exculpatory provisions described in the following paragraph.
Purchasers of units may have more limited rights of action than they would
absent such provisions.

Campbell & Company and its controlling persons shall not have any liability
to the Fund or to any limited partner for any loss suffered by the Fund which
arises out of any action or inaction if Campbell & Company, in good faith,
determined that such course of conduct was in the best interests of the Fund and
such course of conduct did not constitute negligence or misconduct of Campbell &
Company. The Fund has agreed to indemnify Campbell & Company and its controlling
persons against claims, losses or liabilities based on their conduct relating to
the Fund,
-26-
<PAGE> 36

provided that the conduct resulting in the claims, losses or liabilities for
which indemnity is sought did not constitute negligence or misconduct or breach
of any fiduciary obligation to the Fund and was done in good faith and in a
manner which Campbell & Company, in good faith, determined to be in the best
interests of the Fund. Controlling persons of Campbell & Company are entitled to
indemnity only for losses resulting from claims against such controlling persons
due solely to their relationship with Campbell & Company or for losses incurred
in performing the duties of Campbell & Company. See Article 15 of the Limited
Partnership Agreement, included as Exhibit A to the prospectus.

The Fund will not indemnify Campbell & Company or its controlling persons
for any liability arising from securities law violations in connection with the
offering of the units unless Campbell & Company or its controlling persons
prevails on the merits or obtains a court approved settlement (in accordance
with Section 15.2 of the Limited Partnership Agreement). The position of the SEC
is that any such indemnification is contrary to the federal securities laws and
therefore unenforceable.

SEC. 9. CHARGES TO THE FUND
The following list of expenses includes all compensation, fees, profits and
other benefits (including reimbursement of out-of-pocket expenses) which
Campbell & Company, the selling agents, commodity broker and the affiliates of
those parties may earn or receive in connection with the offering and operation
of the Fund. Prospective investors should refer to the Summary for an estimate
of the break-even amount that is required for an investor to break even in the
first year of trading.

BROKERAGE FEE

The Fund pays a single asset-based fee for all brokerage and management
services. The fee is equal to up to 8% per annum of month-end net assets of the
Fund, prior to accruals for such brokerage fee or performance fees. This fee is
paid to Campbell & Company who, in turn, remits a portion of such brokerage fee
to third parties as set forth below.

From such 8% brokerage fee, Campbell & Company remits up to 1% to the
commodity broker for execution and clearing costs and 4% to the selling agents
for ongoing services to the limited partners. Campbell & Company will retain the
remaining 3% as management fees (2% for providing advisory services and 1% for
acting as general partner). The amount of the fee to be paid to the commodity
broker is evaluated from time to time based on the amount of trading for the
Fund that the broker is required to clear, but at no time will the amount exceed
the 1%.

(right arrow) up to 1% to
Commodity Broker

Campbell (right arrow) 4% to Selling
Fund (right arrow) Up to 8% (right arrow) & Agents
Brokerage Fee Company
(right arrow) 2% to Campbell & Company
(as trading advisor)

(right arrow) 1% to Campbell & Company
(as general partner)
</TABLE>

OTHER FUND EXPENSES

The Fund also will be subject to the following fees and expenses.

RECIPIENT NATURE OF PAYMENT AMOUNT OF PAYMENT
-------- -------------------- --------------------
<C> <S> <C>
Campbell Quarterly 20% of cumulative
& Performance Fee. appreciation in net
Company asset value per
unit, excluding
interest income,
after deduction for
brokerage fees.
Reimbursement of As incurred; to be
Offering expenses. reimbursed, up to
2.5% of aggregate
subscriptions, in
30-month payment
periods.
Dealers "Bid-ask" spreads. Indeterminable
because imbedded in
price of forward
contract.
Others Legal, accounting, As incurred, up to a
printing, postage maximum of 0.5% of
and administrative average month-end
costs. net assets per
annum.
</TABLE>

The above fee, together with the brokerage fee explained above, is the
complete compensation that will be received by Campbell & Company or
-27-
<PAGE> 37

its affiliates from the Fund. This excludes redemption fees which will be
charged to some limited partners, if they redeem prior to one year of ownership.

CAMPBELL & COMPANY, INC.

BROKERAGE FEE

Campbell & Company receives a brokerage fee of up to 8% per annum as
described earlier.

Currently, due to a change in the average trading velocity (the number of
trades executed within a given period) for the Fund, as well as additional
allocations to forward contracts which trade on the inter-bank market, the
commodity broker has agreed to lower its fee from 1% to 0.7% annually, which
lowers the Fund's total brokerage fee to 7.7%. If trading velocity and/or
portfolio allocation change again in the future, the fee may be further reduced,
or it may be raised. The Fund's brokerage and commodity broker fees will not
exceed 8% and 1%, respectively.

REDEMPTION FEE

Redemption fees apply through the first twelve month-ends following
purchase (the month-end as of which the unit is purchased is counted as the
first month-end) 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.
Because the purchase date counts as of the first month-end in determining
whether a redemption fee applies, no redemption fee would be due in respect of a
unit redeemed on the first anniversary of the purchase.

PERFORMANCE FEE

The performance fee equals 20% of the aggregate cumulative appreciation (if
any) in the net asset value of the units calculated pursuant to the terms of the
advisory agreement between the Fund and Campbell & Company and paid quarterly.
"Aggregate cumulative appreciation" means the total increase in unit value from
the commencement of trading, minus the total increase in unit value for all
prior quarters, multiplied by the number of units outstanding. The performance
fee is paid only on profits attributable to units outstanding, and no fee is
paid with respect to interest income. units which are redeemed other than at the
end of the quarter will pay a performance fee, if any would otherwise be due, as
of the end of the month in which the redemption occurs.

If any payment is made by the Fund in respect of a performance fee, and the
Fund thereafter incurs a net loss, Campbell & Company will retain the amount
previously paid. Thus, Campbell & Company may be paid a performance fee during a
year in which the Fund overall incurred net losses. Trading losses shall be
carried forward and no further performance fees may be paid until the prior
losses have been recovered.

The performance fees which reduce the net asset value of the units may not
correspond to a particular investor's experience in the Fund, because aggregate
cumulative appreciation is calculated on an overall Fund basis, allocated
equally to each outstanding unit. For example, an investor may acquire units
after the Fund's trading has resulted in losses reducing aggregate cumulative
appreciation below its prior highest level. If so, that investor's units will
not be subject to having their net asset value reduced by any allocable
performance fee until sufficient gains have been achieved to exceed such losses,
despite the fact that all gain allocated to such units from the date of purchase
will constitute aggregate cumulative appreciation in respect of such units.
Conversely, the units which had been outstanding when such losses were incurred
may be subject to having their net asset value reduced by allocable performance
fees, even though the net asset value per unit is below the net asset value at
which such units were issued. In addition, when units are issued at a net asset
value reduced by an accrued performance fee and such accrued performance fee is
subsequently reversed due to trading losses, the reversal will be allocated
equally among all outstanding units (increasing the net asset value per unit),
including those units whose purchase price had itself been reduced by the
accrued performance fees being reversed.

Performance fees are not reduced by redemption charges.

The brokerage fee and performance fee may be increased upon sixty days'
notice to the limited

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<PAGE> 38

partners, as long as the notice explains their redemption and voting rights and
the limited partners have an opportunity to redeem, without penalty, prior to
the imposition of the revised fees.

THE COMMODITY BROKER

As described earlier, the commodity broker receives from Campbell & Company
(and not the Fund) a portion of the 8% brokerage fee up to 1% per annum of the
Net Assets of the Fund. The commodity broker is responsible for all trading
transactional costs, such as pit brokerage, exchange and NFA fees, "give-up" and
transfer fees. The compensation to the commodity broker is competitive with
rates paid by other trading funds having assets and structure similar to the
Fund. The asset-based compensation to the commodity broker is equivalent to
approximately $10-$15 per round-turn trade per contract. The compensation to be
paid to the commodity broker will not exceed the guidelines established by the
North American Securities Administrators Association, Inc. ("NASAA").

SELLING AGENTS

The selling agents receive from Campbell & Company (and not the Fund)
selling commissions of up to 4% of the subscription amount of each subscription
for units. In addition, commencing thirteen months after the sale of units and
in return for ongoing services to the limited partners, Campbell & Company will
pay those selling agents (or their assignees) which are registered at such time
with the NFA as futures commission merchants or introducing brokers, a portion
of the 8% brokerage fee of up to 4% per annum of average month-end net assets of
all units which remain outstanding.

Selling agents and registered representatives who are not registered with
the NFA as described above may receive additional selling commissions from
Campbell & Company. These additional selling commissions are paid on the same
basis as the ongoing payments, provided that the total of additional
commissions, plus:

(1) the initial 4% selling commission;

(2) salaries, expenses and bonuses of employees of Campbell & Company
engaged in wholesaling activities; and

(3) per unit organization and offering costs properly deemed to constitute
costs allocable to the selling agents, such as a selling brochure,
seminar costs and travel expenses,

do not exceed 10% of such units' initial sale price. Such compensation may be
deemed to create a conflict of interest in that the selling agents have a
disincentive in advising investors to redeem their units. See "Conflicts of
Interest."

FOREIGN EXCHANGE DEALERS

The Fund trades currency forward contracts. Such contracts are traded among
dealers which act as "principals" or counterparties to each trade. The execution
costs are included in the price of the forward contract purchased or sold, and,
accordingly, such costs cannot be determined. Campbell & Company believes the
bid/ask spreads will be at the prevailing market prices.

OFFERING EXPENSES

The offering expenses during the Continuing Offering Period as of September
30, 1998 totaled $6,683,965 and are estimated at $1,800,000 for the nine months
following the date of this prospectus, all of which will be advanced by Campbell
& Company. Such expenses include all fees and expenses in connection with the
distribution of the units including legal, accounting, printing, mailing, filing
fees, escrow fees, salaries and bonuses of employees while engaged in sales
activities and marketing expenses of Campbell & Company and the selling agents
which are paid by the Fund. Subject to the limit described below, Campbell &
Company will be reimbursed, without interest, by the Fund in 30-month payment
periods throughout the Continuing Offering. In no event shall the reimbursement
exceed 2.5% of the total subscriptions accepted by Campbell & Company, which
based on the 30-month amortization period, represents a maximum of 1% of
month-end Net Assets per annum. Organization and offering expenses equal to
$240,961 were incurred during the Initial Offering Period and were advanced by
Campbell & Company. Such expenses are being reimbursed in the same manner and
are subject to the same 2.5% limit.

The Fund is required by certain state securities administrators to disclose
that the "organization and offering expenses" of the Fund, as

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<PAGE> 39

defined by the NASAA Guidelines, will not exceed 15% of the total subscriptions
accepted. Campbell & Company, and not the Fund, shall be responsible for any
expenses in excess of such limitation. Since Campbell & Company has agreed to
limit its reimbursement of such expenses to 2.5% of total subscriptions, the
NASAA Guidelines limit of 15% of total subscriptions (even when added to the
selling commissions) will not be reached.

OTHER EXPENSES

The Fund bears its operating expenses, including but not limited to,
administrative, legal and accounting fees, and any taxes or extraordinary
expenses payable by the Fund. Such expenses are estimated to be 0.5% of the
Fund's Net Assets per annum; 3 basis points of the 50 estimated basis points
will be paid to Campbell & Company directly to cover administrative expenses
incurred on behalf of the Fund. Campbell & Company shall be responsible for any
such expenses during any year of operations which exceed such percentage
estimate. For the years ended December 31, 1997 and 1996, operating expenses
were 0.17% and 0.22%, respectively, of the Fund's year-end Net Assets. Indirect
expenses in connection with the administration of the Fund, such as indirect
salaries, rent, travel and other overhead of Campbell & Company, may not be
charged to the Fund. Actual expenses charged to the Fund are reflected on a
dollar basis in the financial statements for the Fund; see "Index to Financial
Statements."

SEC. 10. USE OF PROCEEDS

The entire offering proceeds, without deductions, will be credited to the
Fund's bank and brokerage accounts to engage in trading activities and as
reserves for that trading. The Fund meets its margin requirements by depositing
U.S. government securities with the commodity broker and the foreign exchange
dealers. In this way, substantially all (i.e., 95% or more) of the Fund's
assets, whether used as margin for trading purposes or as reserves for such
trading, can be invested in U.S. government securities and time deposits with
U.S. banks. Investors should note that maintenance of the Fund's assets in U.S.
government securities and banks does not reduce the risk of loss from trading
futures contracts. The Fund receives all interest earned on its assets. No other
person shall receive any interest or other economic benefits from the deposit of
Fund assets.

Approximately 15% to 30% of the Fund's assets normally are committed as
margin for futures contracts and held by the commodity broker, although the
amount committed may vary significantly. Such assets are maintained in
segregated accounts with the commodity broker pursuant to the Commodity Exchange
Act and regulations thereunder. Approximately 30% to 40% of the Fund's assets
are deposited with foreign exchange dealers in order to initiate and maintain
currency forward contracts. Such assets are not held in segregation or otherwise
regulated under the Commodity Exchange Act, unless such foreign exchange dealer
is registered as a futures commission merchant. These assets are held either in
U.S. government securities or short-term time deposits with U.S.-regulated bank
affiliates of the foreign exchange dealers. The remaining 30% to 55% of the
Fund's assets will normally be invested in U.S. Treasury bills.

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

SEC. 11. THE COMMODITY BROKER

PaineWebber Incorporated, a Delaware corporation, is the Fund's commodity
broker and one of the selling agents. The commodity broker's principal office is
located at 1000 Harbor Boulevard, Weehawken, New Jersey 07087, telephone: (201)
902-3000. The commodity broker is a clearing member of all principal U.S.
futures exchanges. It is registered with the CFTC as a futures commission
merchant and is a member of the NFA in such capacity.

All futures trades made on behalf of the Fund are cleared through the
commodity broker. The commodity broker is not affiliated with Campbell &
Company. The commodity broker did not sponsor the Fund and is not responsible
for the activities of Campbell & Company. It will act only as the commodity
broker and one of the selling agents.

Except as set forth below, neither PaineWebber nor any of its principals
have been involved in any administrative, civil or criminal proceeding --
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<PAGE> 40

whether pending, on appeal or concluded -- within the past years that is
material to a decision whether to invest in the Trust in light of all the
circumstances.

PaineWebber is involved in a number of proceedings concerning matters
arising in connection with the conduct of its business. Certain actions, in
which compensatory damages of $168 million or more appear to be sought, are
described below. PaineWebber is also involved in numerous proceedings in which
compensatory damages of less than $168 million appear to be sought, or in which
punitive or exemplary damages, together with the apparent compensatory damages
alleged, appear to exceed $168 million. PaineWebber has denied, or believes it
has legitimate defenses and will deny, liability in all significant cases
pending against it, including those described below, and intends to defend
actively each such case.

On or about June 10, 1991, PaineWebber was served with a "First Amended
Complaint" in an action captioned Rolo v. City Investing Liquidating Trust, et.
al., Civ. Action 90--4420 (D.N.J.), filed on or about May 13, 1991 naming it and
other entities and individuals as defendants. The First Amended Complaint
alleges conspiracy and aiding and abetting violations of: (1) one or more
provisions of the Racketeer Influenced and Corrupt Organizations Act ("RICO");
(2) one or more provisions of the Interstate Land Sales Full Disclosure Act; and
(3) the common law, on behalf of all persons (excluding defendants) who
purchased lots and/or houses from General Development Corporation ("GDC") or one
of its affiliates and who are members of an association known as the North Port
Out-of-State Lot Owners Association.

The secondary liability claims in the First Amended Complaint relating to
PaineWebber are promised on allegations that PaineWebber served as (1) the
co-lead underwriter in connection with the April 8, 1988 offering by GDC of
12 7/8% senior subordinated notes pursuant to a Registration Statement and
Prospectus and (2) the underwriter for a 1989 offering of Adjustable Rate
General Development Residential Mortgage Pass-Through Certificates, Series
1989-A, which plaintiffs contend enabled GDC to acquire additional financial
resources for the perpetuation of (and/or aided and abetted) an alleged scheme
to defraud purchasers of GDC lots and/or houses. The First Amended Complaint
requests certain declaratory relief, equitable relief, compensatory damages of
not less than $500 million, punitive damages of not less than three times
compensatory damages, treble damages with respect to the RICO count,
pre-judgment and post-judgment interest on all sums awarded, and attorneys'
fees, costs disbursement and expert witness fees.

On December 27, 1993, the District Court entered an order dismissing
plaintiffs' First Amended Complaint against PaineWebber and the majority of the
other defendants for failure to state a claim upon which relief can be granted.

On November 8, 1994, the United States Court of Appeals for the Third
Circuit affirmed the District Court's order dismissing this action against
PaineWebber. On November 18, 1994, plaintiffs filed a Petition for Rehearing and
Suggestion for Rehearing en banc with the Third Circuit.

On April 4, 1995, the United States Court of Appeals for the Third Circuit
entered an order vacating its order of November 8, 1994, and granted plaintiffs'
application for rehearing and remanded the case to the Distinct Court for
reconsideration. Following the remand by the Third Circuit Court of Appeals, on
August 24, 1995, the District Court entered an order dismissing the action as to
all defendants. On February 20 1996, plaintiffs filed a notice of appeal from
the District Court's order dismissing the action. On September 16, 1996, the
Third Circuit Court of Appeals heard arguments on plaintiffs' appeal. The court
has not yet ruled on the appeal.

In July 1994, PaineWebber, together with numerous unrelated firms, were
named as defendants in a series of purported class action complaints that have
since been consolidated for pre-trial purposes in the United States District
Court for the Southern District of New York under the caption In Re NASDAQ
Market-Maker Antitrust and Securities Litigation. MDL Docket No. 1023. The
refiled consolidated complaint in these actions alleges that the defendant firms
engaged in activities as market makers on the NASDAQ over-the counter market
that violated the federal antitrust laws. The plaintiffs seek declaratory and
injunctive relief, damages in an amount to be determined and subject to trebling
and additional relief. On

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<PAGE> 41

December 18, 1995, PaineWebber filed its answer to plaintiffs' refiled
consolidated complaint. The parties are presently engaged in pre-trial
discovery. On November 26, 1996, the Court conditionally certified a class of
retail investors who bought or sold certain NASDAQ securities through defendants
(and in limited cases through non-defendants) during certain periods of time.
The United States District Court for the Southern District of New York granted
plaintiffs' motion for certification of a class that includes institutional
investors, as well as the retail investors previously certified.

PaineWebber and two other broker-dealers were named as defendants in
litigation brought in November 1994 and subsequently styled In Re Merrill Lynch
et. al. Securities Litigation Civ. No. 94-5343 (DRD). The amended complaint,
filed in March 1993, alleged that defendants violated federal securities laws in
connection with the execution of orders to buy and sell NASDAQ securities. On
December 13, 1995, the District Court granted defendants' motion for summary
judgment. On January 19, 1996, the plaintiffs filed a notice of appeal to the
United States Court of Appeals for the Third Circuit. The appeal was heard on
October 24, 1996, and on June 19, 1997, the Court affirmed the District Court's
grant of defendants' motions for summary judgement. On July 30, 1997, the Third
Circuit Court of Appeals vacated the prior Third Circuit opinion and listed the
case for rehearing en banc. On October 29, 1997, the court held an en banc
rehearing on the appeal from the District Court's grant of defendants' motions
for summary judgment.

On July 16, 1996, PaineWebber Incorporated entered into a Stipulation and
Order resolving a civil complaint filed by the United States Department of
Justice, alleging that it and other NASDAQ market makers violated Section 1 of
the Sherman Act in connection with certain market making practices. In entering
into the Stipulation and Order, without admitting the allegations, the parties
agreed that the defendants would not engage in certain types of market making
activities and the defendants undertook specified steps to assure compliance
with their agreement. On April 24, 1997, the United States District Court for
the Southern District of New York approved the Stipulation and Order, one aspect
of which requires the defendants to tape record a certain percentage of their
NASDAQ traders' telephone calls. On May 27, 1997, the Court stayed the taping
provision pending an appeal by certain private parties who objected to aspects
of the taping provision. Notice of Appeal has been filed in the United States
Court of Appeals for the Second Circuit; the parties are scheduled to file
briefs in July and August, and oral argument on the appeal is scheduled for late
September.

A series of purported class actions concerning PaineWebber Incorporated's
sale and sponsorship of various limited partnership investments have been filed
against PaineWebber and PaineWebber Group Inc. (together hereinafter,
"PaineWebber") among others, by partnership investors since November 1994.
Several such actions (the "Federal Court Limited Partnership Actions") were
filed in the United States District Court for the Southern District of New York,
one was filed in the United States District Court for the Southern District of
Florida and one complaint (the "New York Limited Partnership Action") was filed
in the Supreme Court of the State of New York. The time to answer or otherwise
move with respect to these complaints has not yet expired.

The complaints in all of these cases make substantially similar allegations
that, in connection with the sale of interests in approximately 50 limited
partnerships between 1980 and 1992, PaineWebber (1) failed to provide adequate
disclosure of the risks involved with each partnership; (2) made false and
misleading representations about the safety of the investments and the
anticipated performance of the partnerships; and (3) marketed the partnerships
to investors for whom such investments were not suitable. The plaintiffs, who
are suing on behalf of all persons who invested in limited partnerships sold by
PaineWebber between 1980 and 1992, also allege that, following the sale of the
partnership units, PaineWebber misrepresented financial information about the
partnerships' value and performance.

The Federal Court Limited Partnership Actions also allege that PaineWebber
violated the Racketeer Influenced and Corrupt Organization Act ("RICO"), and
certain of them also claim that PaineWebber violated the federal securities
laws. The plaintiffs seek unspecified damages, including reimbursement for all
sums invested by them in the partnerships, as well as disgorgement of all fees
and other income derived by PaineWebber from the limited partnerships in the
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<PAGE> 42

Federal Court Limited Partnership Actions, the plaintiffs also seek treble
damages under RICO.

In addition, PaineWebber and several of its present or former officers were
sued in two other purported class actions (the "Geodyne Limited Partnership
Actions") filed in the state court in Harris County, Texas. Those cases, and
Wolff v. Geodyne Resources, Inc. et. al., are similar to the other Limited
Partnership Actions except that the plaintiffs purport to sue only on behalf of
those investors who bought interests in the Geodyne Energy Partnerships, which
were a series of oil and gas partnerships that PaineWebber sold over several
years. The plaintiffs in Geodyne Limited Partnership Actions allege that
PaineWebber committed fraud and misrepresentation, breached its fiduciary
obligations to its investors and brokerage customers, and breached certain
contractual obligations. The complaints seek unspecified damages, including
reimbursement of all sums invested by them in the partnerships, as well as
disgorgement of all fees and other income derived by PaineWebber from the
Geodyne partnerships. PaineWebber has filed an answer denying the allegations in
plaintiffs' complaints.

On January 18, 1996, PaineWebber signed and filed with the federal court a
memorandum of understanding with the plaintiffs in both the Federal Court
Limited Partnership Actions and the Geodyne Limited partnership Actions
outlining the terms under which the parties have agreed to settle these actions.
Pursuant to that memorandum of understanding, PaineWebber irrevocably deposited
$125 million into an escrow fund under the supervision of the United States
District Court of the Southern District of New York to be used to resolve the
Federal Court and Geodyne Limited Partnership Actions in accordance with the
definitive settlement agreement and plan of allocation which the parties
subsequently submitted to the court for its consideration and approval. The
court held hearings on the fairness of the settlement in October and November
1996. On March 20, 1997, the court issued an order approving the settlement. On
July 30, 1997, the United States Court of Appeals for the Second Circuit
affirmed the judgment approving the settlement.

In addition, three actions were filed against PaineWebber in the District
Court for Brazoria County, Texas, two captioned Mallia v. PaineWebber, Inc.
("Mallia I" and "Mallia II") and one captioned Billy Hamilton v. PaineWebber
("Hamilton"), relating to PaineWebber's sale and sponsorship of various limited
partnership investments. Mallia I was originally filed as a class action, but
was later amended to assert claims only on behalf of the named plaintiffs. The
complaints in Mallia I, Mallia II, and Hamilton, collectively, make allegations
on behalf of approximately 65 named plaintiffs that are substantially similar to
those in the Federal Court Limited Partnership Actions except that the
plaintiffs purport to bring only state law claims, principally for common law
fraud, negligent misrepresentation, beach of fiduciary duty, violation of the
Texas Securities Act, and violations of the Texas Deceptive Trade Practices Act,
on behalf of those investors who bought interest in Pegasus aircraft leasing
partnerships and in unspecified other limited partnerships and investments. The
plaintiffs seek unspecified damages. All three actions have been removed to
federal court and the two Mallia actions have been transferred to the United
States District Court for the Southern District of New York. The Hamilton action
has been dismissed with the consent of the parties on the grounds it is
duplicative of the two Mallia actions now before the federal court in New York.

In April 1995, two investors in the Pegasus limited partnership filed a
purported class action in the Circuit Court of the State of Illinois for Cook
County entitled Jacobson v. PaineWebber, Inc., making allegations substantially
similar to the alleged in the Federal Court Limited Partnership Actions, but
limited in subject matter to the sale of the Pegasus partnerships, and without a
RICO claim. The complaint sought unspecified damages. The plaintiffs in the
Jacobson case simultaneously remained as participants in the Federal Court
Limited Partnership Actions, and subsequently dismissed the Illinois action but
objected to the proposed settlement of the Federal Court Limited Partnership
Actions. As noted above, on March 20, 1997, the court approved the fairness of
the settlement.

THE FOLLOWING ITEMS RELATE TO MATTERS INVOLVING KIDDER, PEABODY AND CO.
INCORPORATED WHICH WAS ACQUIRED BY THE COMPANY IN AUGUST 1997. IN CONNECTION
WITH THE ACQUISITION, THE SELLER AND ITS PARENT GENERAL ELECTRIC COMPANY AGREED
TO INDEMNIFY THE COMPANY FOR ALL LOSSES RELATING TO THIS MATTER.

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<PAGE> 43

Kidder Peabody & Co. Incorporated ("Kidder, Peabody"), a subsidiary of the
Company, together with other unrelated individuals and firms, has been named as
a defendant in certain actions pending in the United States District Court of
New York for the Southern District of New York brought on behalf of individuals
and two purported classes of investors in three funds (the "Funds") managed by
Askin Capital Management, L.P. and David J. Askin (collectively, the "Askin
Parties"). The actions are Primavera Familienstiftung v. David J. Askin, et al.,
Docket No. 95 Civ. 8905; ABF Capital Management, et al. v. Askin Capital
Management, L.P., Docket No. 96 Civ. 2978; Montpellier Resources, Limited et al.
v. Askin Capital Management, L.P, et al., Docket No. 97 Civ. 1856; Richard
Johnston as Trustee for the Demeter Trust, et al. v. Askin Capital Management
L.P., et al., Docket No. 97 Civ. 4335. The plaintiffs have alleged, among other
things, that Kidder, Peabody and other brokerage firms aided and abetted false
state securities bylaws, used the Funds as an outlet for otherwise unmarketable
tranches of collateralized mortgage obligations, and violated various rules of
the New York Stock Exchange and National Association of Securities Dealers.
Collectively in the four lawsuits the plaintiffs claim damages of approximately
$650 million, as well as unspecified punitive damages. As a result of various
decisions by the District Court, the only claim remaining in these cases again
Kidder, Peabody is for aiding and abetting the Askin Parties' fraud on the
investors. The parties are presently engaged in pre-trial discovery. No trial
date has been set.

In separate, but related action now pending in the United States Bankruptcy
Court for the Southern District of New York captioned ABF Capital Management, et
al. v. Kidder, Peabody & Co. Incorporated, a group of investors in the Funds
have sought to equitably subordinate, pursuant to Section 510[c] of the
Bankruptcy code, certain recoveries received by Kidder, Peabody, amounting to
approximately $15.5 million, in connection with the settlement of Kidder,
Peabody's claim in the Funds' bankruptcy proceedings. This action is also at an
early stage; no trial date has been set.

Kidder, Peabody is a defendant, along with other unrelated individuals and
entities, in Richard A. Lippe et al. v. Bairnco Corp. et al., 96 Civ. 7600, in
the United States District Court for the Southern District of New York brought
by the Trustees of the Keene Creditors' Trust ("KCT"). This action originally
was filed on June 8, 1995 as Adversary Proceeding No. 95/9393A in the Bankruptcy
Court for the Southern District of New York. On April 10, 1997, the District
Court ordered the withdrawal of the bankruptcy court. KCT was established
pursuant to the Plan of Reorganization approved in connection with the
bankruptcy proceedings related to Keene Corporation ("Keene"). The KCT claims
against Kidder, Peabody arise from fairness opinions rendered by Kidder, Peabody
during the 1980's in connection with the sale of various businesses from Keene.
KCT alleges that Kidder Peabody's fairness opinions intentionally or recklessly
undervalued the assets being sold. KCT further alleges that such acts
constituted aiding and abetting breaches of fiduciary duties and self-dealing by
Keene's corporate officers and directors, who are also defendants, in violation
of the New York Business Corporation Law and the Racketeer Influenced and
Corrupt Organizations Act. KCT seeks damages from Kidder, Peabody and other
unrelated individuals and firms in excess of $700 million. On September 15,
1997, Kidder, Peabody filed a motion to dismiss the complaint. KCT has not yet
filed its opposition to the motion.

In addition to the foregoing private litigation, the following
administrative and exchange proceedings may be considered material.

On February 4, 1994, the Alabama Securities commission issued
Administrative Order CV-93-0020. PaineWebber consented, without admitting or
denying the allegations to findings of violations of the Alabama Securities Act,
to place on the branch order ticket or other record of transactions before any
order for purchase or sale of securities through a block trading desk is
executed, a name or designation of the accounts for which such orders are to be
executed and the number of shares or contracts ordered for each account for two
years from the date of the Alabama order as to trades placed through its block
trading desk by registered representatives in Birmingham, Alabama. The
registered representatives are required to deliver a copy of the branch order
tick to the branch office manager or to his or her designee prior to the time
the order is placed with a block desk. The Alabama Securities commission will be
provided with a copy of a consultant's report concerning respondent's policies,
practices and
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<PAGE> 44

procedures prepared pursuant to an SEC order on February 18, 1993 and the
affidavit of PaineWebber attesting to the implementation of the recommendations
contained in such consultant's report. PaineWebber is required to certify that
all supervisory and managerial personnel in its Birmingham office have attended
the two day seminar required by the SEC order. PaineWebber was to pay a fine of
$87,000 as partial reimbursement for the Alabama Securities Commission's cost
for examining the matter.

On September 27, 1995, in matter number 94-078-S, the State of Vermont
Department of Banking, Insurance and Securities entered an Administrative
Consent Order alleging that between 1984 and 1988 PaineWebber did not reasonably
supervise two former investment executives with respect to certain outside
activities and limited partnership investment recommendations. Without admitting
or denying the allegations, PaineWebber agreed, among other things to pay an
administrative fine of $100,000.

On or about January 18, 1996, PaineWebber consented, without admitting or
denying the findings therein, to the entry of an Order by the SEC which imposed
a censure, a cease and desist order, a $5 million civil penalty and various
remedial sanctions. The SEC alleged that PaineWebber violated the antifraud and
recordkeeping provisions of the federal securities laws in connection with the
offer and sale of certain limited partnership interests between 1986 and 1992
and failed reasonably to supervise certain registered representatives and other
employees involved in the sale of those interests. PaineWebber must comply with
its representations that it had paid and will pay a total of $292.5 million to
investors, including a payment of $40 million for a claims fund.

On June 9, 1998, the Kansas Securities Commissioner brought an
administrative action alleging that during the period approximately May 1993
through February 1994, a registered representative who was terminated by the
firm, recommended certain securities transactions that were not suitable for
certain clients and PaineWebber failed to reasonably supervise its former
employee.

The Fund has entered into a Customer Agreement with the commodity broker
pursuant to terms which are standard for such arrangement. The Agreement
provides that: the commodity broker is authorized to purchase and sell futures
and other contracts in accordance with the instructions of Campbell & Company;
the commodity broker will act as custodian for all assets of the Fund on deposit
with it; the Fund shall promptly satisfy all margin requirements and trading
losses that may occur; and either party may terminate the Agreement on seven
days' notice to the other party. In the event of termination, the Fund would
enter into a similar agreement with another commodity broker. Although unlikely,
the selection of another commodity broker could result in higher fees to the
Fund and a brief delay in trading. The compensation to the commodity broker is
described in "Charges to the Fund." Other brokers may be used to execute certain
orders and then "give-up" such trade to the commodity broker to be cleared. In
addition, forward contracts and foreign futures contracts may be executed
through other brokers, dealers or banks selected by Campbell & Company.

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<PAGE> 45

SEC. 12. FOREIGN EXCHANGE DEALER

The Fund trades foreign exchange and other forward contracts through
"dealers" in such contracts. The dealer that maintains the forward positions, or
acts as the counterparty, for the Fund is ABN AMRO Bank, N.V., Chicago Branch.
Unlike futures contracts which are traded through brokers such as the commodity
broker, foreign exchange or currency forward contracts are executed through a
network of dealers. Campbell & Company then instructs the executing dealer to
"give up" the trade to ABN. Campbell & Company is not obligated to continue to
use the foreign exchange dealer identified above and may select others or
additional ones in the future provided Campbell & Company believes that their
service and pricing are competitive.

SEC. 13. CAPITALIZATION

The Fund was formed on May 11, 1993. The table below shows the
capitalization of the Fund as of November 1, 1998 and as adjusted for the sale
of the maximum amount of units registered.

<TABLE>
<CAPTION>
AS ADJUSTED
OUTSTANDING FOR SALE OF
AS OF MAXIMUM
NOVEMBER 1, AMOUNT
TITLE OF CLASS 1998 (1)(2)
- -------------------------- ------------ ------------
<S> <C> <C>
Units of General
Partnership Interest.... 2,036.45 2,831.549
Units of Limited
Partnership Interest.... 192,434.649 280,323.374
Total Partners' Capital... $324,543,059 $472,543,059
</TABLE>

(See accompanying notes)

(1) This calculation assumes that the sale of all units is made during the
Continuing Offering at the October 31, 1998 net asset value per unit of
$1,668.85. The maximum amount will vary depending on the unit value and
number of units sold during the Continuing Offering.

(2) To organize the Fund, the initial limited partner purchased one unit for
$10,000 and Campbell & Company purchased one general partnership unit for
$1,000. Campbell & Company has agreed to make capital contributions to the
Fund equal to at least 1% of the net aggregate capital contributions of all
partners. As of November 1, 1998, Campbell & Company owned 2,036.450 units
of general partnership interest.

SEC. 14. DISTRIBUTIONS AND REDEMPTIONS

DISTRIBUTIONS

Campbell & Company is not required to make any distributions to limited
partners. While Campbell & Company has the authority to make such distributions,
it does not intend to do so in the foreseeable future. Campbell & Company
believes that distributions of Fund assets serve no useful purpose since the
limited partners may redeem any or all of their units on a periodic basis. The
amount and timing of future distributions is uncertain. Because of the potential
volatility of futures markets, especially in the short-term, the Fund is
recommended for those seeking a medium- to long-term investment (i.e. 3-5
years).

If the Fund realizes profits for any fiscal year, such profits will
constitute taxable income to the limited partners in accordance with their
respective investments in the Fund whether or not cash or other property has
been distributed to limited partners. Any distributions, if made, may be
inadequate to cover such taxes payable by the limited partners.

REDEMPTIONS

A limited partner, with the payment of charges below, may request any or
all of his units be redeemed by the Fund at the net asset value of a unit as of
the end of the month. Limited partners must transmit a written request of such
withdrawal to Campbell & Company not less than ten (10) business days prior to
the end of the month (or such shorter period as permitted by Campbell &
Company).

REDEMPTION FEES

redeemed on July 31, or August 31, 1999, a redemption fee of 3% would apply if
the unit were redeemed on September 30, October 31, or November 30, 1999, a
redemption fee of 2% would apply if the unit were redeemed on December 31, 1999,
January 31, or February 28, 2000, a redemption fee of 1% would apply if the unit
were redeemed on March 31, April 30, or May 31, 2000 and no redemption fee would
apply if the unit were redeemed on or after June 30, 2000.

In determining whether redemption fees apply to a particular Limited
Partner's units, units shall be deemed to be redeemed on a "first-in, first-out"
basis.

The Request for Redemption must specify the number of units for which
redemption is sought. Redemptions will be paid within 20 days after the date of
redemption, contingent upon the Fund having assets sufficient to discharge all
of its liabilities on the requested date of redemption. In the event that
redemptions are requested with respect to more units than Campbell & Company is
able to honor, Campbell & Company will honor requests for redemption in the
order actually received and will hold requests for redemption in such order.
Limited partners will be notified in the event a request for redemption cannot
be honored, and their requests will be honored thereafter at the first available
opportunity.

The federal income tax aspects of redemptions are described under "Federal
Income Tax Aspects."

NET ASSET VALUE

The net asset value of a unit as of any date is the limited partners' share
of the sum of all cash, plus Treasury bills valued at cost plus accrued
interest, and other securities valued at market, plus the market value of all
open futures, forward and option positions maintained by the Fund, less all
liabilities of the Fund and accrued performance fees, determined in accordance
with the principles specified in the Limited Partnership Agreement. Where no
principle is specified in the Limited Partnership Agreement, the net asset value
is calculated in accordance with generally accepted accounting principles under
the accrual basis of accounting, divided by the number of units then
outstanding. Thus, if the net asset value of a unit for purposes of redemption
is determined as of a month-end which is not the end of a quarter, any
performance fees payable to Campbell & Company will be determined and charged to
such unit as though such month-end were the end of the quarter and such
performance fees will be paid to Campbell & Company.

SEC. 15. THE FUTURES AND FORWARD MARKETS

FUTURES CONTRACTS

Futures contracts are standardized agreements traded on commodity exchanges
that call for the future delivery of the commodity or financial instrument at a
specified time and place. A futures trader that enters into a contract to take
delivery of the underlying commodity is "long" the contract, or has "bought" the
contract. A trader that is obligated to make delivery is "short" the contract or
has "sold" the contract. Actual delivery on the contract rarely occurs. Futures
traders usually offset (liquidate) their contract obligations by entering into
equal but offsetting futures positions. For example, a trader who is long one
September Treasury bond contract on the Chicago Board of Trade can offset the
obligation by entering into a short position in a September Treasury bond
contract on that exchange. Futures positions that have not yet been liquidated
are known as "open" contracts or positions.

Futures contracts are traded on a wide variety of commodities, including
agricultural products, metals, livestock products, government securities,
currencies and stock market indices. Options on futures contracts are also
traded on U.S. commodity exchanges. The Fund concentrates its futures trading in
financial instruments such as interest rate, foreign exchange and stock index
contracts, and metal and energy contracts.

FORWARD CONTRACTS

Currencies and other commodities may be purchased or sold for future
delivery through banks or dealers pursuant to forward contracts. Currencies also
can be traded pursuant to futures contracts on organized futures exchanges;
however, Campbell & Company uses the dealer market in foreign exchange contracts
for most of the Fund's trading in currencies. Such dealer acts as "principal" in
the transaction and includes its profit in the price it quotes on the contract.
Unlike futures contracts, foreign exchange contracts are
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<PAGE> 47

not standardized. In addition, the forward market is largely unregulated.
Forward contracts are not "cleared" or guaranteed by a third party. Thus, the
Fund is subject to the creditworthiness of the dealers with whom it trades.
There also is no daily settlement of unrealized gains or losses on open foreign
exchange contracts as there is with futures contracts on U.S. exchanges.

REGULATION

The U.S. futures markets are regulated under the Commodity Exchange Act,
which is administered by the CFTC, a federal agency created in 1974. The CFTC
licenses and regulates commodity exchanges, commodity pool operators, commodity
trading advisors and commodity brokerage firms which are referred to in the
futures industry as "futures commission merchants". Campbell & Company is
licensed by the CFTC as a commodity pool operator and commodity trading advisor.
Futures professionals are also regulated by the NFA, a self-regulatory
organization for the futures industry that supervises the dealings between
futures professionals and their customers. If the pertinent CFTC licenses or NFA
memberships were to lapse, be suspended or be revoked, Campbell & Company would
be unable to act as the Fund's commodity pool operator and commodity trading
advisor.

The CFTC has adopted disclosure, reporting and recordkeeping requirements
for commodity pool operators and disclosure and recordkeeping requirements for
commodity trading advisors. The reporting rules require pool operators to
furnish to the participants in their pools a monthly statement of account,
showing the pool's income or loss and change in net asset value, and an annual
financial report, audited by an independent certified public accountant.

The CFTC and the exchanges have pervasive powers over the futures markets,
including the emergency power to suspend trading and order trading for
liquidation of existing positions only. The exercise of such powers could
adversely affect the Fund's trading.

The CFTC does not regulate forward contracts. Federal and state banking
authorities also do not regulate forward trading or forward dealers. The SEC has
indicated that it may consider foreign exchange contracts to constitute
securities for purposes of the Investment Company Act of 1940, which regulates
mutual funds, and the Investment Advisers Act of 1940, which regulates advisers
which render advice with respect to securities. Were the SEC to require the Fund
to register under the Investment Company Act of 1940 or the CFTC to prohibit the
Fund from trading foreign currency forward contracts, Campbell & Company would
likely trade foreign currency futures contracts instead of forward contracts.
Trading in foreign currency futures contracts may be less liquid and the Fund's
trading results may be adversely affected.

MARGIN

In order to establish and maintain a futures position, a trader must make a
type of good-faith deposit with its broker, known as "margin," of approximately
2%-10% of contract value. Minimum margins are established for each futures
contract by the exchange on which the contract is traded. The exchanges alter
their margin requirements from time to time, sometimes significantly. For their
protection, commodity brokers may require higher margins from their customers
than the exchange minimums. Margin also is deposited in connection with forward
contracts but is not required by any applicable regulation.

There are two types of margins. "Initial" margin is the amount a trader is
required to deposit with its broker to open a futures position. The other type
of margin is "maintenance" margin. When the contract value of a trader's futures
position falls below a certain percentage, typically about 75%, of its value
when the trader established the position, the trader is required to deposit
additional margin in an amount equal to the loss in value.

SEC. 16. AGREEMENT OF LIMITED PARTNERSHIP

The following is a summary of the Limited Partnership Agreement, a form of
which is attached as Exhibit A and incorporated by reference.

ORGANIZATION AND LIMITED LIABILITIES

The Fund is organized under the Delaware Revised Uniform Limited
Partnership Act ("RULPA"). In general, a Limited Partner's liability under RULPA
is limited to the amount of
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<PAGE> 48

his capital contribution and his share of any undistributed profits.

MANAGEMENT OF PARTNERSHIP AFFAIRS

The Limited Partnership Agreement effectively gives Campbell & Company, as
general partner, full control over the management of the Fund and gives no
management role to the limited partners. To facilitate matters for Campbell &
Company, the limited partners must execute the attached Subscription Agreement
and Power of Attorney (Exhibit D).

SHARING OF PROFITS AND LOSSES

PROFIT POTENTIAL; FUND ACCOUNTING

Each limited partner has a capital account. Initially, the limited
partner's balance equals the amount paid for the units. The limited partner's
balance is then proportionally adjusted monthly to reflect his portion of the
Fund's gains or losses for the month.

FEDERAL TAX ALLOCATION

At year end, the Fund will determine the total taxable income or loss for
the year. Subject to the special allocation of net capital gain or loss to
redeeming limited partners, the taxable gain or loss is allocated to each
limited partner in proportion to his capital account and each limited partner is
responsible for his share of the taxes. See Article 7 of the Limited Partnership
Agreement, and "Federal Income Tax Aspects."

For net capital gain and loss, the gains and losses are first allocated to
each limited partner who redeemed units during the year. The remaining net
capital gain or loss is then allocated to each limited partner in proportion to
his capital account.

Each limited partner's tax basis in his units is increased by the taxable
income allocated to him and reduced by any distributions received and losses
allocated to him.

Upon the Fund's liquidation, each limited partner will receive his
proportionate share of the assets of the Fund.

DISPOSITIONS

A limited partner may transfer or assign his units in the Fund upon 30
days' prior written notice to Campbell & Company and subject to approval of the
assignee. Campbell & Company will provide consent when it is satisfied that the
transfer complies with applicable laws, and further would not result in the
termination of the Fund for federal income tax purposes. An assignee not
admitted to the Fund as a limited partner will have only limited rights to share
the profits and capital of the Fund and a limited redemption right.

Assignees receive "carry-over" tax basis accounts and capital accounts from
their assignors, irrespective of the amount paid for the assigned units.

DISSOLUTION AND TERMINATION OF THE FUND

The Fund will be terminated and dissolved upon the happening of the earlier
of:

1) the expiration of the Fund's stated term on December 31, 2023;

2) limited partners owning more than 50% of the outstanding units vote to
dissolve the Fund;

3) Campbell & Company withdraws as general partner and no new general
partner is appointed;

4) the continued existence of the Fund becomes unlawful; or

5) the Fund is dissolved by operation of law.

AMENDMENTS AND MEETINGS

The Limited Partnership Agreement may be amended by Campbell & Company if
the limited partners owning more than 50% of the outstanding units concur.
Campbell & Company may make minor changes to the Limited Partnership Agreement
without the approval of the limited partners. These minor changes can be for
clarifications of inaccuracies or ambiguities, modifications in response to
changes in tax code or regulations or any other changes the general partner
deems advisable so long as they do not change the basic investment policy or
structure.

Limited partners owning at least 10% of the outstanding units can call a
meeting of the Fund. At that meeting, the limited partners, provided
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<PAGE> 49

that limited partners owning a majority of the outstanding units concur, can
vote to:

1) amend the Limited Partnership Agreement without the consent of Campbell
& Company;

2) dissolve the Fund;

3) terminate contracts with Campbell & Company;

4) remove and replace Campbell & Company as general partner; and

5) approve the sale of Fund assets.

INDEMNIFICATION

The Fund agrees to indemnify Campbell & Company, as general partner, for
actions taken on behalf of the Fund, provided that Campbell & Company's conduct
was in the best interests of the Fund and the conduct was not the result of
negligence or misconduct. Indemnification by the Fund for alleged violation of
securities laws is only available if the following conditions are satisfied:

1) a successful adjudication on the merits of each count alleged has been
obtained, or

2) such claims have been dismissed with prejudice on the merits by a court
of competent jurisdiction; or

3) a court of competent jurisdiction approves a settlement of the claims
and finds indemnification of the settlement and related costs should be
made; and

4) in the case of 3), the court has been advised of the position of the SEC
and the states in which the units were offered a sold as to
indemnification for the violations.

REPORTS TO LIMITED PARTNERS

The limited partners shall have access to and the right to copy the Fund's
books and records. A limited partner may obtain a list of all limited partners
together with the number of units owned by each limited partner provided such
request is not for commercial purposes.

Campbell & Company will provide various reports and statements to the
limited partners including:

1) monthly, Campbell & Company will provide an unaudited balance sheet and
income statement of the prior month's activities;

2) annually, Campbell & Company will provide audited financial statements
accompanied by a fiscal year-end summary of the monthly reports
described above;

3) annually, Campbell & Company will provide tax information necessary for
the preparation of the limited partners' annual Federal income tax
returns; and

4) if the net asset value per unit as of the end of any business day
declines by 50% or more from either the prior year-end or the prior
month-end unit value, Campbell & Company will suspend trading
activities, notify all limited partners of the relevant facts within
seven business days and declare a special redemption period.

SEC. 17. FEDERAL INCOME TAX ASPECTS

The following constitutes the opinion of Sidley & Austin and summarizes the
material federal income tax consequences to individual investors in the Fund.

THE FUND'S PARTNERSHIP TAX STATUS

Because the Fund is a partnership, the Fund does not pay any federal income
tax. Based on the expected income of the Fund, the Fund will not be taxed as a
"publicly traded partnership."

TAXATION OF LIMITED PARTNERS ON PROFITS AND LOSSES OF THE FUND

Each limited partner must pay tax on his share of the Fund's annual income
and gains, if any, even if the Fund does not make any cash distributions.

The Fund generally allocates the Fund's gains and losses equally to each
unit. However, a limited partner who redeems any units will be allocated his
share of the Fund's gains and losses

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<PAGE> 50

in order that the amount of cash a limited partner receives for a redeemed unit
equals the limited partner's adjusted tax basis in the redeemed unit. A limited
partner's adjusted tax basis in a redeemed unit equals the amount originally
paid for the unit, increased by income or gains allocated to the unit and
decreased by deductions or losses allocated to the unit.

FUND LOSSES BY LIMITED PARTNERS

A limited partner may deduct Fund losses only to the extent of his tax
basis in his units. Generally, a limited partner's tax basis is the amount paid
for the units reduced (but not below zero) by his share of any Fund
distributions, losses and expenses and increased by his share of the Fund's
income and gains. However, a limited partner subject to "at-risk" limitations
(generally, non-corporate taxpayers and closely-held corporations) can only
deduct losses to extent he is "at-risk." The "at-risk" amount is similar to tax
basis, except that it does not include any amount borrowed on a nonrecourse
basis or from someone with an interest in the Fund.

"PASSIVE-ACTIVITY LOSS RULES" AND ITS EFFECT ON THE TREATMENT OF INCOME AND LOSS

The trading activities of the Fund are not a "passive activity."
Accordingly, a limited partner can deduct Fund losses from taxable income.
However, a limited partner cannot offset losses from "passive activities"
against Fund gains.

CASH DISTRIBUTIONS AND UNIT REDEMPTIONS

A limited partner who receives cash from the Fund, either through a
distribution or a partial redemption, will not pay tax on that cash until his
tax basis in the units is zero.

GAIN OR LOSS ON SECTION 1256 CONTRACTS AND NON-SECTION 1256 CONTRACT

Section 1256 Contracts are futures and most options traded on U.S.
exchanges and certain foreign currency contracts. For tax purposes, Section 1256
Contracts that remain open at year end are treated as if the position were
closed at year end. The gain or loss on Section 1256 Contracts is characterized
as 60% long-term capital gain or loss and 40% short-term capital gain or loss
regardless of how long the position was open.

Non-Section 1256 Contracts are, among other things, certain foreign
currency transactions, including Section 988 transactions -- transactions when
the amount paid or received is in a foreign currency. Gain and loss from these
Non-Section 1256 Contracts is generally capital gain or loss and is generally
recognized when sold.

TAX ON CAPITAL GAINS AND LOSSES

Long-term capital gains -- net gain on capital assets held more than one
year and 60% of the gain on Section 1256 Contracts -- are taxed at a maximum
rate of 20%. Short-term capital gains -- net gain on capital assets held less
than one year and 40% of the gain on Section 1256 Contracts -- are subject to
tax at the same rates as ordinary income, with a maximum rate of 39.6% for
individuals.

Individual taxpayers can deduct capital losses only to the extent of their
capital gains plus $3,000. Accordingly, the Fund could suffer significant losses
and a limited partner could still be required to pay taxes on his share of the
Fund's interest income.

An individual taxpayer can carry back net capital losses on Section 1256
Contracts three years to offset earlier gains on Section 1256 Contracts. To the
extent the taxpayer cannot offset past Section 1256 Contract gains, he can carry
forward such losses indefinitely as losses on Section 1256 Contracts.

LIMITED DEDUCTION FOR CERTAIN EXPENSES

Campbell & Company does not consider the brokerage fee and the performance
fees, as well as other ordinary expenses of the Fund, investment advisory
expenses or other expenses of producing income. Accordingly, Campbell & Company
treats these expenses as ordinary business deductions not subject to the
material deductibility limitations which apply to investment advisory expenses.
The IRS could contend otherwise and to the extent the IRS recharacterizes these
expenses a limited partner would have the amount of the ordinary expenses
allocated to him reduced accordingly.

INTEREST INCOME

Interest received by the Fund is taxed as ordinary income. Net capital
losses can offset

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<PAGE> 51

ordinary income only to the extent of $3,000 per year. See "Tax on Capital Gains
and Losses."

SYNDICATION FEES

Neither the Fund nor any limited partner is entitled to any deduction for
syndication expenses, nor can these expenses be amortized by the Fund or any
limited partner even though the payment of such expenses reduces net asset
value.

The IRS could take the position that a portion of the Brokerage Fee paid by
the Fund to Campbell & Company or part or all of any redemption fees paid by a
limited partner constitutes non-deductible syndication expenses.

INVESTMENT INTEREST DEDUCTIBILITY LIMITATIONS

Individual taxpayers can deduct "investment interest" -- interest on
indebtedness allocable to property held for investment -- only to the extent
that it does not exceed net investment income. Net investment income does not
include adjusted net capital gain taxed at the lower 20% rate.

UNRELATED BUSINESS TAXABLE INCOME

Tax-exempt limited partners will not be required to pay tax on their share
of income or gains of the Fund, provided that such limited partners do not
purchase units with borrowed funds.

IRS AUDITS OF THE FUND AND ITS LIMITED PARTNERS

The IRS audits Fund-related items at the Fund level rather than at the
limited partner level. Campbell & Company acts as "tax matters partner" with the
authority to determine the Fund's responses to an audit. If an audit results in
an adjustment, all limited partners may be required to pay additional taxes,
interest, and penalties.

STATE AND OTHER TAXES

In addition to the federal income tax consequences described above, the
Fund and the limited partners may be subject to various state and other taxes.

PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISERS BEFORE
DECIDING WHETHER TO INVEST.

SEC. 18. INVESTMENT BY ERISA ACCOUNTS

GENERAL

This section sets forth certain consequences under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and the Internal Revenue Code
of 1986, as amended (the "Code"), which a fiduciary of an "employee benefit
plan" as defined in and subject to ERISA or of a "plan" as defined in Section
4975 of the Code who has investment discretion should consider before deciding
to invest the plan's assets in the Fund (such "employee benefit plans" and
"plans" being referred to herein as "Plans," and such fiduciaries with
investment discretion being referred to herein as "Plan Fiduciaries").

SPECIAL INVESTMENT CONSIDERATION

Each Plan Fiduciary must give appropriate consideration to the facts and
circumstances that are relevant to an investment in the Fund, including the role
that an investment in the Fund plays or would play in the Plan's overall
investment portfolio. Each Plan Fiduciary, before deciding to invest in the
Fund, must be satisfied that such investment is prudent for the Plan, that the
investments of the Plan, including in the Fund, are diversified so as to
minimize the risk of large losses and that an investment in the Fund complies
with the terms of the Plan and related trust.

THE FUND SHOULD NOT BE DEEMED TO HOLD
"PLAN ASSETS"

A regulation issued under ERISA (the "ERISA Regulation") contains rules for
determining when an investment by a Plan in an equity interest of a limited
partnership will result in the underlying assets of the partnership being assets
of the Plan for purposes of ERISA and Section 4975 of the Code (i.e., "plan
assets"). Those rules provide in pertinent part that assets of a limited
partnership will not be plan assets of a Plan which purchases an equity interest
in the partnership if the equity interest purchased is a "publicly-offered
security" (the "Publicly-Offered Security Exception"). If the underlying assets
of a partnership are considered to be assets of any Plan for purposes of ERISA
or Section 4975 of the Code, the operations of such partnership would be subject
to and, in some cases, limited by, the

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<PAGE> 52

provisions of ERISA and Section 4975 of the Code.

The Publicly-Offered Security Exception applies if the equity is a security
that is:

1) "freely transferable" (determined based on the applicable facts and
circumstances);

2) part of a class of securities that is "widely held" (meaning that the
class of securities is owned by 100 or more investors independent of the
issuer and of each other); and

3) either (a) part of a class of securities registered under Section 12(b)
or 12(g) of the Securities Exchange Act of 1934, or (b) sold to the Plan
as part of a public offering pursuant to an effective registration
statement under the Securities Act of 1933 and the class of which such
security is a part is registered under the Securities Exchange Act of
1934 within 120 days (or such later time as may be allowed by the SEC)
after the end of the fiscal year of the issuer in which the offering of
such security occurred.

It appears that all of the conditions described above are satisfied with
respect to the units and, therefore, the units should constitute Publicly-
Offered Securities and the underlying assets of the Fund should not be
considered to constitute assets of any Plan which purchases units.

INELIGIBLE PURCHASERS

In general, units may not be purchased with the assets of a Plan if
Campbell & Company, the commodity broker, any foreign exchange dealer, any of
the selling agents, any of their respective affiliates or any of their
respective employees either:

1) has investment discretion with respect to the investment of such plan
assets;

2) has authority or responsibility to give or regularly gives investment
advice with respect to such plan assets, for a fee, and pursuant to an
agreement or understanding that such advice will serve as a primary
basis for investment decisions with respect to such plan assets and that
such advice will be based on the particular investment needs of the
Plan; or

3) is an employer maintaining or contributing to such Plan.

NONE OF CAMPBELL & COMPANY, THE COMMODITY BROKER, THE FOREIGN EXCHANGE
DEALER OR THE SELLING AGENTS MAKE ANY REPRESENTATION THAT THIS INVESTMENT MEETS
THE RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY ANY PARTICULAR
PLAN OR THAT THIS INVESTMENT IS APPROPRIATE FOR ANY PARTICULAR PLAN. THE PERSON
WITH INVESTMENT DISCRETION SHOULD CONSULT WITH HIS OR HER ATTORNEY AND FINANCIAL
ADVISERS AS TO THE PROPRIETY OF AN INVESTMENT IN THE FUND IN LIGHT OF THE
CIRCUMSTANCES OF THE PARTICULAR PLAN.

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<PAGE> 53

SEC. 19. PLAN OF DISTRIBUTION

SUBSCRIPTION PROCEDURE

The Fund offers the units to the public during the Continuing Offering at
the net asset value per unit as of each Closing Date on which subscriptions are
accepted. Investors must submit subscriptions at least five (5) business days
prior to the applicable month-end Closing Date and they will be accepted once
payments are received and cleared. Campbell & Company may terminate the
Continuing Offering Period at any time.

The units are offered on a "best efforts" basis without any firm
underwriting commitment through selling agents including, but not limited to,
PaineWebber Incorporated, A.G. Edwards & Sons, Inc., J.C. Bradford & Company,
Inc. and Interstate/Johnson Lane Corporation, which are registered
broker-dealers and members of the National Association of Securities Dealers,
Inc. Units are offered until such time as Campbell & Company terminates the
continuing offering. Subscriptions received during the continuing offering
period can be accepted on a monthly basis. Subscribers whose subscriptions are
canceled or rejected will be notified of when their subscriptions, plus
interest, will be returned, which shall be promptly after rejection. Subscribers
whose subscriptions are accepted will be issued fractional units, calculated to
three decimal places, in an amount equal to the interest earned on their
subscriptions. Campbell & Company may suspend, limit or terminate the offering
of units at any time.

The Fund's escrow account is maintained at Mercantile Safe Deposit & Trust
Company, Baltimore, Maryland (the "Escrow Agent"). All subscription funds are
required to be promptly transmitted to the Escrow Agent. Subscriptions must be
accepted or rejected by Campbell & Company within five business days of receipt,
and the settlement date for the deposit of subscription funds in escrow must be
within five business days of acceptance. No fees or costs will be assessed on
any subscription while held in escrow, irrespective of whether the subscription
is accepted or subscription funds returned. The Escrow Agent will invest the
subscription funds in short-term United States Treasury bills or comparable
authorized instruments while held in escrow and no fees will be charged on any
subscriptions while held in escrow.

Subscriptions from customers of any of the selling agents may also be made
by authorizing such Selling Agent to debit the subscriber's customer securities
account at the Selling Agent on the settlement date. Promptly after debiting the
customer's securities account, the Selling Agent shall send payment to the
Escrow Agent as described above, in the amount of the subscription so debited.

Campbell & Company will purchase units for investment purposes only and not
with a view towards resale.

An investor who meets the suitability standards given below must complete,
execute and deliver to the relevant Selling Agent a copy of the Subscription
Agreement and Power of Attorney attached as Exhibit D. A subscriber can pay
either by a check made payable to "Campbell Strategic Allocation Fund, L.P." or
by authorizing his Selling Agent to debit his customer securities account.
Campbell & Company will then accept or reject the subscription within five
business days of receipt of the subscription. All subscriptions are irrevocable
once subscription payments are deposited in escrow.

REPRESENTATIONS AND WARRANTIES OF INVESTORS IN THE SUBSCRIPTION AGREEMENT

Investors are required to make representations and warranties in the
Subscription Agreement. The Fund's primary intention in requiring the investors
to make representations and warranties is to ensure that only persons for whom
an investment is suitable invest in the Fund. The Fund is most likely to assert
representations and warranties if it has reason to believe that the related
investor may not be qualified to invest or remain invested in the Fund. The
representations and warranties made by investors in the Subscription Agreement
may be summarized as relating to:

1) eligibility of investors to invest in the Fund, including legal age, net
worth and annual income;

2) representative capacity of investors;

3) information provided by investors;

4) information received by investors; and

5) investments made on behalf of employee benefit plans.
-44-
<PAGE> 54

See the Subscription Agreement and Power of Attorney attached as Exhibit D
for further detail.

MINIMUM INVESTMENT

The minimum investment is $10,000 except for trustees or custodians of
eligible employee benefit plans and individual retirement accounts, for which
the minimum investment is $5,000 (these minimums are reduced to $5,000 and
$2,000, respectively, for registered representatives of NASD registered
broker-dealers). Limited partners may increase their investment in the Fund with
an investment of $1,000 or more. Prospective investors must be aware that the
price per unit during the continuing offering period will vary depending upon
the month-end net asset value per unit. Under the federal securities laws and
those of certain states, investors may be subject to special minimum purchase
and/or investor suitability requirements.

INVESTOR SUITABILITY

There can be no assurance that the Fund will achieve its objectives or
avoid substantial losses. An investment in the Fund is suitable only for a
limited segment of the risk portion of an investor's portfolio and no one should
invest more in the Fund than he can afford to lose. The subscriber's Selling
Agent is responsible for determining if the units are a suitable investment for
the investor.

At an absolute minimum, investors must have (i) a net worth of at least
$150,000 (exclusive of home, furnishings and automobiles) or (ii) an annual
gross income of at least $45,000 and a net worth (as calculated above) of at
least $45,000. No one may invest more than 10% of his net worth (as calculated
above) in the Fund.

THESE STANDARDS (AND THE ADDITIONAL STANDARDS APPLICABLE TO RESIDENTS OF
CERTAIN STATES AS SET FORTH UNDER "EXHIBIT C -- SUBSCRIPTION REQUIREMENTS"
HEREIN) ARE REGULATORY MINIMUMS ONLY. QUALIFICATION UNDER SUCH STANDARDS DOES
NOT NECESSARILY IMPLY THAT AN INVESTMENT IN THE FUND IS SUITABLE FOR A
PARTICULAR INVESTOR. PROSPECTIVE SUBSCRIBERS SHOULD REVIEW EXHIBIT C AND
CONSIDER THE HIGHLY SPECULATIVE AND ILLIQUID NATURE OF AN INVESTMENT IN THE FUND
AS WELL AS THE HIGH RISK AND HIGHLY LEVERAGED NATURE OF THE FINANCIAL INSTRUMENT
MARKETS IN DETERMINING WHETHER AN INVESTMENT IN THE FUND IS CONSISTENT WITH
THEIR OVERALL PORTFOLIO OBJECTIVES.

THE SELLING AGENTS

The selling agents -- the broker-dealers who offer the units -- offer the
units on a best efforts basis without any firm underwriting commitment. The
selling agents, including certain foreign dealers who may elect to participate
in the offering, are bound by their respective Selling Agreements with the Fund.

Selling agents receive no commission from the proceeds of the offering.
Instead, they receive from Campbell & Company's brokerage fee an amount up to 4%
of the subscription amount for the units sold.

Selling commissions will not be paid from the proceeds of this offering.
Rather, the selling agents will receive from Campbell & Company, as general
partner, an amount up to 4% of the subscription amount as to any units sold.
Campbell & Company also will pay ongoing payments to the selling agents (or
their assignees) which are registered as "futures commission merchants" or
"introducing brokers" (or obtain such registration prior to commencement of such
ongoing payments) in return for continuing services to the limited partners of
up to 4% per annum of the month-end net asset value of units which remain
outstanding beginning at the end of the thirteenth full month after the units
were sold. Such selling agents may pay all or a portion of such ongoing payments
to account executives who are also registered with the CFTC and have passed all
applicable proficiency requirements.

Selling agents and registered representatives who are not registered with
the CFTC as described above may receive additional selling commissions from
Campbell & Company, paid on the same basis as the ongoing payments, provided
that the total of such additional selling commissions plus the initial 4%
selling commission, salaries, expenses and bonuses of employees of Campbell &
Company engaged in wholesaling activities and per unit offering costs properly
-45-
<PAGE> 55

deemed to constitute costs allocable to the selling agents (such as a selling
brochure, seminar costs and travel expenses) do not exceed 10% of such units'
initial sale price. Such ongoing payments, salaries and bonuses and additional
selling commissions may be deemed to constitute underwriting compensation.

H. Beck, Inc., a registered broker-dealer, solicits other broker-dealers to
become selling agents of the Fund, i.e., it acts as a wholesaler. As such, H.
Beck, Inc. does not act as an "underwriter" or "promoter" as defined in the
Securities Act of 1933 and the regulations thereunder. The selling agents, and
not H. Beck, Inc., have responsibility with respect to the solicitation of
prospective investors, including determination of suitability of such investors.
As compensation for its activities, H. Beck, Inc. receives up to one-fourth of
the selling commissions otherwise payable to the selling agents. In the future,
other broker-dealers may be engaged by the Fund to conduct wholesaling
activities. Certain employees of Campbell & Company will provide wholesaling
services as well and will receive compensation therefor. The maximum annual
aggregate amount of such compensation is estimated at $1,800,000.

Certain of the offering expenses paid by Campbell & Company might be deemed
to constitute costs properly allocated to the accounts of the selling agents.
Such costs will, for example, cover the expenses of producing a selling
brochure, organizing certain seminars and related travel expenses. Such costs
are estimated at approximately $50,000, and in no event shall the aggregate
amount of (i) such costs and (ii) the selling commission exceed 10% of the gross
proceeds of the offering of the units, plus an additional 0.5% of such proceeds
in respect of reimbursement of bona fide due diligence expenses.

Other than as described above, Campbell & Company will pay no person any
commissions or other fees by the Fund in connection with the solicitation of
purchases for units.

Campbell & Company will pay the Fund's offering expenses related to the
continuing offering and the Fund will reimburse Campbell & Company in 30-month
installment periods throughout the continuing offering period. Such
reimbursement, however, will not exceed 2.5% of the aggregate subscriptions
accepted by Campbell & Company as general partner. Organization and offering
expenses related to the Initial Offering are being reimbursed in the same
manner. See "Charges to the Fund -- Offering Expenses."

In the Selling Agreement with each Selling Agent, Campbell & Company has
agreed to indemnify the selling agents against certain liabilities that the
selling agents may incur in connection with the offering and sale of the units,
including liabilities under the Securities Act of 1933, as amended.

SEC. 20. CERTAIN LEGAL MATTERS

Sidley & Austin, New York, New York and Chicago, Illinois will advise
Campbell & Company on all legal matters in connection with the units. In the
future, Sidley & Austin may advise Campbell & Company (and its affiliates) with
respect to its responsibilities as general partner and trading advisor of, and
with respect to, matters relating to the Fund. The statements under "Federal
Income Tax Aspects" have been reviewed by Sidley & Austin. Sidley & Austin has
not represented, nor will it represent, either the Fund or the limited partners
in matters relating to the Fund.

SEC. 21. EXPERTS

The financial statements of the Fund as of December 31, 1997 and 1996, and
for the years ended December 31, 1997, 1996 and 1995, and the balance sheet of
Campbell & Company as of December 31, 1997, included in this prospectus, have
been audited by Arthur F. Bell, Jr. & Associates, L.L.C., independent auditors,
as stated in their reports appearing herein. Such audited statements have been
so included in reliance upon such reports, respectively, given upon the
authority of that firm as experts in auditing and accounting.

The financial statements of the Fund as of September 30, 1998 and for the
three months and nine months ended September 30, 1998 and the balance sheet of
Campbell & Company as of September 30, 1998 are unaudited. In the opinion of
Campbell & Company, such unaudited statements reflect all adjustments which were
of a normal and recurring nature, necessary for a fair presentation of financial
position and results of operations.

-46-
<PAGE> 56

SEC.22. MOST RECENT MONTHLY REPORTS

MONTHLY REPORT -- OCTOBER, 1998 FOR PARTNER #XXXX

CAMPBELL STRATEGIC ALLOCATION FUND, L.P.

<TABLE>
<S> <C>
NAV per unit on 31-Oct-1998...................... $1,668.85
NAV per unit on 30-Sep-1998...................... $1,605.05
Unit Value Monthly Gain (Loss)................... 3.97%
Fund 1998 YTD Gain (Loss)........................ 15.12%
Number of units you own.......................... XXXX
Total value of units you own..................... $XXXXX
</TABLE>

STATEMENT OF CHANGES IN NET ASSET VALUE

<TABLE>
<S> <C>
Net Asset Value (188,916.759) September 30, 1998............ $303,221,636
Additions of 7,680.748 units on October 31, 1998............ 12,818,018
Redemptions of 2,126.408 units on October 31, 1998.......... (3,548,658)
Offering Costs.............................................. (185,312)
Net Income (Loss) -- October, 1998.......................... 12,237,375
Net Asset Value (194,471.099 units) at October 31, 1998..... $324,543,059
============
Net Asset Value per Unit at October 31, 1998................ $ 1,668.85
============
</TABLE>

STATEMENT OF INCOME (LOSS)

<TABLE>
<S> <C>
Income:
Gains (losses) on futures contracts:
Realized.......................................... $ 8,847,588
Change in unrealized.............................. (21,378,512)
Gains (losses) on forward contracts:
Realized.......................................... 0
Change in unrealized.............................. 28,606,820
Interest income........................................ 1,019,085
------------
17,094,981
Expenses:
Brokerage fee.......................................... 2,053,886
Performance fee........................................ 2,758,562
Operating expenses..................................... 45,158
------------
4,857,606
Net Income (Loss) -- October, 1998.......................... $ 12,237,375
============
</TABLE>

To the best of my knowledge and belief, the information contained herein is
accurate and complete.

/s/ THERESA D. LIVESEY
Theresa D. Livesey, Chief Financial
Officer
Campbell & Company, Inc.
General Partner
Campbell Strategic Allocation Fund,
L.P.

Prepared without audit

-47-
<PAGE> 57

SECTION 23. INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
STATEMENTS OF FINANCIAL CONDITION
September 30, 1998 (unaudited) and December 31, 1997
(audited)................................................. 49
STATEMENTS OF OPERATIONS (UNAUDITED)
For the Three Months and Nine Months Ended September 30,
1998 and 1997............................................. 50
STATEMENTS OF CASH FLOWS (UNAUDITED)
For the Nine Months Ended September 30, 1998 and 1997..... 51
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
(UNAUDITED)
For the Nine Months Ended September 30, 1998 and 1997..... 52
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)................... 53
INDEPENDENT AUDITOR'S REPORT................................ 58
STATEMENTS OF FINANCIAL CONDITION
December 31, 1997 and 1996................................ 59
STATEMENTS OF OPERATIONS
For the Years Ended December 31, 1997, 1996 and 1995...... 60
STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1997, 1996 and 1995...... 61
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
For the Years Ended December 31, 1997, 1996 and 1995...... 62
NOTES TO FINANCIAL STATEMENTS............................... 63

CAMPBELL & COMPANY, INC.
BALANCE SHEET
September 30, 1998 (Unaudited)............................ 67
NOTES TO BALANCE SHEET (UNAUDITED).......................... 68
INDEPENDENT AUDITOR'S REPORT................................ 72
BALANCE SHEET
December 31, 1997......................................... 73
NOTES TO BALANCE SHEET...................................... 74
</TABLE>

Schedules are omitted for the reason that they are not required or are not
applicable or that equivalent information has been included in the financial
statements or notes thereto.

-48-
<PAGE> 58

CAMPBELL STRATEGIC ALLOCATION FUND, L.P.

STATEMENTS OF FINANCIAL CONDITION

September 30, 1998 (Unaudited) and December 31, 1997 (Audited)

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1998 1997
------------- ------------
<S> <C> <C>
ASSETS
Equity in broker trading accounts
Cash................................................... $ 13,587,364 $ 17,401,415
United States government securities.................... 161,698,140 37,851,369
Unrealized gain on open futures contracts.............. 31,001,809 8,567,066
------------ ------------
Deposits with broker................................. 206,287,313 63,819,850
Cash and cash equivalents................................. 42,937,986 27,976,771
United States government securities.................... 61,431,244 127,278,890
Unrealized gain (loss) on open forward contracts....... 561,301 1,328,130
------------ ------------
Total assets......................................... $311,217,844 $220,403,641
============ ============
LIABILITIES
Accounts payable.......................................... $ 151,885 $ 165,183
Brokerage fee............................................. 1,951,184 1,354,551
Performance fee........................................... 2,433,709 2,537,134
Offering costs payable.................................... 172,294 122,785
Redemptions payable....................................... 3,282,135 2,629,164
Subscription deposits..................................... 5,001 885,105
------------ ------------
Total liabilities.................................... 7,996,208 7,693,922
------------ ------------
PARTNERS' CAPITAL (NET ASSET VALUE)
General Partner -- 1,976.528 and 1,473.323 units
outstanding at September 30, 1998 and December 31,
1997................................................... 3,172,426 2,135,788
Limited Partners -- 186,940.231 and 145,259.520 units,
outstanding at September 30, 1998 and December 31,
1997................................................... 300,049,210 210,573,931
------------ ------------
Total partners' capital (Net Asset Value)............ 303,221,636 212,709,719
------------ ------------
$311,217,844 $220,403,641
============ ============
</TABLE>

See accompanying notes.
-49-
<PAGE> 59

CAMPBELL STRATEGIC ALLOCATION FUND, L.P.

STATEMENTS OF OPERATIONS

For the Three Months and Nine Months
Ended September 30, 1998 and 1997
(Unaudited)

<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------------- -------------------------
1998 1997 1998 1997
------------ ----------- ----------- -----------
<S> <C> <C> <C> <C>
INCOME
Futures trading gains (losses)
Realized.............................. $ 10,678,426 $ 7,681,453 $26,666,162 $ 6,601,257
Change in unrealized.................. 25,809,659 5,578,925 22,434,743 7,394,147
------------ ----------- ----------- -----------
Gain from futures trading........... 36,488,085 13,260,378 49,100,905 13,995,404
Forward trading gains (losses)
Realized.............................. $(12,651,292) $(2,519,055) $(9,074,793) $ 3,750,785
Change in unrealized.................. 2,611,978 2,512,167 (766,829) (2,383,087)
------------ ----------- ----------- -----------
Gain from forward trading........... (10,039,314) (6,888) (9,841,622) 1,367,698
Interest income.......................... 3,538,612 2,202,151 9,590,250 5,489,916
------------ ----------- ----------- -----------
Total income........................ 29,987,383 15,455,641 48,849,533 20,853,018
------------ ----------- ----------- -----------
EXPENSES
Brokerage fee............................ 5,478,314 3,334,265 14,691,213 8,471,730
Performance fee.......................... 2,440,760 190,283 4,272,499 1,006,667
Operating expenses....................... 123,473 81,110 363,623 283,523
------------ ----------- ----------- -----------
Total expenses...................... 8,042,547 3,605,658 19,327,335 9,761,920
------------ ----------- ----------- -----------
NET INCOME (LOSS)................... $ 21,944,836 $11,849,983 $29,522,198 $11,091,098
============ =========== =========== ===========
NET INCOME (LOSS) PER GENERAL AND LIMITED
PARTNER UNIT
(based on weighted average number of
units outstanding during the period)..... $ 119.62 $ 95.36 $ 116.69 $ 103.66
============ =========== =========== ===========
INCREASE (DECREASE) IN NET ASSET VALUE PER
GENERAL AND LIMITED PARTNER UNIT......... $ 114.62 $ 95.50 $ 95.50 $ 92.35
============ =========== =========== ===========
</TABLE>

See accompanying notes.
-50-
<PAGE> 60

CAMPBELL STRATEGIC ALLOCATION FUND, L.P.

STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 1998 and 1997
(Unaudited)

<TABLE>
<CAPTION>
1998 1997
------------ ------------
<S> <C> <C>
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES
Net income................................................ $ 29,522,198 $ 11,091,098
Adjustments to reconcile net income (loss) to net cash
from operating activities
Net change in unrealize................................ (21,667,914) (5,011,060)
Increase (decrease) in accounts payable and accrued
expenses............................................. 479,910 (1,418,336)
Net (purchases) maturities of investments in United States
government and agency securities....................... (57,999,125) (52,555,130)
------------ ------------
Net cash from (for) investing activities............. (86,021,413) (54,748,059)
------------ ------------
Net cash for operating activities.................... (49,664,931) (47,893,428)
------------ ------------
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Addition of units......................................... 79,121,049 71,473,031
Increase (decrease) in subscription deposits.............. (880,104) 424,279
Redemption of units....................................... (16,737,755) (4,683,099)
Decrease in redemptions payable........................... 652,971 21,671
Offering costs charged.................................... (1,393,575) (804,095)
Increase in offering costs payable........................ 49,509 47,944
------------ ------------
Net cash from financing activities................... 60,812,095 66,479,731
------------ ------------
Net increase in cash and cash equivalents................... 11,147,164 18,586,303
CASH AND CASH EQUIVALENTS
Beginning of period....................................... 45,378,186 62,885,065
------------ ------------
End of period............................................. $ 56,525,350 $ 81,471,368
============ ============
End of period cash & cash equivalents consist of:
Cash in broker trading accounts........................... $ 13,587,364 $ 15,174,547
Cash and cash equivalents................................. 42,937,986 66,296,821
------------ ------------
Total end of period cash and cash equivalents........ $ 56,525,350 $ 81,471,368
============ ============
</TABLE>

See accompanying notes.
-51-
<PAGE> 61

CAMPBELL STRATEGIC ALLOCATION FUND, L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)

For the Nine Months Ended September 30, 1998 and 1997
(Unaudited)

<TABLE>
<CAPTION>
PARTNERS' CAPITAL
--------------------------------------------------------------------------------
GENERAL LIMITED TOTAL
---------------------- -------------------------- --------------------------
UNITS AMOUNT UNITS AMOUNT UNITS AMOUNT
--------- ---------- ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
NINE MONTHS ENDED
SEPTEMBER 30, 1998
Balances at December
31, 1997........... 1,473.323 $2,135,788 145,259.520 $210,573,931 146,732.843 $212,709,719
Additions............ 503.205 750,000 52,812.331 78,371,049 53,315.536 79,121,049
Net income for the
nine months ended
September 30,
1998............... 300,849 29,221,349 29,522,198
Redemptions.......... 0.000 0 (11,131.62) (16,737,755) (11,131.62) (16,737,755)
Offering costs....... (14,211) (1,379,364) (1,393,575)
--------- ---------- ----------- ------------ ----------- ------------
Balances at September
30, 1998........... 1,976.528 $3,172,426 186,940.231 $300,049,210 188,916.759 $303,221,636
========= ========== =========== ============ =========== ============
NINE MONTHS ENDED
SEPTEMBER 30, 1997
Balances at December
31, 1996........... 885.938 $1,123,514 84,069.060 $106,613,289 84,954.998 $107,736,803
Additions............ 480.775 630,000 53,996.40 70,843,031 54,477.175 71,473,031
Net loss for the nine
months ended
September 30,
1997............... 114,114 10,976,984 11,091,098
Redemptions.......... 0.000 0 (3,591.010) (4,683,099) (3,591.010) (4,683,099)
Offering costs....... (8,201) (795,894) (804,095)
--------- ---------- ----------- ------------ ----------- ------------
Balances at September
30, 1997........... 1,366.713 $1,859,427 134,474.450 $182,954,311 135,841.163 $184,813,738
========= ========== =========== ============ =========== ============
</TABLE>

<TABLE>
<CAPTION>
NET ASSET VALUE PER UNIT
----------------------------------------------------------------------------------------------------
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30, DECEMBER 31,
1998 1997 1997 1996
------------- ------------ ------------- ------------
<S> <C> <C> <C>
$1,605.05 $1,449.64 $1,360.51 $1,268.16
========= ========= ========= =========
</TABLE>

See accompanying notes.
-52-
<PAGE> 62

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.

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. Transactions are
accounted for on the trade date. Gains or losses are realized when
contracts are liquidated. Unrealized gain or losses 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.

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, 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.

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 $6,924,926 through September 30, 1998, $3,451,471 of which has
already been reimbursed to the General Partner by the Partnership. At
September 30, 1998, the Partnership reflects a liability in the
statement of financial condition for offering costs payable to the
General Partner of $172,294. 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.

-53-
<PAGE> 63
CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(Unaudited)

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES --
(CONTINUED)
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.

H. Reclassification

Certain amounts in the 1997 financial statements were reclassified to
conform with the 1998 presentation.

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.

The Partnership pays a monthly brokerage fee equal to 1/12 of 7.7% (7.7%
annualized) of month-end net assets. The General Partner receives 7% of this
7.7% fee, a portion (4%) of which is used to compensate selling agents for
ongoing services rendered and a portion (3%) of which is retained by the General
Partner for trading and management services rendered. The remainder of the
brokerage fee (0.7%) is paid directly to the broker. During the nine months
ended September 30, 1998 and 1997, the amounts paid directly to the broker
amounted to $1,335,565 and $1,019,762 respectively.

The General Partner is also paid a quarterly performance fee of 20% of the
Partnership's aggregate cumulative appreciation in the Net Assets 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.

-54-
<PAGE> 64
CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(Unaudited)

NOTE 4. OPERATING EXPENSES

Operating expenses of the Partnership are limited by the Amended Agreement
of Limited Partnership to 0.5% per year of the average month-end Net Asset Value
of the Partnership. Actual operating expenses were less than 0.5% (annualized)
for the nine months ended September 30, 1998 and 1997.

NOTE 5. SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS

Investments in the Partnership are made by subscription agreement, subject
to acceptance by the General Partner. As of September 30, 1998 and December 31,
1997 amounts received by the Partnership by prospective limited partners who
have not yet been admitted to the Partnership by the General Partner amount to
$5,001 and $885,105, 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.
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 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 September 30,
1998 and December 31, 1997 was $223,129,384 and $110,574,485, respectively,
which equals 74% and 52% of the Fund's Net Assets, 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
financial institutions. In the event of a financial institution's insolvency,
recovery of Partnership assets on deposit may be limited to

-55-
<PAGE> 65
CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(Unaudited)

NOTE 6. TRADING ACTIVITIES AND RELATED RISKS -- (CONTINUED)
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 nine months ended September 30, 1998 and 1997 and the related fair values as
of September 30, 1998 and December 31, 1997 are as follows:

<TABLE>
<CAPTION>
AVERAGE FAIR VALUE FOR
------------------------
NINE MONTHS ENDED FAIR VALUE AS OF
SEPTEMBER 30, --------------------------
------------------------ SEPTEMBER 30, DECEMBER
1998 1997 1998 31, 1997
----------- ---------- ------------- ----------
<S> <C> <C> <C> <C>
Futures Contracts..................... $10,357,000 $3,391,000 $31,002,000 $8,567,000
Forward Contract...................... (757,000) (265,000) 561,000 1,328,000
</TABLE>

Net trading results from futures contracts are reflected in the statement
of operations and equal gain from futures trading less the portion of the
brokerage fee paid directly to the broker. Net trading results from forward
contracts are reflected in the statement of operations as gain from forward
trading. 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; as of September 30,
1998, the latest maturity date for both open futures and forward contracts is
December 1998. However, the Partnership intends to close all contracts prior to
maturity. At September 30, 1998 and December 31, 1997, the notional amount of
open contracts is as follows:

<TABLE>
<CAPTION>
SEPTEMBER 30, 1998 DECEMBER 31, 1997
------------------------------- -------------------------------
CONTRACTS TO CONTRACTS TO CONTRACTS TO CONTRACTS TO
PURCHASE SELL PURCHASE SELL
-------------- -------------- -------------- --------------
<S> <C> <C> <C> <C>
Futures contracts (exchange
traded):
- Long-term interest rates...... $1,133,800,000 $ 0 $ 759,600,000 $ 0
- Short-term interest rates..... 356,100,000 0 485,700,000 437,100,000
- Stock indices................. 0 70,200,000 21,000,000 13,000,000
- Softs/Fibers.................. 0 3,400,000 2,500,000 1,000,000
- Grains........................ 20,000 34,500,000 0 2,200,000
- Meats......................... 0 200,000 0 400,000
- Metals........................ 21,800,0000 33,000,000 2,800,000 32,400,000
- Energy........................ 48,700,000 0 0 49,600,000

Forward contracts (non-exchange
traded):
- Currencies.................... 1,184,600,000 889,100,000 284,900,000 472,800,000
-------------- -------------- -------------- --------------
$2,745,020,000 $1,030,400,000 $1,556,500,000 $1,008,500,000
============== ============== ============== ==============
</TABLE>

-56-
<PAGE> 66
CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(Unaudited)

NOTE 6. TRADING ACTIVITIES AND RELATED RISKS -- (CONTINUED)
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.

NOTE 7. INTERIM FINANCIAL STATEMENTS

The Statement of Financial Condition as of September 30, 1998, the
Statements of Operations for the three months and nine months ended September
30, 1998 and 1997, the Statements of Cash Flows for the nine months ended
September 30, 1998 and 1997 and the Statements of Changes in Partners' Capital
(Net Asset Value) for the nine months ended September 30, 1998 and 1997 are
unaudited. In the opinion of management, such financial statements reflect all
adjustments, which were of a normal and recurring nature, necessary for a fair
presentation of financial position as of September 30, 1998 and the results of
operations for the three months and nine months ended September 30, 1998 and
1997.

-57-
<PAGE> 67

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, 1997 and 1996, and
the related statements of operations, cash flows and changes in partners'
capital (net asset value) for the years ended December 31, 1997, 1996 and 1995.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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, 1997 and 1996, and the results of its
operations, cash flows and the changes in its net asset values for the years
ended December 31, 1997, 1996 and 1995, in conformity with generally accepted
accounting principles.

ARTHUR F. BELL, JR. & ASSOCIATES, L.L.C.

Lutherville, Maryland
February 13, 1998

-58-
<PAGE> 68

CAMPBELL STRATEGIC ALLOCATION FUND, L.P.

STATEMENTS OF FINANCIAL CONDITION

December 31, 1997 and 1996

<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
ASSETS
Equity in broker trading accounts
Cash................................................... $ 17,401,415 $ 15,907,914
United States government securities.................... 37,851,369 10,583,946
Unrealized gain on open futures contracts.............. 8,567,066 304,907
------------ ------------
Deposits with broker................................. 63,819,850 26,796,767
Cash and cash equivalents................................. 27,976,771 46,977,151
United States government and agency securities......... 127,278,890 35,925,168
Unrealized gain on open forward contracts.............. 1,328,130 1,667,873
------------ ------------
Total assets......................................... $220,403,641 $111,366,959
============ ============
LIABILITIES
Accounts payable.......................................... $ 165,183 $ 117,865
Brokerage fee............................................. 1,354,551 662,993
Performance fee........................................... 2,537,134 2,082,519
Offering costs payable.................................... 122,785 56,627
Redemptions payable....................................... 2,629,164 577,116
Subscription deposits..................................... 885,105 133,036
------------ ------------
Total liabilities.................................... 7,693,922 3,630,156
------------ ------------
PARTNERS' CAPITAL (NET ASSET VALUE)
General Partner -- 1,473.323 and 885.938 units outstanding
at December 31, 1997 and 1996.......................... 2,135,788 1,123,514
Limited partners -- 145,259.520 and 84,069.060 units
outstanding at December 31, 1997 and 1996.............. 210,573,931 106,613,289
------------ ------------
Total partners' capital (Net Asset Value)............ 212,709,719 107,736,803
------------ ------------
$220,403,641 $111,366,959
============ ============
</TABLE>

See accompanying notes.
-59-
<PAGE> 69

CAMPBELL STRATEGIC ALLOCATION FUND, L.P.

STATEMENTS OF OPERATIONS

For the Years Ended December 31, 1997, 1996 and 1995

<TABLE>
<CAPTION>
1997 1996 1995
----------- ----------- ----------
<S> <C> <C> <C>
INCOME
Futures trading gains (losses)
Realized............................................ $16,927,642 $18,780,574 $ (670,105)
Change in unrealized................................ 8,262,159 (2,493,831) 2,673,293
----------- ----------- ----------
Gain from futures trading......................... 25,189,801 16,286,743 2,003,188
Forward trading gains (losses)
Realized............................................ $ 7,406,539 $ 5,203,452 $2,430,507
Change in unrealized................................ (339,743) 1,895,170 (19,180)
----------- ----------- ----------
Gain from forward trading......................... 7,066,796 7,098,622 2,411,327
Interest income........................................ 7,977,840 3,238,486 1,786,353
----------- ----------- ----------
Total income...................................... 40,234,437 26,623,851 6,200,868
----------- ----------- ----------
EXPENSES
Brokerage fee.......................................... 12,288,681 5,209,726 2,536,004
Performance fee........................................ 3,565,668 2,121,981 0
Operating expenses..................................... 368,925 234,090 155,631
----------- ----------- ----------
Total expenses.................................... 16,223,274 7,565,797 2,691,635
----------- ----------- ----------
NET INCOME........................................ $24,011,163 $19,058,054 $3,509,233
=========== =========== ==========
NET INCOME PER GENERAL AND LIMITED PARTNER UNIT
(based on weighted average number of units outstanding
during the year)....................................... $ 208.78 $ 327.00 $ 103.74
=========== =========== ==========
INCREASE IN NET ASSET VALUE PER GENERAL AND LIMITED
PARTNER UNIT........................................... $ 181.48 $ 296.12 $ 88.27
=========== =========== ==========
</TABLE>

See accompanying notes.
-60-
<PAGE> 70

CAMPBELL STRATEGIC ALLOCATION FUND, L.P.

STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 1997, 1996 and 1995

<TABLE>
<CAPTION>
1997 1996 1995
------------- ------------ -----------
<S> <C> <C> <C>
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES
Net income....................................... $ 24,011,163 $ 19,058,054 $ 3,509,233
Adjustments to reconcile net income to net cash
from operating activities
Net change in unrealized...................... (7,922,416) 598,661 (2,654,113)
Increase in accounts payable and accrued
expenses.................................... 1,193,491 2,530,672 190,151
Net (purchases) maturities of investments in
United States government and agency
securities.................................... (118,621,145) (36,318,412) 8,112,415
------------- ------------ -----------
Net cash from (for) operating
activities............................. (101,338,907) (14,131,025) 9,157,686
------------- ------------ -----------
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES
Addition of units................................ 96,000,283 52,969,550 27,182,425
Increase (decrease) in subscription deposits..... 752,069 102,882 (222,071)
Redemption of units.............................. (13,866,080) (8,743,067) (5,885,426)
Increase (decrease) in redemptions payable....... 2,052,048 (440,891) 963,172
Offering costs charged........................... (1,172,450) (621,268) (332,094)
Increase in offering costs payable............... 66,158 19,440 20,557
------------- ------------ -----------
Net cash from (for) financing
activities............................. 83,832,028 43,286,646 21,726,563
------------- ------------ -----------
Net increase (decrease) in cash and cash
equivalents...................................... (17,506,879) 29,155,621 30,884,249
CASH AND CASH EQUIVALENTS
Beginning of year................................ 62,885,065 33,729,444 2,845,195
------------- ------------ -----------
End of year...................................... $ 45,378,186 $ 62,885,065 $33,729,444
============= ============ ===========
End of year cash and cash equivalents consists of:
Cash in broker trading accounts.................. $ 17,401,415 $ 15,907,914 $ 1,238,207
Cash and cash equivalents........................ 27,976,771 46,977,151 32,491,237
------------- ------------ -----------
Total end of year cash and cash
equivalents............................ $ 45,378,186 $ 62,885,065 $33,729,444
============= ============ ===========
</TABLE>

See accompanying notes.
-61-
<PAGE> 71

CAMPBELL STRATEGIC ALLOCATION FUND, L.P.

STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)

For the Years Ended December 31, 1997, 1996 and 1995

<TABLE>
<CAPTION>
PARTNERS' CAPITAL
--------------------------------------------------------------------------------
GENERAL LIMITED TOTAL
---------------------- -------------------------- --------------------------
UNITS AMOUNT UNITS AMOUNT UNITS AMOUNT
--------- ---------- ----------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
Balances at December 31,
1994..................... 253.300 $ 223,859 23,055.320 $ 20,375,537 23,308.620 $ 20,599,396
Net income for the year
ended December 31,
1995..................... 33,569 3,475,664 3,509,233
Additions.................. 218.922 205,000 29,148.037 26,977,425 29,366.959 27,182,425
Redemptions................ 0.000 0 (6,305.463) (5,885,426) (6,305.463) (5,885,426)
Offering costs............. (3,410) (328,684) (332,094)
--------- ---------- ----------- ------------ ----------- ------------
Balances at December 31,
1995..................... 472.222 459,018 45,897.894 44,614,516 46,370.116 45,073,534
Net income for the year
ended December 31,
1996..................... 190,771 18,867,283 19,058,054
Additions.................. 413.716 480,000 46,205.096 52,489,550 46,618.812 52,969,550
Redemptions................ 0.000 0 (8,033.930) (8,743,067) (8,033.930) (8,743,067)
Offering costs............. (6,275) (614,993) (621,268)
--------- ---------- ----------- ------------ ----------- ------------
Balances at December 31,
1996..................... 885.938 1,123,514 84,069.060 106,613,289 84,954.998 107,736,803
Net income for the year
ended December 31,
1997..................... 244,185 23,766,978 24,011,163
Additions.................. 587.385 780,007 71,325.080 95,220,276 71,912.465 96,000,283
Redemptions................ 0.000 0 (10,134.620) (13,866,080) (10,134.620) (13,866,080)
Offering costs............. (11,918) (1,160,532) (1,172,450)
--------- ---------- ----------- ------------ ----------- ------------
Balances at December 31,
1997..................... 1,473.323 $2,135,788 145,259.520 $210,573,931 146,732.843 $212,709,719
========= ========== =========== ============ =========== ============
</TABLE>

<TABLE>
<CAPTION>
NET ASSET VALUE PER
GENERAL AND LIMITED PARTNER UNIT
--------------------------------------------------------
DECEMBER 31,
--------------------------------------------------------
1997 1996 1995
--------- --------- --------
<S> <C> <C>
$1,449.64 $1,268.16 $972.04
========= ========= =======
</TABLE>

See accompanying notes.
-62-
<PAGE> 72

CAMPBELL STRATEGIC ALLOCATION FUND, L.P.

NOTES TO FINANCIAL STATEMENTS
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.

B. Regulation

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. 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 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.

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, other demand deposits and
short-term time deposits held at 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.

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 $5,196,390 through December 31, 1997, $2,107,405 of which has
already been reimbursed to the General Partner by the Partnership. At
December 31, 1997, the Partnership reflects a liability in the statement
of financial condition for offering costs payable to the General Partner
of $122,785. 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 30 month
pay-out schedules. 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

-63-
<PAGE> 73
CAMPBELL STRATEGIC ALLOCATION FUND, L.P.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES --
(CONTINUED)
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

H. Reclassification

Certain amounts in the 1996 and 1995 financial statements were
reclassified to conform with the 1997 presentation.

NOTE 2. GENERAL PARTNER AND COMMODITY TRADING ADVISOR

Commencing September 1, 1997, the Partnership pays a monthly brokerage fee
equal to 1/12 of 7.7% (7.7% annualized) of month-end net assets. The General
Partner receives 7% of this 7.7% fee, a portion (4%) of which is used to
compensate selling agents for ongoing services rendered and a portion (3%) of
which is retained by the General Partner for trading and management services
rendered. The remainder of the brokerage fee (0.7%) is paid directly to the
broker. Prior to September 1, 1997, the monthly brokerage fee was equal to 1/12
of 8% (8% annualized) of month-end net assets, with the amount paid directly to
the broker equal to 1/12 of 1% (1% annualized) of month-end net assets. During
1997, 1996 and 1995, the amounts paid directly to the broker amounted to
$1,366,757, $651,216 and $317,000, 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

-64-
<PAGE> 74
CAMPBELL STRATEGIC ALLOCATION FUND, L.P.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

NOTE 4. OPERATING EXPENSES

Operating expenses of the Partnership are limited by the Amended Agreement
of Limited Partnership to 0.5% per year of the average month-end Net Asset Value
of the Partnership. Actual operating expenses were less than 0.5% of average
month-end Net Asset Value for the years ended December 31, 1997, 1996 and 1995.

NOTE 5. SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS

Investments in the Partnership are made by subscription agreement, subject
to acceptance by the General Partner. As of December 31, 1997 and 1996, amounts
received by the Partnership by prospective limited partners who have not yet
been admitted to the Partnership by the General Partner total $885,105 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, 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 amount of required margin and good faith deposits with the broker 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 December 31,
1997 and 1996 was $110,574,485 and $13,763,550, respectively, which equals 52%
and 13% of Net Asset Value, respectively.

-65-
<PAGE> 75
CAMPBELL STRATEGIC ALLOCATION FUND, L.P.

NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)

The fair value of derivatives represents unrealized gains and losses on
open futures and forward contracts. The average fair value of derivatives during
1997, 1996 and 1995, and the related fair values as of December 31, 1997 and
1996 are as follows:

<TABLE>
<CAPTION>
FAIR VALUE AS OF
AVERAGE FAIR VALUE DECEMBER 31,
---------------------------------- -----------------------
1997 1996 1995 1997 1996
---------- ---------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Futures contracts..................... $4,110,000 $3,280,000 $430,000 $8,567,000 $ 305,000
Forward contracts..................... 70,000 1,570,000 400,000 1,328,000 1,668,000
</TABLE>

Open contracts generally mature within three months; as of December 31,
1997, the latest maturity date for both open futures and forward contracts is
March 1998. However, the Partnership intends to close all contracts prior to
maturity. At December 31, 1997 and 1996, the notional amount of open contracts
is as follows:

<TABLE>
<CAPTION>
1997 1996
------------------------------- ---------------------------
CONTRACTS TO CONTRACTS TO CONTRACTS TO CONTRACTS TO
PURCHASE SELL PURCHASE SELL
-------------- -------------- ------------ ------------
<S> <C> <C> <C> <C>
Futures contracts (exchange traded):
- Long-term interest rates......... $ 759,600,000 $ 0 $154,000,000 $118,100,000
- Short-term interest rates........ 485,700,000 437,100,000 134,200,000 0
- Currencies....................... 0 0 11,400,000 21,200,000
- Stock indices.................... 21,000,000 13,000,000 600,000 12,200,000
- Softs/Fibers..................... 2,500,000 1,000,000 1,000,000 0
- Grains........................... 0 2,200,000 0 0
- Meats............................ 0 400,000 400,000 0
- Metals........................... 2,800,000 32,400,000 16,500,000 9,300,000
- Energy........................... 0 49,600,000 18,300,000 0

Forward contracts (non-exchange
traded):
- Currencies....................... 284,900,000 472,800,000 119,900,000 155,700,000
-------------- -------------- ------------ ------------
$1,556,500,000 $1,008,500,000 $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.

-66-
<PAGE> 76

CAMPBELL & COMPANY, INC.

BALANCE SHEET

September 30, 1998 (Unaudited)

<S> <C>
ASSETS
Current assets
Cash and cash equivalents.............................. $ 8,908,894
Accounts receivable
Advisory and performance fees........................ 14,755,429
Receivable from Campbell Strategic Allocation Fund,
L.P................................................. 1,185,896
Other receivables...................................... 140,338
-----------
Total current assets.............................. 24,990,557
-----------
Property and equipment
Furniture and office equipment......................... 1,746,538
Leasehold improvements................................. 134,363
-----------
1,880,901
Less accumulated depreciation and amortization......... (947,320)
-----------
Total property and equipment...................... 933,581
-----------
Other assets
Cash surrender value of life insurance, net of policy
loan of $149,678...................................... 56,624
Investments in commodity pools......................... 4,740,314
Other.................................................. 3,690,922
-----------
Total assets...................................... $34,411,998
===========
LIABILITIES
Accounts payable and accrued expenses.................. $ 8,700,947
Subordinated debt...................................... 4,921,778
-----------
Total liabilities................................. 13,622,725
-----------
STOCKHOLDERS' EQUITY
Capital stock
Class A voting, no par, $100 stated value; 2,500 shares
authorized; 105 shares outstanding.................... 10,500
Additional paid-in capital............................. 46,668
Retained earnings...................................... 20,732,105
-----------
20,789,273
-----------
Total liabilities and stockholders' equity........ $34,411,998
===========
</TABLE>

THE INVESTOR WILL NOT RECEIVE ANY INTEREST IN THIS COMPANY.

See accompanying notes.
-67-
<PAGE> 77

CAMPBELL & COMPANY, INC.

NOTES TO BALANCE SHEET
(UNAUDITED)

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. General

Campbell and Company, Inc. (the Company) earns fees as a Commodity
Trading Advisor registered with and 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. It is also subject to the rules of the National Futures
Association, an industry self-regulatory organization.

The Company's balance sheet is presented in accordance with generally
accepted accounting principles. The preparation of the balance sheet in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the balance sheet. Actual results could
differ from those estimates, and such differences may be material to the
balance sheet.

B. Cash and Cash Equivalents

Cash and cash equivalents consist of cash and investments readily
convertible into cash. The Company maintains its cash and cash
equivalents with primarily one financial institution. At times, the
balance on deposit may be in excess of available insurance.

C. Revenue Recognition

Advisory fees accrue monthly based on a percentage of assets under
management. Performance fees may be earned by achieving defined
performance objectives. Performance fees, if any, are accrued when the
conditions of the performance fee agreement are satisfied.

D. Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization
is provided for over the estimated useful lives of the assets using
straight-line and accelerated methods. Such lives range from 3 to 39
years.

E. Investments in Commodity Pools

Investments in commodity pools are carried at their reported net asset
values at the balance sheet date.

F. Income Taxes

The Company has elected S corporation status, pursuant to which the
Company does not pay U.S. or Maryland income taxes. The Company is
subject to state income taxes in certain states in which it conducts
business and adequate provision for such is provided for in the balance
sheet. The Company's taxable income is taxable to the stockholders on an
individual basis.

NOTE 2. INVESTMENTS IN COMMODITY POOLS

Investments in commodity pools consists of the following at September 30,
1998:

<TABLE>
<S> <C>
Campbell Strategic Allocation Fund, L.P. ................... $3,172,427
SB Campbell Financial, Metals & Energy Fund plc............. 1,312,950
Campbell Financial Futures Fund Limited Partnership......... 229,631
The Campbell Fund Trust..................................... 25,306
----------
Total.................................................. $4,740,314
==========
</TABLE>

-68-
<PAGE> 78
CAMPBELL & COMPANY, INC.

NOTES TO BALANCE SHEET -- (CONTINUED)

NOTE 2. INVESTMENTS IN COMMODITY POOLS -- (CONTINUED)
In addition to its investment in these commodity pools, the Company has
General Partner or Managing Operator responsibilities with regards to the
following:

Campbell Strategic Allocation Fund, L.P.

The Company is the General Partner and trading manager of Campbell
Strategic Allocation Fund, L.P. (Strategic). As General Partner, the Company
receives from Strategic a monthly brokerage fee and quarterly performance fee.

Summarized financial information with respect to Strategic as of and for
the nine months ended September 30, 1998 is as follows:

<TABLE>
<S> <C>
BALANCE SHEET DATA
Assets.................................................... $311,217,844
Liabilities............................................... (7,996,208)
------------
Net Asset Value........................................ $303,221,636
============
OPERATING DATA
Total income.............................................. $ 48,849,533
Total expense............................................. 19,327,335
------------
Net income............................................. $ 29,522,198
============
General Partner income allocation........................... $ 286,638
============
</TABLE>

The Company has committed to maintaining an investment in Strategic equal
to at least 1% of the net aggregate capital contributions of all partners. The
extent of this commitment is dependent on the subscriptions Strategic receives
during the continuing offering period provided for in Strategic's prospectus.
The Company, as General Partner, has contributed capital of $2,467,000 to
Strategic. The Company is further bound by Strategic's Amended Agreement of
Limited Partnership to maintain net worth equal to at least 5% of the capital
contributed by all the limited partnerships for which the Company acts as
General Partner. 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.

As General Partner, the Company has incurred costs in connection with
Strategic's initial and continuous offerings. The Company reflects a receivable
as of September 30, 1998 of $172,294 from Strategic for offering costs due to be
reimbursed as of said date. This amount is included in Receivable from Campbell
Strategic Allocation Fund, L.P. in the balance sheet. The remaining offering
costs of $2,367,053 as of September 30, 1998 are included in Other assets in the
balance sheet. It is carried on the Company's books as an asset, because of the
probable future economic benefit to be obtained from the eventual receipt from
Strategic of these reimbursements, even though Strategic is not liable for this
amount at the current time. The Company recognizes the newly recalculated amount
due from Strategic each month as a receivable, which reduces the balance
remaining as an Other asset. The Company analyzes the value of the remaining
Other asset on its balance sheet on a quarterly basis to ensure that the
carrying value is an accurate estimate of what the Company can expect to receive
out of the asset over time.

The Company also pays, up-front, a 4% commission to selling agents for
Strategic. The Company is then reimbursed by Strategic for this cost, over
twelve months, through a brokerage fee which is based on the monthly net asset
value of Strategic. As of September 30, 1998, $1,366,393 in selling agent

-69-
<PAGE> 79
CAMPBELL & COMPANY, INC.

NOTES TO BALANCE SHEET -- (CONTINUED)

NOTE 2. INVESTMENTS IN COMMODITY POOLS -- (CONTINUED)
commissions are subject to future reimbursement, of which $1,013,602 is included
in Receivable from Campbell Strategic Allocation Fund, L.P. and $352,791 is
included in Other assets in the balance sheet.

In the event Strategic terminates prior to the completion of any
reimbursement of the above costs, the Company will not be entitled to any
additional reimbursement from Strategic.

Campbell Financial Futures Fund Limited Partnership

The Company also acts as a Co-General Partner in Campbell Financial Futures
Fund Limited Partnership (Financial Futures).

Summarized financial information with respect to Financial Futures as of
and for the nine months ended September 30, 1998 is as follows:

<TABLE>
<S> <C>
BALANCE SHEET DATA
Assets.................................................... $ 3,016,736
Liabilities............................................... (211,574)
-----------
Net Asset Value........................................ $ 2,805,162
===========
OPERATING DATA
Total income.............................................. $ 1,796,308
Total expense............................................. (445,134)
-----------
Net income............................................. $ 1,351,174
===========
General Partner income allocation........................... $ 37,220
===========
</TABLE>

The Campbell Fund Trust

The Company is the Managing Operator of The Campbell Fund Trust (the
Trust). The Trustee of the Trust has delegated to the Managing Operator all of
the power and authority to manage the business affairs of the Trust.

NOTE 3. TRADING ACTIVITIES AND RELATED RISKS

The commodity pools for which the Company is either the sole General
Partner, Co-General Partner or Managing Operator engage 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. These
commodity pools are 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 commodity pools also trade forward contracts in unregulated markets between
principals and assume the risk of loss from counterparty nonperformance.

-70-
<PAGE> 80
CAMPBELL & COMPANY, INC.

NOTES TO BALANCE SHEET -- (CONTINUED)

NOTE 3. TRADING ACTIVITIES AND RELATED RISKS -- (CONTINUED)
For derivatives, risks arise from changes in the market value of the
contracts. Theoretically, the commodity pools and the Company, as General
Partner or Managing Operator, are exposed to a market risk equal to the value of
derivatives purchased and unlimited liability on derivatives sold short.

The average fair value of derivatives held by the partnerships and the
trust during the nine months ended September 30, 1998 was approximately
$3,422,789 and the related period end fair value was approximately $32,924,282.

At September 30, 1998, the notional amount of contracts acquired by the
partnerships and the trust to purchase totaled approximately $2,886,348,491 and
the notional amount of such contracts to sell totaled approximately
$1,077,227,131. These amounts do not represent the partnerships' and the trust's
risk of loss due to market and credit risk, but rather represent the extent of
their involvement in derivatives at the balance sheet date.

The Company has established procedures to actively monitor and minimize
market and credit risks.

NOTE 4. SUBORDINATED DEBT

The Company entered into a working capital agreement with the stockholders
of the Company in February, 1997. The agreement provides for the issuance of
unsecured notes to the Company which allows for their subordination to any
future borrowings of the Company. Interest on any notes issued in accordance
with the agreement is payable annually at a rate of 8.0%. Any unpaid principal
balance is due on the tenth anniversary date of the commencement date of each
note, or five years after a stockholder (a noteholder) ceases to be in the
employ of the Company, whichever pay period is less. At September 30, 1998,
$4,921,778, including accrued interest, was outstanding under this agreement.

NOTE 5. LEASE OBLIGATION

The Company leases office facilities under an agreement which provides for
minimum base annual rentals plus a proportionate share of operating expenses.
The lease expires September 30, 2008. The Company has the option to renew the
lease for an additional 60 months. Minimum base annual rentals through the
original lease term are as follows:

<TABLE>
<CAPTION>
TWELVE MONTHS ENDING SEPTEMBER 30,
----------------------------------
<S> <C>
1999.................................................... $ 272,140
2000.................................................... 277,583
2001.................................................... 283,162
2002.................................................... 288,877
2003.................................................... 294,591
Thereafter.............................................. 1,563,444
----------
Total base annual rentals.......................... $2,979,797
==========
</TABLE>

The Company has provided the landlord with a $23,000 irrevocable letter of
credit in lieu of a security deposit relating to this lease.

NOTE 6. PROFIT SHARING PLAN

The Company has established a qualified 401(k) savings and profit sharing
plan (the Plan) for the benefit of its employees. The Company is the plan
administrator and certain Company employees are trustees of the Plan. Under
terms of the Plan, employees may elect to defer a portion of their compensation.
The Company matches employee contributions up to a maximum of 3.75% of the
employees' compensation. The Company may also make optional additional
contributions to the Plan.

-71-
<PAGE> 81

INDEPENDENT AUDITOR'S REPORT

To the Stockholders and Board of Directors
Campbell & Company, Inc.

We have audited the accompanying balance sheet of Campbell & Company, Inc.
as of December 31, 1997. This financial statement is the responsibility of the
Company's management. Our responsibility is to express an opinion on this
financial statement based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall balance sheet presentation. We
believe that our audit of the balance sheet provides a reasonable basis for our
opinion.

In our opinion, the balance sheet referred to above presents fairly, in all
material respects, the financial position of Campbell & Company, Inc. as of
December 31, 1997, in conformity with generally accepted accounting principles.

ARTHUR F. BELL, JR. & ASSOCIATES, L.L.C.

Lutherville, Maryland
February 25, 1998

-72-
<PAGE> 82

CAMPBELL & COMPANY, INC.

BALANCE SHEET

December 31, 1997

<S> <C>
ASSETS
Current assets
Cash and cash equivalents.............................. $ 6,638,947
Accounts receivable
Advisory and performance fees........................ 11,390,843
Receivable from Campbell Strategic
Allocation Fund, L.P.............................. 826,413
Other receivables.................................... 226,953
-----------
Total current assets.............................. 19,083,156
-----------
Property and equipment
Furniture and office equipment......................... 1,117,474
Leasehold improvements................................. 85,434
-----------
1,202,908
Less accumulated depreciation and amortization......... (805,881)
-----------
Total property and equipment...................... 397,027
-----------
Other assets
Cash surrender value of life insurance, net of policy
loans of $149,678..................................... 56,624
Investments in commodity pools......................... 3,860,745
Other.................................................. 4,915,964
-----------
Total assets...................................... $28,313,516
===========
LIABILITIES
Current liabilities
Accounts payable and accrued expenses.................. $ 7,304,311
Subordinated debt......................................... 3,315,232
-----------
Total liabilities................................. 10,619,543
-----------
STOCKHOLDERS' EQUITY
Capital stock
Class A voting, no par, $100 stated value; 2,500 shares
authorized; 105 shares outstanding.................... 10,500
Additional paid-in capital............................. 46,668
Retained earnings...................................... 17,636,805
-----------
Total stockholders' equity........................ 17,693,973
-----------
Total liabilities and stockholders' equity........ $28,313,516
===========
</TABLE>

THE INVESTOR WILL NOT RECEIVE ANY INTEREST IN THIS COMPANY

See accompanying notes.
-73-
<PAGE> 83

CAMPBELL & COMPANY, INC.

NOTES TO BALANCE SHEET

NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. General

B. Cash and Cash Equivalents

C. Revenue Recognition

Advisory fees accrue monthly based on a percentage of assets under
management. Performance fees may be earned by achieving defined
performance objectives. Performance fees are accrued when the conditions
of the performance fee agreement are satisfied.

D. Property and Equipment

E. Investments in Commodity Pools

Investments in commodity pools are carried at their reported net asset
values at the balance sheet date.

F. Income Taxes

NOTE 2. INVESTMENTS IN COMMODITY POOLS

Investments in commodity pools consist of the following as of December 31,
1997:

<TABLE>
<S> <C>
Campbell Strategic Allocation Fund, L.P. ................... $2,135,788
SB Campbell Financial, Metals & Energy Fund plc............. 1,140,790
Campbell Global Investment Fund Limited..................... 368,939
Campbell Financial Futures Fund Limited Partnership......... 192,411
The Campbell Fund Trust..................................... 22,817
----------
Total.................................................. $3,860,745
==========
</TABLE>

-74-
<PAGE> 84
CAMPBELL & COMPANY, INC.

NOTES TO BALANCE SHEET -- (CONTINUED)

Campbell Strategic Allocation Fund, L.P.

Summarized financial information with respect to Strategic as of and for
the year ended December 31, 1997 is as follows:

<TABLE>
<S> <C>
BALANCE SHEET DATA
Assets.................................................... $220,403,641
Liabilities............................................... (7,693,922)
------------
Net Asset Value........................................ $212,709,719
============
OPERATING DATA
Total income.............................................. $ 40,234,437
Total expense............................................. (16,223,274)
------------
Net income............................................. $ 24,011,163
============
General Partner income allocation........................... $ 232,267
============
</TABLE>

The Company has committed to maintaining an investment in Strategic equal
to at least 1% of the net aggregate capital contributions of all partners. The
extent of this commitment is dependent on the subscriptions Strategic receives
during the continuing offering period provided for in Strategic's prospectus.
The Company, as General Partner, has contributed capital of $1,717,000 to
Strategic. The Company is further bound by Strategic's Amended Agreement of
Limited Partnership to maintain net worth equal to at least 5% of the capital
contributed by all the limited partnerships for which the Company acts as
General Partner. 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.

As General Partner, the Company has incurred costs in connection with
Strategic's initial and continuous offerings. The Company reflects a receivable
as of December 31, 1997 of $122,785 from Strategic for offering costs due to be
reimbursed as of said date. Such amount is included in Receivable from Campbell
Strategic Allocation Fund, L.P. in the balance sheet. The remaining offering
costs of $2,966,200 as of December 31, 1997 is included in Other assets in the
balance sheet. It is carried on the Company's books as an asset, because of the
probable future economic benefit to be obtained from the eventual receipt from
Strategic of these reimbursements, even though Strategic is not liable for this
amount at the current time. The Company recognizes the newly recalculated amount
due from Strategic each month as a receivable, which reduces the balance
remaining as an Other asset. The Company analyzes the value of the remaining
Other asset on its balance sheet on a quarterly basis to ensure that the
carrying value is an accurate estimate of what the Company can expect to receive
out of the asset over time.

-75-
<PAGE> 85
CAMPBELL & COMPANY, INC.

NOTES TO BALANCE SHEET -- (CONTINUED)

NOTE 2. INVESTMENTS IN COMMODITY POOLS -- (CONTINUED)
commissions is subject to future reimbursement, of which $703,628 is included in
Receivable from Campbell Strategic Allocation Fund, L.P. and $1,838,486 is
included in Other assets in the balance sheet.

In the event Strategic terminates prior to the completion of any
reimbursement of the aforementioned costs, the Company will not be entitled to
any additional reimbursement from Strategic.

Campbell Financial Futures Fund Limited Partnership

The Company also acts as a Co-General Partner in Campbell Financial Futures
Fund Limited Partnership (Financial Futures).

Summarized financial information with respect to Financial Futures as of
and for the year ended December 31, 1997 is as follows:

<TABLE>
<S> <C>
BALANCE SHEET DATA
Assets.................................................... $7,363,044
Liabilities............................................... (183,480)
----------
Net Asset Value........................................ $7,179,564
==========
OPERATING DATA
Total income.............................................. $1,488,175
Total expense............................................. (430,713)
----------
Net income............................................. $1,057,462
==========
General Partner income allocation........................... $ 28,441
==========
</TABLE>

The Campbell Fund Trust

NOTE 3. TRADING ACTIVITIES AND RELATED RISKS

-76-
<PAGE> 86
CAMPBELL & COMPANY, INC.

NOTES TO BALANCE SHEET -- (CONTINUED)

The average fair value of derivatives held by the partnerships and the
trust during 1997 was approximately $4,520,000 and the related year end fair
value was approximately $10,442,000.

At December 31, 1997, the notional amount of contracts acquired by the
partnerships and the trust to purchase totaled approximately $1,624,600,000 and
the notional amount of such contracts to sell totaled approximately
$1,048,000,000. These amounts do not represent the partnerships' and the trust's
risk of loss due to market and credit risk, but rather represent the extent of
their involvement in derivatives at the balance sheet date.

The Company has established procedures to actively monitor and minimize
market and credit risks.

NOTE 4. SUBORDINATED DEBT

The Company entered into a working capital agreement with the stockholders
of the Company in February, 1997. The agreement provides for the issuance of
unsecured notes to the Company which allows for their subordination to any
future borrowings of the Company. Interest on any notes issued in accordance
with the agreement is payable annually at a rate of 8.0%. Any unpaid principal
balance is due on the tenth anniversary date of the commencement date of each
note, or five years after a stockholder (a noteholder) ceases to be in the
employ of the Company, whichever pay period is less. At December 31, 1997,
$3,315,232, including accrued interest, was outstanding under this agreement.

NOTE 5. LEASE OBLIGATION

<TABLE>
<CAPTION>
YEAR ENDING DECEMBER 31
-----------------------
<S> <C>
1998.................................................... $ 248,551
1999.................................................... 254,566
2000.................................................... 259,664
2001.................................................... 264,888
2002.................................................... 270,208
Thereafter.............................................. 1,660,857
----------
Total base annual rentals.......................... $2,958,734
==========
</TABLE>

The Company advanced $23,000 as a security deposit relating to this lease.

NOTE 6. PROFIT SHARING PLAN

-77-
<PAGE> 87
CAMPBELL & COMPANY, INC.

NOTES TO BALANCE SHEET -- (CONTINUED)

NOTE 7. SUBSEQUENT EVENT

In January and February 1998, the Company made distributions to its
stockholders aggregating approximately $15,600,000. Additionally, the
Stockholders made advances to the Company in accordance with the working capital
agreement aggregating approximately $6,900,000, to provide for additional
working capital.

NOTES TO SUPPLEMENTARY TABLES

1. The "RATE OF RETURN" for a period is calculated by dividing the net
profit or loss by the assets at the beginning of such period. Additions
and withdrawals occurring during the period are included as an addition
to or deduction from beginning net assets in the calculations of "Rates
of Return", except for accounts which close on the last day of a period
in which case the withdrawal is not subtracted from beginning net assets
for purposes of this calculation. Beginning in January, 1987, "Rate of
Return" is calculated using the Only Accounts Traded (OAT) method of
computation. This computation method is one of the methods approved by
the CFTC to reduce the distortion caused by significant additions or
withdrawals of capital during a month. The records of many of the
accounts in the tables prior to 1987 do not document the exact dates of
capital additions and withdrawals. Accordingly, there is insufficient
data to calculate rate of return during such periods using the OAT
method. Campbell & Company has no reason to believe that the pre-1987
annual rates of return would be materially different if the OAT method
were used to calculate such returns. The OAT method excludes from the
calculation of rate of return those accounts which had material
intra-month additions or withdrawals and accounts which were open for
only part of the month. In this way, the composite rate of return is
based on only those accounts whose rate of return is not distorted
through intra-month capital changes.

2. "WORST MONTHLY PERCENTAGE DRAW-DOWN" is the largest monthly loss
experienced by the Portfolio on a composite basis in any calendar month
expressed as a percentage of the total equity in the Portfolio and
includes the month and year of such drawdown. A small number of accounts
in the Portfolio composites have experienced monthly drawdowns which are
materially larger than the largest composite monthly drawdown. These
variances result from such factors as small account size (i.e., accounts
with net assets of less than the prescribed Portfolio minimum, which
therefore trade fewer contracts than the standard Portfolio),
intra-month account opening or closing, significant intra-month
additions or withdrawals, trading commissions in excess of the stated
average and investment restrictions imposed by the client.

3 "WORST PEAK-TO-VALLEY DRAW-DOWN" is the largest cumulative loss
experienced by the Portfolio on a composite basis in any consecutive
monthly period on a compounded basis and includes the time frame of such
drawdown. A small number of accounts in the Portfolio composites have
experienced peak-to-valley drawdowns which are materially larger than the
largest composite peak-to-valley drawdown. These variances result from
such factors as small account size (i.e., accounts with net assets of
less than the prescribed Portfolio minimum, which therefore trade fewer
contracts than the standard Portfolio), intra-month account opening or
closing, significant intra-month additions or withdrawals, trading
commissions in excess of the stated average and investment restrictions
imposed by the client.

4. Table 2 contains the composite performance of accounts traded pursuant
to the Financial, Metal & Energy Large Portfolio, which is the portfolio
primarily utilized for the Fund. The data presented reflects the
composite performance of 369 accounts traded according to the Financial,
Metal & Energy Large Portfolio. The data below is as of October 31,
1998. From inception of Campbell & Company's Financial, Metal & Energy
Large Portfolio in April 1983, 362 accounts have been

-78-
<PAGE> 88
CAMPBELL & COMPANY, INC.

NOTES TO BALANCE SHEET -- (CONTINUED)

closed; 96 of the accounts closed transferred to the Financial, Metal &
Energy Small Portfolio. Of the remaining 266 closed accounts, 79 closed
with a profit and 187 closed with a loss. Seven accounts remained open,
all of which were profitable. The open accounts ranged in size from
$11,300,000 to in excess of $100,000,000, with an average account size
of approximately $154,600,000. The average composite monthly return for
the period from January, 1993 through October, 1998 was 1.13% compared
to the average of average monthly returns for all accounts of 0.70% over
the same time period. The data in this composite table do not reflect
the performance of any one account. Therefore, an individual account may
have realized more or less favorable results than the composite results
indicate. The "Net Performance" figures in the tables are net of
management and incentive fees; these fees range from 0% to 6% for
management fees and 15% to 25% for incentive fees. Prior to January
1988, most of the client equity traded pursuant to the Financial, Metal
& Energy Portfolio consisted of one large account. Due to client-imposed
restrictions on this account and the small amount of equity in other
accounts, certain markets were not traded, including stock indices,
precious metals and energies. These differences affected performance
during this period.

5. Table 3 reflects the composite performance of all accounts (a total of
20 accounts) traded according to the Global Diversified Large Portfolio.
From inception of the Portfolio in February 1986, 19 accounts have been
closed; 10 of the accounts closed transferred to the Global Diversified
Small Portfolio. Of the remaining 9 closed accounts, 7 closed with a
profit and 2 closed with a loss. The 1 open account is profitable. The
average composite monthly return for the period from January 1993
through October 1998 is 1.08% compared to the average of average monthly
returns for all accounts of 1.06% over the same time period. The data in
this composite table do not reflect the performance of any one account.
Therefore, an individual account may have realized more or less
favorable results than the composite results indicate.

-79-
<PAGE> 89

EXHIBIT A

CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
AMENDED AGREEMENT OF LIMITED PARTNERSHIP
ARTICLE 1.
FORMATION AND NAME

The parties to this Amended Agreement of Limited Partnership (the
"Agreement") dated as of August 1, 1997 have formed Campbell Strategic
Allocation Fund, L.P. (the "Partnership") under the Delaware Revised Uniform
Limited Partnership Act in effect on the date thereof (the "Act") and do hereby
continue the Partnership pursuant to the terms herein as of September 23, 1993.
Each Limited Partner hereby undertakes to furnish to the General Partner a power
of attorney which may be filed with this Agreement and any amendment hereto and
such additional information as is required from him to complete such documents
and to execute and cooperate in the filing, recording or publishing of such
documents at the request of the General Partner.

ARTICLE 2.
PRINCIPAL OFFICE AND REGISTERED AGENT

The principal office of the Partnership shall be 210 West Pennsylvania
Avenue, Baltimore, Maryland 21204, or such other place as the General Partner
may designate from time to time. The Registered Agent for the Limited
Partnership is D. Keith Campbell, 210 West Pennsylvania Avenue, Baltimore,
Maryland 21204. The Tax Matters Partner for the Limited Partnership is Campbell
& Company, Inc.

ARTICLE 3.
BUSINESS AND PURPOSE OF THE PARTNERSHIP

The Partnership's business and purpose is to trade, buy, sell or otherwise
acquire, hold or dispose of futures and other related investment interests and
any activities incidental or related thereto. The objective of the Partnership
business is appreciation of its assets through speculative trading.

ARTICLE 4.
TERM, DISSOLUTION AND FISCAL YEAR

4.1 Term. The term of the Partnership commenced upon the execution and
filing of the Certificate of Limited Partnership, as amended, and shall end upon
the first to occur of the following: (i) December 31, 2023; (ii) an election to
dissolve the Partnership in accordance with the provisions of Article 4.2 by
Limited Partners owning more than 50% of the Units then outstanding; (iii) the
withdrawal of the General Partner, as defined in, and subject to the limitations
of Article 13; (iv) a determination by the General Partner that the purpose of
the Partnership cannot be fulfilled; or (v) any event which constitutes a
dissolution of a limited partnership under the Act or otherwise makes it
unlawful for the existence of the Partnership to be continued.

4.2 Dissolution. Upon the occurrence of an event causing the dissolution
of the Partnership, the Partnership shall be wound up and terminated. Upon
dissolution and termination of the Partnership, the General Partner shall
contribute to the Partnership an amount equal in the aggregate to the lesser of
(a) the deficit balance in their capital accounts, or (b) the excess of 1.01% of
the total capital contributions paid in by the Limited Partners over any capital
previously contributed by the General Partner. Payment of creditors, and
distribution of the Partnership's assets shall be effected as soon as
practicable in accordance with the Act, and the General Partner and each Limited
Partner (and any assignee) shall share in the assets of the Partnership pro rata
in accordance with such Partner's respective capital account, less any amount
owing by such Partner (or assignee) to the Partnership.

A-1
<PAGE> 90

4.3 Fiscal Year. The fiscal year of the Partnership shall end on December
31, unless the General Partner elects, with the approval of the Internal Revenue
Service and the CFTC, a different fiscal year.

ARTICLE 5.
GENERAL PARTNER

The General Partner is Campbell & Company, Inc., a Maryland corporation,
210 West Pennsylvania Avenue, Baltimore, Maryland 21204.

ARTICLE 6.
CAPITAL CONTRIBUTIONS AND
UNITS OF LIMITED PARTNERSHIP INTEREST

6.1 Units and Capital Contributions of Limited Partners. Interests in the
Partnership other than the General Partner's interests, shall be evidenced by
Units (individually a "Unit").

6.2 Capital Contributions by General Partner; Net Worth. The General
Partner has contributed cash to the capital of the Partnership in an amount
equal to at least 1% of the net aggregate contributions of all Partners
including the General Partner. The General Partner's contribution shall be
evidenced by Units of General Partnership Interest. 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. If additional Limited Partners are
admitted during any Continuing Offering pursuant to the provisions of Article 11
herein, the General Partner shall make such additional capital contributions as
may be required to maintain its interest at the required level in the
Partnership at all times during the term of the Partnership. The General Partner
shall maintain a net worth so long as it acts as general partner 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 required net
worth shall in no case be less than $50,000 nor shall net worth in excess of
$1,000,000 be required.

6.3 Availability of Contributions. The aggregate of all Partnership
contributions shall be available to the Partnership to carry on its business and
purpose, and no interest shall be paid to any Partner on any such contributions.

ARTICLE 7
ALLOCATION OF PROFITS AND LOSSES

7.1 Capital Accounts. A capital account shall be established for each
Partner, including the General Partner. The initial balance of each Partner's
capital account shall be the amount of his initial capital contribution to the
Partnership.

7.2 Monthly Allocations. As of the close of business (as determined by
the General Partner) of the last day of each month, the following determinations
and allocations shall be made:

(1) The Net Assets of the Partnership (as defined in Article 7.4) before
the General Partner's Brokerage Fee, the direct administrative expenses and the
General Partner's performance fees payable shall be determined.

(2) Brokerage Fees payable by the Partnership and the direct administrative
expenses shall then be charged against the Net Assets.

(3) Accrued performance fees, if any, shall then be charged against the Net
Assets.

(4) Any increase or decrease in the Net Assets as of the end of the month
(after the adjustments in subparagraphs (2) and (3)) shall then be credited or
charged to the capital accounts of each Partner in the ratio that the balance of
each account bears to the balance of all accounts.

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(5) The amount of any distribution to a Partner, any amount paid to a
Limited Partner on redemption of Units, and any amount paid to the General
Partner by way of distribution or redemption of Units of General Partnership
Interest, shall be charged to such Partner's capital account.

7.3 Allocation of Profit and Loss for Federal Income Tax Purposes. At the
end of each taxable year, each item of Partnership taxable income, gain, loss,
deduction, or credit will be allocated among the Partners in accordance with the
following provisions:

(1) Capital gain shall be allocated first to each Partner who has redeemed
Units (Units of General Partnership Interest in the case of the General Partner)
during the year to the extent that the amount the Partner received on redemption
exceeds the amount paid for the redeemed Units (as set forth in subparagraph
(5));

(2) Capital gain remaining after the allocation in subparagraph (1) shall
be allocated among all Partners in the ratio that each Partner's capital account
bears to all Partner's capital accounts;

(3) Capital losses shall be allocated first to each Partner who has
redeemed Units (Units of General Partnership Interest in the case of the General
Partner) during the year to the extent that the amount the Partner paid for the
redeemed Units (as set forth in subparagraph (5)) exceeds the amount the Partner
received on redemption;

(4) Capital losses remaining after the allocation in subparagraph (3) shall
be allocated among all Partners in the ratio that each Partner's capital account
bears to all Partners' capital accounts;

(5) For the purpose of the allocations of capital gain and loss in
subparagraphs (1) and (3), the amount each Partner paid for each of his Units
shall be deemed to have increased by the amount of capital gain allocated to him
with respect to such Unit pursuant to subparagraph (2) or ordinary income
pursuant to subparagraph 6; decreased by the amount of any capital loss
allocated to him with respect to such Unit pursuant to subparagraph (4) or
ordinary expense pursuant to subparagraph 6; and decreased by the amount of any
distributions to him with respect to such Unit pursuant to Article 7.8;

(6) Items of ordinary income and expense will be allocated pro rata among
the Partners based upon their respective capital accounts as of the end of each
month in which the items of ordinary income or expense accrue; provided that any
performance fee paid to the General Partner shall be allocated among the Units
outstanding at any time during the fiscal year based upon the ratio that each
such Unit's net performance fee (the excess, if any, of the aggregate of all
performance fees allocated to the capital account relating to such Unit over the
aggregate of all reversals of performance fees allocated to such Unit) bears to
the net performance fee of all Units.

(7) Notwithstanding subparagraphs (4) and (6), if the allocation of such
loss would cause a Limited Partner to have a capital account deficit, then such
loss shall be allocated to the General Partner, according to its capital
account, to the extent of such losses; and

(8) For purposes of this Paragraph 7.3, "capital gain" and "capital loss"
shall mean gain or loss characterized as gain or loss from the sale or exchange
of a capital asset by the Internal Revenue Code of 1986, as amended (the
"Code"), including but not limited to gain or loss required to be taken into
account pursuant to Section 1256 thereof and any income, gain or loss determined
under Section 988 of the Code.

(9) Allocations of capital gain or loss will be made pro rata from each
category of capital gain or loss determined under Section 1(h) of the Code and
income or loss determined under Section 988 of the Code.

7.4 Definitions; Accounting.

(1) Net Assets. "Net Assets" of the Partnership shall mean the total
assets of the Partnership, including all cash and cash equivalents (valued at
cost), plus accrued interest thereon, and the market value of all open commodity
positions and other assets of the Partnership, less all liabilities of the
Partnership, including accrued performance fees determined in accordance with
the principles specified in
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this subparagraph and, where no principle is specified, in accordance with
generally accepted accounting principles consistently applied under the accrual
basis of accounting. The market value of a commodity or commodity futures
contract traded on an exchange, or through a clearing firm or through a bank,
shall mean the most recent available settlement price or closing quotation, as
appropriate on the exchange, or of the clearing firm or bank on or through which
the commodity or contract is traded by the Partnership on the day with respect
to which Net Assets are being determined. If such contract cannot be liquidated,
due to the operation of daily limits or otherwise, on a day as of which Net
Assets are determined, the liquidating value on the first subsequent day on
which the contract would be liquidated may be used or such other value as the
General Partner may deem fair and reasonable. The market value of a commodity
forward contract or a commodity futures contract traded on a foreign exchange
shall mean its market value as determined by the General Partner on a basis
consistently applied.

(2) Net Asset Value. The "Net Asset Value" of the Partnership shall mean
the total capital accounts of all Partners. The "Net Asset Value" of a Unit
shall be the total capital accounts of all Partners, divided by the number of
Units owned by all Partners.

(3) Blue Sky Glossary. The definitions in the Blue Sky Glossary in
Appendix III to the Partnerships Prospectus are hereby incorporated herein by
reference.

7.5 Expenses.

(1) The General Partner shall advance the organization and offering
expenses of the initial and continuous offerings of the Units, and no such
expenses shall be deducted from the proceeds of the offerings. Subject to the
limitation described below, the General Partner shall be reimbursed such
advanced amounts by the Partnership in approximately 30 equal installments
commencing after the closing of the initial offering and monthly during the
continuous offering. The General Partner shall have discretion to adopt
reasonable procedures to implement the amortization of such expenses, including
grouping expenses related to the same offering period and expensing de minimis
amounts as they are incurred. In no event shall the General Partner be entitled
to receive reimbursement in an amount greater than 2.5% of the aggregate
subscriptions accepted during the initial and continuous offerings, as the case
may be. In the event the Partnership terminates prior to completion of the
reimbursement, the General Partner will not be entitled to receive additional
reimbursement and the Partnership will have no obligation to make further
reimbursement payments to the General Partner. For purposes of this Agreement,
organization and offering expenses shall mean all costs paid or incurred by the
General Partner or the Partnership in organizing the Partnership and offering
the Units, including legal and accounting fees incurred, bank account charges,
all blue sky filing fees, filing fees payable upon formation and activation of
the Partnership, and expenses of preparing, printing and distributing the
prospectus and registration statement, but in no event shall exceed limits set
forth in Article 8 herein or guidelines imposed by appropriate regulatory
bodies.

(2) The Partnership shall be obligated to pay all liabilities incurred by
it, including without limitation, (i) Brokerage Fees; (ii) operating expenses
and performance fees; (iii) legal and accounting fees; and (iv) taxes and other
extraordinary expenses incurred by the Partnership. During any year of
operations, the General Partner shall be responsible for payment of operating
expenses in excess of 0.5% of the Partnership's month-end Net Asset Value during
that year. Indirect expenses of the General Partner, such as indirect salaries,
rent and other overhead expenses, shall not be liabilities of the Partnership.
The Partnership shall receive all interest earned on its assets.

(3) Compensation to any party, including the General Partner (or any
advisor which may be retained in the future), shall not exceed the limitations
imposed as of the date hereof by the North American Securities Administrators
Association ("NASAA"). In the event the compensation exceeds such limitations,
the General Partner shall promptly reimburse the Partnership for such excess.
NASAA limitations on fees are as follows: Management fees, advisory fees and all
other fees, except for incentive fees and commodity brokerage commissions, when
added to the customary and routine administrative expenses, shall not exceed 6%
annually of net asset value. The aggregate incentive fees shall not exceed 15%
of new trading profits. The sponsor or advisor will be entitled to an additional
2% incentive fee for
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each 1% by which the net asset value fee is reduced below 6%. Commodity
brokerage rates will be presumptively reasonable if they satisfy either 80% of
the published retail rate plus pit brokerage fees or 14% annually of average net
assets, including pit brokerage fees. The Partnership will pay an 8% per annum
Brokerage Fee, of which 3% will be for management services, allowing the
incentive fee to be 20%, as discussed above. The remaining 5% from the Brokerage
Fee will be paid for brokerage services (including the initial distribution of
the Units, execution of commodity transactions, and ongoing services to the
Limited Partners), which is less than the 14% limit imposed by NASAA.

(4) The Partnership shall also be obligated to pay any costs of
indemnification to the extent permitted under Article 15 of this Agreement.

7.6 Limited Liability of Limited Partners. Each Unit purchased by a
Limited Partner is fully paid and non-assessable. A Limited Partner shall be
liable for the Partnership's obligations to the extent of the capital
contributed by him plus his share of profits remaining in the Partnership, if
any.

In addition, if a Limited Partner receives a return of any part of his
capital contribution, he shall be liable to the Partnership for a period of one
year thereafter for the amount of the returned contribution, but only to the
extent necessary to discharge the Partnership's liabilities to creditors who
extended credit to the Partnership during the period the contribution was held
by the Partnership.

A Limited Partner shall also be liable to the Partnership for return of any
part of his capital contribution returned to him, for a period of six years, if
such return was in violation of this Agreement or the Act.

7.7 Return of Limited Partner's Capital Contribution. Except to the
extent that a Limited Partner shall have the right to redeem Units, no Limited
Partner shall have any right to demand the return of his capital contribution or
any profits added thereto, except upon dissolution and termination of the
Partnership. In no event shall a Limited Partner be entitled to demand or
receive property other than cash.

7.8 Distributions. The General Partner shall have sole discretion in
determining what distributions (other than on redemption of Units or
dissolution), if any, the Partnership will make to its Partners (or any assignee
thereof). Distributions shall be made pro rata in accordance with the respective
capital accounts of the Partners.

ARTICLE 8.
MANAGEMENT

8.1 General.

(1) The General Partner, to the exclusion of the Limited Partners, shall
conduct and manage the business of the Partnership including, without
limitation, all functions necessary for administration of the Partnership. The
General Partner shall have the fiduciary responsibility for the safekeeping and
use of all assets of the Partnership, whether or not in its immediate possession
or control, shall not contract away such duty and shall not employ or permit
another to employ such assets in any manner except for the exclusive benefit of
the Partnership. The General Partner, on behalf of the Partnership, shall make
all investment decisions regarding the Partnership and shall have complete
trading discretion. The General Partner shall seek the best price and services
available in its futures brokerage transactions, and all brokerage transactions
for the Partnership's futures trades will be effected at competitive rates.

(2) The General Partner shall receive from the Partnership: (i) Brokerage
Fees of 8% per annum of the month-end Net Assets; and (ii) a quarterly
"performance fee" of 20% of the Partnership's aggregate cumulative appreciation
in the Net Asset Value per Unit, exclusive of interest income. The performance
fee is paid on the cumulative increase, if any, in the Net Asset Value per Unit
over the highest previous cumulative Unit value or Unit value as of the
commencement of trading, whichever is higher. In determining the fees in this
paragraph, adjustments shall be made for capital additions and withdrawals and
Net Assets shall not be reduced by the fees being calculated for such current
period. Such fees may be changed upon sixty days' notice to the Limited
Partners, provided that prior to the imposition of the
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revised fees, Limited Partners have an opportunity to redeem (and there are no
delays in receiving payment therefor) and the notice explains their redemption
and voting rights. Further, any new contract with any advisor, including the
General Partner, shall carryforward all losses attributable to such advisor or
General Partner, as the case may be.

(3) The General Partner may take such other actions as it deems necessary
or desirable to manage the business of the Partnership including, but not
limited to, the following: entering into commercially reasonable contracts,
opening bank accounts, paying or authorizing the payment of distributions to the
Partners and expenses of the Partnership including fees to the General Partner,
taxes and other fees of governmental agencies.

(4) The General Partner shall keep and retain for at least six years, at
the principal office of the Partnership, such books and records relating to the
business of the Partnership as it deems necessary to substantiate that Units
were sold only to purchasers for whom such securities were suitable and which
are required by the Commodity Exchange Act, and the rules and regulations
thereunder. Such books and records shall be available to any Limited Partner or
his authorized attorney or agent for inspection and copying during normal
business hours of the Partnership.

(5) The General Partner may engage in other business activities and shall
not refrain from any other activity nor disgorge any profits from any such
activity, whether as general partner of additional partnerships for investment
in commodity futures or forward contracts or otherwise. Subject to the terms and
conditions set forth in this Agreement, the General Partner may engage and
compensate on behalf of the Partnership, from funds of the Partnership, such
persons, firms or corporations, as the General Partner in its sole judgment
shall deem advisable for the conduct and operation of the business of the
Partnership. The General Partner may develop and implement a cash management
facility. In such event, the General Partner may cause the Partnership to
participate in such facility if doing so would be in the best interests of the
Partnership. Competitive management fees may be paid to the General Partner or
an affiliate thereof.

(6) No person dealing with the General Partner shall be required to
determine its authority to make any undertaking on behalf of the Partnership,
nor to determine any fact or circumstance bearing upon the existence of such
authority.

(7) Except as provided by Article 13, the General Partner may not sell,
assign, or otherwise dispose of all or substantially all of its General
Partnership Interest in the Partnership except for a sale or transfer of all
Partnership interests of all Partners or a sale of all or substantially all of
its interest to a corporation controlled by such General Partner. The foregoing
restriction shall not be applicable to the General Partner mortgaging, pledging,
hypothecating or granting a security interest in its General Partnership
Interest as collateral for a loan or loans and any such assignment of all or any
portion of the General Partner's Interest shall not cause an event of withdrawal
with respect to the General Partner pursuant to Article 13 of this Agreement.

(8) The maximum period covered by any contract entered into by the
Partnership, except for certain provisions which survive the stated term, shall
be one year. Agreements between the Partnership and the General Partner or any
affiliate shall be terminable by the Partnership without penalty on 60 days'
written notice. All sales of Units in the United States shall be made by
registered brokers. No sales will be made by the General Partner or an
affiliate.

8.2 Prohibitions. The Partnership shall not: (i) engage in pyramiding;
(ii) commingle its assets with the assets of any other person, except as
permitted by law; (iii) make loans to the General Partner or any affiliate
thereof or to any person; (iv) pay per-trade compensation to the General Partner
or any advisor or any affiliate thereof or to any person who receives any other
form of compensation from the Partnership; or (v) permit rebates or give-ups to
be received by the General Partner or affiliates thereof nor shall the General
Partner participate in any reciprocal business arrangements which would
circumvent the foregoing or any other provision of this Agreement; or (vi)
borrow cash or other assets from the General Partner.

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ARTICLE 9.
REPORTS TO LIMITED PARTNERS

The books and records of the Partnership shall be audited annually by an
independent certified public accountant. Net Assets and Net Asset Value per Unit
shall be determined daily and will be supplied in writing to any Limited Partner
who requests such information. The General Partner will cause each Partner to
receive (i) within ninety (90) days after the close of each fiscal year an
annual report with audited financial statements (including a balance sheet and
income statement) for the fiscal year then ended, and (ii) within seventy-five
(75) days after the close of each fiscal year such tax information as is
necessary for the Partner to complete his federal income tax return. In
addition, the General Partner will report within 30 days after the end of each
month to the Limited Partners the information required by the CFTC to be
reported, which information currently includes the following: the total amount
of realized net gain or loss on commodity interest positions liquidated during
the month; the change in unrealized net gain or loss on commodity interest
positions during the month; the total amount of net gain or loss from all other
transactions engaged in by the Partnership during the month, including interest
earned; the total amount of all Brokerage Fees and performance fees, and all
other expenses incurred or accrued by the Partnership during the month; the Net
Asset Value of a Unit as of the end of the month and as of the end of the
previous month; the total amount of additions to the Net Assets of the
Partnership made during the month; the total amount of withdrawals from and
redemptions of Units for the month; and the total net income or loss of the
Partnership during the month. In the event either Net Asset Value per Unit as of
the end of any business day declines by more than 50% of the previous year-end
or month-end Net Asset Value per Unit, or there is a material change in the
advisory agreement with the General Partner or otherwise affecting the
compensation to any party, including the General Partner, the General Partner
will notify each Limited Partner of such information, their redemption and
voting rights and any material effect on the Units within seven business days.
In the event of the 50% decline in Net Asset Value per Unit referred to in the
previous sentence, the General Partner will declare a special redemption period
and temporarily suspend the Partnership's trading during such period.

ARTICLE 10.
DISPOSITIONS AND REDEMPTIONS OF PARTNERSHIP UNITS

10.1 Permissible Dispositions. A Limited Partner may transfer, assign,
pledge, or encumber his Units only as provided in this Article 10.1. No such
transferee, pledgee, assignee, or secured creditor shall become a substituted
Limited Partner unless the General Partner consents in writing to such
substitution. The General Partner has complete discretion to withhold consent
but only intends to do in order to prevent or minimize potential adverse legal
or tax consequences to the Partnership. Any transfer or assignment of Units
which is permitted hereunder shall be effective as of the beginning of the month
following the month in which such transfer or assignment is made; provided,
however, that the Partnership need not recognize any transfer, assignment, or
pledge until it has received at least 30 days' prior written notice thereof from
the transferor, assignor, or pledgor, which notice shall include (i) the name,
signature, address and social security or taxpayer identification number of the
transferee, assignee, or pledgee, (ii) the number of Units transferred, assigned
or pledged, and (iii) the signature of the transferor, assignor, or pledgor. The
General Partner may, in its discretion, waive receipt of the above described
written notice or waive any defect therein. No transfer or assignment shall be
permitted unless the General Partner is satisfied that (i) such transfer or
assignment would not be in violation of the Act; (ii) the amount of the transfer
is at least the minimum subscription amount except for transfers by gift,
inheritance, or to affiliates, including family members of the person
transferring the Units; and (iii) notwithstanding such transfer or assignment,
the Partnership shall continue to be classified as a partnership rather than as
a corporation or an association under the Internal Revenue Code, as amended. No
transfer or assignment of Units shall be effective or recognized by the
Partnership if following such transfer or assignment there would result a
termination of the Partnership for federal income tax purposes as provided in
Code 708(b) and any attempted transfer or assignment in violation hereof shall
be ineffective to transfer or assign any such Units. Any transferee or assignee
of Units who has not been

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admitted to the Partnership as a substituted Limited Partner shall not have any
of the rights of a Limited Partner, except that the assignee shall receive that
share of capital and profits and shall have that right of redemption to which
his assignor would otherwise have been entitled and shall remain subject to the
other terms of this Agreement binding upon Limited Partners. The transfer or
assignment of Units shall be subject to all applicable securities laws. The
transferor or assignor shall bear all costs (including any attorneys' fees)
related to such transfer or assignment.

10.2 Redemptions.

(1) A Limited Partner (or any assignee thereof) may withdraw all or part of
his capital contribution and undistributed profits, if any, by requiring the
Partnership to redeem all or part of his Units at the Net Asset Value per Unit,
reduced as hereinafter described (such withdrawal being herein referred to as a
"Redemption").

(2) Redemptions shall be effective as of the end of any month ending after
a Request for Redemption in proper form has been timely received by the General
Partner (the "Redemption Date"). Redemption fees apply through the first twelve
month-ends following purchase (from and including the Closing Date on which the
Unit is purchased) 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. As
used herein, "Request for Redemption" shall mean a written request of such
withdrawal transmitted by the Limited Partner (or any assignee thereof) to the
General Partner not less than ten business days prior to the end of the month or
such shorter period as established by the General Partner. Upon Redemption, a
Limited Partner (or any assignee thereof) shall receive, per Unit redeemed, an
amount equal to the Net Asset Value per Unit as of the Redemption Date, less any
amount owing by such Limited Partner (and his assignee, if any) to the
Partnership pursuant to Article 15.3, and less any applicable redemption fees
due to the General Partner. If redemption is requested by an assignee, all
amounts owed to the Partnership under Article 15.3 by the Partner to whom such
Unit was sold, as well as all amounts owed by the assignees of such Unit, shall
be deducted from the amount payable upon Redemption by any assignee. All
Requests for Redemption in proper form shall be honored and payment will be made
within twenty (20) business days following the Redemption Date, except that
under special circumstances, including, but not limited to, the inability on the
part of the Partnership to liquidate commodity positions or the default or delay
in payments due the Partnership from commodity brokers, banks, or other persons,
the Partnership may delay payment to Partners requesting Redemption of Units. In
the event that Redemptions are requested for more Units than the General Partner
is able to honor due to the foregoing contingencies, the General Partner will
honor Requests for Redemption in the order actually received and will hold
Requests for Redemption in such order. Limited Partners will be notified within
10 days after month-end if any Redemption cannot be honored under the terms
hereof and their Requests thereafter will be honored at the first available
opportunity. The Partnership shall not be obligated to redeem Units that are
subject to a pledge or otherwise encumbered in any fashion.

(3) Subparagraph (2) notwithstanding, if the Net Asset Value per Unit is
determined for purposes of Redemption as of a month-end which is not the end of
a quarter, any performance fees payable and applicable to such Unit, will be
determined and charged to such Unit as though such month-end were the end of a
quarter and such performance fees were payable and such performance fees will be
paid.

ARTICLE 11.
OFFERING OF UNITS; ADMISSION OF ADDITIONAL LIMITED PARTNERS

The General Partner shall, from time to time, (i) cause the Partnership to
file a Registration Statement and such amendments as the General Partner deems
advisable, with the Securities and Exchange Commission for the registration and
public offering of the Units; (ii) seek to qualify the Units

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for sale in various jurisdictions as the General Partner deems advisable; and
(iii) take such other actions as the General Partner deems advisable.

The General Partner, at its option, may admit additional Limited Partners
to the Partnership without the consent of the Limited Partners at any time. Such
additional Limited Partners shall contribute capital to the Partnership, and
shall be admitted as Limited Partners as of the first business day of the month
immediately following the month-end as of which their subscriptions were
accepted by the General Partner at no less than the Net Asset Value per Unit as
of such month-end.

ARTICLE 12.
SPECIAL POWER OF ATTORNEY

By execution of this Agreement, each Limited Partner irrevocably
constitutes and appoints the General Partner with full power of substitution, as
his true and lawful attorney-in-fact, in his name, place and stead, to execute,
acknowledge, swear to, file and record in his behalf in the appropriate public
offices and publish (i) this Agreement and any amendments thereto; (ii) all
instruments which the General Partner deems necessary or appropriate to reflect
any amendment, change, or modification of the Limited Partnership Agreement or
Certificate of Limited Partnership in accordance with the terms of this
Agreement; and (iii) Certificates of Fictitious or Assumed Name. The Power of
Attorney granted herein shall be irrevocable and deemed to be a power coupled
with an interest and shall survive the incapacity or death of a Limited Partner.
Each Limited Partner hereby agrees to be bound by any representation made by the
General Partner and by any successor thereto, acting in good faith pursuant to
such Power of Attorney.

ARTICLE 13.
WITHDRAWAL OF A PARTNER

The Partnership shall terminate and be dissolved upon the withdrawal, or
insolvency of the General Partner (unless in the case of the withdrawal of the
General Partner, the actions necessary to continue the Partnership are taken
pursuant to Article 16). The General Partner shall cease to be a general partner
of the Partnership upon the occurrence of any of the following events of
withdrawal: (i) the General Partner's bankruptcy or insolvency; (ii) any event
prescribed in the Act that is not encompassed in this Article 13; or (iii) 120
days' prior written notice to the Limited Partners of the General Partner's
intent to withdraw as a General Partner. If the General Partner withdraws as
general partner, it can redeem its interests in the Partnership at Net Asset
Value as of the next month-end in which it is calculated. If the Limited
Partners elect to continue the Partnership, the withdrawing General Partner
shall pay all Partnership expenses incurred as a result of its withdrawal. The
death, incompetency, incapacity, withdrawal, insolvency, or dissolution of a
Limited Partner shall not dissolve or terminate the Partnership, and said
Limited Partner, his estate, custodian, or personal representative shall have no
right to withdraw or value such Limited Partner's Units except as provided in
Article 10 hereof. Each Limited Partner (and any assignee of such Limited
Partner) expressly agrees that in the event of his death, he waives on behalf of
himself and his estate, and he directs the legal representative of his estate
and any person interested therein to waive the furnishing of any inventory,
accounting, or appraisal of the assets of the Partnership and any right to a
special audit of the books and records of the Partnership, provided that the
waiver shall not relieve the General Partner from its reporting obligations set
forth in Article 9.

ARTICLE 14.
NO PERSONAL LIABILITY FOR RETURN OF CAPITAL

Subject to the provisions of Article 15 below, the General Partner shall
not be personally liable for the return or repayment of all or any portion of
the capital or profits of any Partner (or assignee), it being expressly agreed
that any such return of capital or profits made pursuant to this Agreement shall
be made

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solely from the assets (which shall not include any right of contribution from
the General Partner) of the Partnership.

ARTICLE 15
STANDARD OF LIABILITY; INDEMNIFICATION

15.1 Standard of Liability. The General Partner and its controlling
persons shall have no liability to the Partnership or any Limited Partner for
any loss suffered by the Partnership which arises out of any action of the
General Partner if the General Partner, in good faith, determined that such
course of conduct was in the best interests of the Partnership and such course
of conduct did not constitute negligence or misconduct of the General Partner.

15.2 Indemnification by the Partnership. The Partnership shall indemnify,
defend, and hold harmless the General Partner (including controlling persons and
a former General Partner who has withdrawn from the Partnership) from and
against any loss, liability, damage, cost or expense (including attorneys' fees,
and expenses incurred in defense of any demands, claims or lawsuit) arising from
actions or omissions concerning the business or activities undertaken by or on
behalf of the Partnership, from any source only if all of the following
conditions are satisfied: (i) the General Partner has determined, in good faith,
that the course of conduct which caused the loss or liability was in the best
interests of the Partnership, (ii) the General Partner was acting on behalf of
or performing services for the Partnership, (iii) such liability or loss was not
the result of negligence or misconduct by the General Partner, and (iv) such
indemnification is recoverable only out of the Partnership's assets and not from
the Limited Partners. In no event shall the General Partner or any of the
selling agents receive indemnification from the Partnership arising out of
alleged violations of federal or state securities laws unless the following
conditions are satisfied; (a) there has been a successful adjudication on the
merits of each count involving alleged securities law violations, or (b) such
claims have been dismissed with prejudice on the merits by a court of competent
jurisdiction, or (c) a court of competent jurisdiction approves a settlement of
the claims and finds that indemnification of the settlement and related costs
should be made, and (d) in the case of subparagraph (c), the court considering
the request has been advised of the position of the Securities and Exchange
Commission and the states in which Units were offered and sold as to
indemnification for violations of securities laws; provided that the court need
only be advised and consider the positions of the securities regulatory
authorities in those states in which plaintiffs claim they were offered or sold
Units. The Partnership shall not incur the cost of that portion of liability
insurance which insures the General Partner for any liability as to which the
General Partner is prohibited from being indemnified herein.

15.3 Advance Payment. Expenses incurred in defending a threatened or
pending civil, administrative or criminal action, suit or proceeding against the
General Partner may be paid by the Partnership in advance of the final
disposition of such action, suit or proceeding, if and to the extent that (i)
the legal action relates to acts or omissions with respect to the performance of
duties or services on behalf of the Partnership, (ii) the legal action is
initiated by a party who is not a Limited Partner, or if by a Limited Partner,
then a court of competent jurisdiction specifically approves such advancement,
and (iii) the General Partner shall agree to reimburse the Partnership, together
with the applicable legal rate of interest thereon, in the event indemnification
is not permitted under this Article 15 upon final disposition.

ARTICLE 16.
AMENDMENTS; MEETINGS

16.1 Amendments with Consent of the General Partner. If at any time
during the term of the Partnership the General Partner shall deem it necessary
or desirable to amend this Agreement, such amendment shall be effective only if
embodied in an instrument signed by the General Partner and by the holders of
more than fifty percent (50%) of the Units then owned by the Limited Partners.
Any such supplemental or amendatory agreement shall be adhered to and have the
same effect from and after its effective date as if the same had originally been
embodied in and formed a part of this Limited
A-10
<PAGE> 99

Partnership Agreement, provided, however, that no such supplemental or
amendatory agreement shall, without the consent of all Limited Partners, change
or alter this Section 16, extend the term of the Partnership, reduce the capital
account of any Partner or modify the percentage of profits, losses or
distributions to which any Partner is entitled. In addition, reduction of the
capital account of any assignee or modifications of the percentage of profits,
losses or distributions to which an assignee is entitled hereunder shall not be
effected by any amendment or supplement to this Limited Partnership Agreement
without such assignee's written consent. No meeting procedure or specified
notice period is required in the case of amendments made with the consent of the
General Partner, mere receipt of an adequate number of unrevoked written
consents being sufficient. The General Partner may amend this Limited
Partnership Agreement without the consent of the Limited Partners in order (i)
to clarify any clerical inaccuracy or ambiguity or reconcile any inconsistency
(including any inconsistency between this Agreement and the Prospectus), (ii) to
effect the intent of the tax allocations proposed herein (including, without
limitation, allocating capital gain and capital loss on a net rather than a
gross basis) to the maximum extent possible in the event of a change in the Code
or the interpretations thereof affecting such allocations, (iii) to attempt to
ensure that the Partnership is not taxed as an association taxable as a
corporation for federal income tax purposes, (iv) to delete or add any provision
of or to this Limited Partnership Agreement required to be deleted or added by
the staff of the Securities and Exchange Commission or any other federal agency
or any state "Blue Sky" official or similar official or in order to opt to be
governed by any amendment or successor statute to the Act, (v) to change the
name of the Partnership and to make any modifications to this Limited
Partnership Agreement to reflect the admission of an additional or substitute
general partner, (vi) to make any amendment to this Limited Partnership
Agreement which the General Partner deems advisable, provided that such
amendment is not adverse to the Limited Partners and does not alter the basic
investment policies or structure of the Partnership, or that is required by law,
or (vii) to make any amendment that is appropriate or necessary, in the opinion
of the General Partner, to prevent the Partnership or the General Partner or
their respective directors, officers or controlling persons from in any manner
being subject to the provisions of the Investment Company Act of 1940, as
amended, or "plan asset" regulations adopted under ERISA as a result of their
association with the Partnership.

16.2 Meetings. The General Partner will maintain at the office a list of
the names and addresses of all Limited Partners and the Units owned by them.
Upon request of any Limited Partner or his representative, the General Partner
shall make such list available for review by any Limited Partner or his
representative, and upon request, either in person or by mail, the General
Partner shall furnish a copy of such list by mail to any Limited Partner or his
representative, for the cost of duplication and postage. Upon receipt of a
written request, signed by Limited Partners owning at least 10% of the Units
then owned by Limited Partners, that a meeting of the Partnership be called to
vote upon any matter which the Limited Partners may vote upon pursuant to this
Agreement, the General Partner shall, by written notice, either in person or by
certified mail, to each Limited Partner of record mailed within 15 days after
such receipt, call a meeting of the Partnership. Such meeting shall be held at
least 30 days but not more than 60 days after the mailing of such notice, and
such notice shall specify the date, a reasonable place and time, and the purpose
of such meeting.

16.3 Amendments and Actions Without Consent of the General Partner. At
any meeting called pursuant to Article 16.2, upon the affirmative vote (which
may be in person or by proxy) of Limited Partners owning more than a majority of
the Units then owned by the Limited Partners (any Units held by the General
Partner or it affiliates, shall be disregarded in calculating the percentage of
outstanding Units and the General Partner shall be prohibited from voting as a
Limited Partner) the following actions may be taken: (i) this Agreement may be
amended in accordance with and only to the extent permissible under the Act,
provided, however, that consent of all Limited Partners shall be required in the
case of amendments requiring the consent of all Limited Partners under the Act;
(ii) the Partnership may be dissolved; (iii) the General Partner may be removed
and replaced; (iv) a new general partner may be elected if the General Partner
withdraws from the Partnership; (v) any contracts with the General Partner may
be terminated on 60 days written notice; and (vi) the sale of all the assets of
the Partnership may be approved; provided, however, that none of the said
actions may be taken unless the action is permitted under the Act. In the event
of the occurrence of an event described in (iii) or (iv) above, the interest of
A-11
<PAGE> 100

the General Partner shall be redeemed and paid to the General Partner on the
basis of the Net Assets allocable thereto on the date of such event.

ARTICLE 17
GOVERNING LAW

The General Partner and Limited Partners expressly agree that all the terms
and provisions hereof shall be construed under the Delaware Revised Uniform
Limited Partnership Act as now adopted or as may be hereafter amended and shall
govern the partnership aspects of this Agreement absent contrary terms contained
in this Agreement.

ARTICLE 18
MISCELLANEOUS

18.1 Priority Among Limited Partners. No Limited Partner shall be
entitled to any priority or preference over any other Limited Partner in regard
to the affairs of the Partnership.

18.2 Notices. All notices under this Agreement, other than Requests for
Redemption of Units, notices of assignment, transfer or pledge of Units, and
reports by the General Partner to the Limited Partners, shall be in writing and
shall be effective upon personal delivery, or if sent by first class mail,
postage prepaid, addressed to the last known address of the party to whom such
notice is to be given, then, upon the deposit of such notice in the United
States mails. Reports by the General Partner to the Limited Partners shall be in
writing and shall be sent by first class mail to the last known address of each
Limited Partner. Requests for Redemption and notices of assignment, transfer, or
pledge of Units shall be effective upon receipt by the Partnership.

18.3 Binding Effect. This Agreement shall inure to and be binding upon
all of the parties, their successors, assigns as permitted herein, custodians,
estates, heirs and personal representatives. For purposes of determining the
rights of any Partner or assignee hereunder, the Partnership and the General
Partner may rely upon the Partnership records as to who are Partners and
assignees, and all Partners and assignees agree that their rights shall be
determined and that they shall be bound hereby, including all rights which they
may have under Article 16 hereof.

18.4 Captions. Captions in no way define, limit, extend or describe the
scope of this Agreement nor the effect of any of its provisions.

18.5 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of such
counterparts together shall constitute one and the same instrument.

A-12
<PAGE> 101

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first appearing above.

CAMPBELL & COMPANY, INC.

By: /s/ BRUCE L. CLELAND
------------------------------------
Name: Bruce L. Cleland
Title: President

LIMITED PARTNERS

Bruce L. Cleland as attorney-in-fact
for the Limited Partners who have
agreed by separate instrument to be a
party hereto.

/s/ BRUCE L. CLELAND
--------------------------------------
Bruce L. Cleland

A-13
<PAGE> 102

EXHIBIT B

CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
REQUEST FOR REDEMPTION

Campbell & Company, Inc.
Court Towers Building
210 West Pennsylvania Avenue
Baltimore, Maryland 21204

------------------------------------
Social Security Numbers/
Taxpayer ID Number
Dear Sirs:

The undersigned hereby requests redemption, as defined in and subject to all
the terms and conditions of the Limited Partnership Agreement of CAMPBELL
STRATEGIC ALLOCATION FUND, L.P. ("Fund"), of (insert number of Units to
be redeemed; IF NO NUMBER OF UNITS IS ENTERED HERE, IT WILL BE ASSUMED THAT THE
LIMITED PARTNER WISHES TO REDEEM ALL UNITS) of the undersigned's Limited
Partnership Units ("Units") in the Fund at the Net Asset Value per Unit, as
described in the Prospectus, as of the close of business at the end of the
current month. Redemption shall be effective as of the month-end immediately
following receipt by you of this Request for Redemption, provided that this
Request for Redemption is received ten (10) business days prior to the end of
such month. Redemption fees apply through the first twelve month ends following
purchase (from and including the Closing Date on which the Unit is purchased) 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.

The undersigned hereby represents and warrants that the undersigned is the
true, lawful and beneficial owner of the Units to which this Request relates
with full power and authority to request redemption of such Units. Such Units
are not subject to any pledge or otherwise encumbered in any fashion.

UNITED STATES TAXABLE LIMITED PARTNERS ONLY

Under penalty of perjury, the undersigned hereby certifies that the Social
Security Number or Taxpayer ID Number indicated on this Request for Redemption
is the undersigned's true, correct and complete Social Security Number or
Taxpayer ID Number and that the undersigned is not subject to backup withholding
under the provisions of section 3406(a)(1)(C) of the Internal Revenue Code.

NON-UNITED STATES LIMITED PARTNERS ONLY

Under penalty of perjury, the undersigned hereby certifies that (a) the
undersigned is not a citizen or resident of the United States or (b) (in the
case of an investor which is not an individual) the investor is not a United
States corporation, partnership, estate or trust.

SIGNATURE(S) MUST BE IDENTICAL TO NAME(S)
IN WHICH UNITS ARE REGISTERED

Please forward redemption funds by mail to the undersigned at:

- --------------------------------------------------------------------------------
Name Street City, State and Zip Code

<TABLE>
<S> <C>
Entity Limited Partner Individual Limited Partner(s)

- -------------------------------------------------- --------------------------------------------------
(Name of Entity) (Signature of Limited Partner)

By:
- -------------------------------------------------- --------------------------------------------------
(Authorized corporate officer, (Signature of Limited Partner)
partner, custodian or trustee)

- --------------------------------------------------
Title
</TABLE>

B-1
<PAGE> 103

(This page has been left blank intentionally.)

B-2
<PAGE> 104

APPENDIX I

GLOSSARY

The following glossary may assist prospective investors in understanding
the terms used in this prospectus.

Commodity. Goods, wares, merchandise, produce and in general everything
that is bought and sold in commerce. Out of this large class, certain
commodities, because of their wide distribution, universal acceptance and
marketability in commercial channels, have become the subject of trading on
various national and international exchanges located in principal marketing and
commercial areas. Traded commodities include: grains, such as wheat, corn, oats
and rice; oilseed products, such as soybeans and soybean products (meal and
oil); foods, such as livestock and meat, sugar, cocoa and coffee; fibers, such
as cotton, lumber and plywood; metals, such as copper, silver, gold, palladium
and platinum; financial instruments, such as U.S. Treasury bonds, Eurodollars,
German Bund, Euromark deposit rates, and Short Sterling rates; foreign
currencies, such as British pounds, Canadian dollars, Deutsche marks, Japanese
yen and Swiss francs; energy supplies, such as petroleum and petroleum products
(heating oil); and stock indices, such as the Standard & Poor's Composite Index,
the New York Stock Exchange Composite Index and the Nikkei Stock Index Average.
Traded commodities are sold according to uniform established grade standards, in
convenient predetermined lots and quantities such as bushels, pounds or bales,
are fungible and, with a few exceptions, are storable over periods of time.

Commodity Exchange Act. The statute providing the regulatory scheme for
trading in commodity futures and options contracts in the United States under
the administration of the Commodity Futures Trading Commission.

Commodity exchanges. Centralized market facilities, sometimes referred to
as contract markets, for trading in futures contracts relating to specified
commodities. Principal exchanges in the United States include the Board of Trade
of the City of Chicago, the Chicago Mercantile Exchange (including the
International Monetary Market), and the Commodity Exchange, Inc.

Commodity Futures Trading Commission ("CFTC"). An independent regulatory
commission of the United States government empowered to regulate commodity
futures transactions and other commodity transactions under the Commodity
Exchange Act.

Commodity Pool Operator. A person engaged in the business of operating an
organization that raises capital through the sale of interests in an investment
trust, syndicate or similar form of enterprise, and uses that capital to invest
either entirely or partially in commodity contracts.

Commodity Trading Advisor. A person who renders advice about commodities
or about the trading of commodities, as part of a regular business, for profit.

Daily price fluctuation limit. The maximum permitted fluctuation (imposed
by an exchange and approved by the CFTC) in the price of a commodity futures
contract for a given commodity that can occur on a commodity exchange on a given
day in relation to the previous day's settlement price, which maximum permitted
fluctuation is subject to change from time to time by the exchange (with CFTC
approval).

Delivery. The process of satisfying a commodity futures contract by
transferring ownership of a specified quantity and grade of a cash commodity to
the purchaser thereof.

Forward contract. A cash market transaction in which buyer and seller
agree to the purchase and sale of a specific quantity of a commodity for
delivery at some future time under such terms and conditions as the two may
agree upon.

Futures Commission Merchant. The person or organization that solicits or
accepts orders for the purchase or sale of any commodity for future delivery
subject to the rules of any contract market and in connection with such
solicitation or acceptance of orders, accepts money or other assets to margin,
guarantee, or secure any trades or contracts that result from such orders.

Futures contract. A contract providing for (i) the delivery or receipt at
a future date of a specified amount and grade of a traded commodity at a
specified price and delivery point, or (ii) cash settlement of the change in

APPI-1
<PAGE> 105

the value of the contract. The terms of these contracts are standardized for
each commodity traded on each exchange and vary only with respect to price and
delivery months. A commodity futures contract should be distinguished from the
actual physical commodity, which is termed a "cash commodity." Trading in
commodity futures contracts involves trading in contracts for future delivery of
commodities and not the buying and selling of particular lots of commodities. A
contract to buy or sell may be satisfied either by making or taking delivery of
the commodity and payment or acceptance of the entire purchase price therefor,
or by offsetting the contractual obligation with a countervailing contract on
the same exchange prior to delivery.

Limit order. A trading order which sets a limit on price of execution.
Limit orders (as contrasted with stop orders) do not become market orders.

Long contract. A commodity futures contract to accept delivery of (buy) a
specified amount and grade of a commodity at a future date at a specified price.

Market order. A trading order to execute a trade at the most favorable
price as soon as possible.

Margin. A good faith deposit with a broker to assure fulfillment of the
terms of a commodity futures contract. Commodity margins do not usually involve
the payment of interest.

Margin call. A demand for additional monies after depletion of the initial
good faith deposit required to maintain a customer's account in compliance with
the requirements of a particular commodity exchange or of a commodity broker.

Open position. A contractual commitment arising under a long contract or a
short contract that has not been extinguished by an offsetting trade or by
delivery.

Option contract. An option contract gives the purchaser of the option
contract the right (as opposed to the obligation) to acquire (call) or sell
(put) a given quantity of a commodity or a futures contract for a specified
period of time at a specified price.

Position limit. The maximum number of speculative futures contracts in any
one commodity (on one contract market) imposed by the CFTC or an exchange that
can be held or controlled at one time, by one person or a group of persons
acting together.

Round-turn trade. The initial purchase or sale of a commodity futures
contract and the subsequent offsetting sale or purchase of a contract.

Short contract. A futures contract to make delivery of (sell) a specified
amount and trade of a commodity at a future date at a specified price.

Spot contract. A cash market transaction in which buyer and seller agree
to the purchase and sale of a specified commodity lot for immediate delivery.

Spreads. A commodity futures trading transaction involving the
simultaneous holding of commodity futures contracts dealing with the same
commodity but involving different delivery dates or delivery markets, and in
which the trader expects to earn profits from a widening or narrowing movement
of the prices of the different commodity futures contracts.

Stop order. An order given to a broker to execute a trade in a futures
contract when the market price for the contract reaches the specified stop order
price. Stop orders are utilized to protect gains or losses on open positions.
Stop orders become market orders when the stop order price is reached.

Unrealized profit or loss. The profit or loss which would be realized on
an open position if it were closed at the current settlement price or the most
recent appropriate quotation as supplied by the broker or bank through which the
transaction is effected.

APPI-2
<PAGE> 106

BLUE SKY GLOSSARY

The following definitions are included in this Appendix I in compliance
with the requirements of various state securities administrators who review
public futures fund offerings for compliance with the "Guidelines for the
Registration of Commodity Pool Programs" Statement of Policy promulgated by the
North American Securities Administrators Association, Inc. The following
definitions are reprinted verbatim from such Guidelines and may, accordingly,
not in all cases be relevant to an investment in the Fund.

Definitions -- As used in the Guidelines, the following terms have the
following meanings:

Administrator -- The official or agency administering the security laws of
a state.

Advisor -- Any person who for any consideration engages in the business of
advising others, either directly or indirectly, as to the value, purchase, or
sale of commodity contracts or commodity options.

Affiliate -- An Affiliate of a Person means: (a) any Person directly or
indirectly owning, controlling or holding with power to vote 10% or more of the
outstanding voting securities of such Person; (b) any Person 10% or more of
whose outstanding voting securities are directly or indirectly owned, controlled
or held with power to vote, by such Person; (c) any Person, directly or
indirectly, controlling, controlled by, or under common control of such Person;
(d) any officer, director or partner of such Person; or (e) if such Person is an
officer, director or partner, any Person for which such Person acts in any such
capacity.

Capital Contributions -- The total investment in a Program by a Participant
or by all Participants, as the case may be.

Commodity Broker -- Any Person who engages in the business of effecting
transactions in commodity contracts for the account of others or for his own
account.

Commodity Contract -- A contract or option thereon providing for the
delivery or receipt at a future date of a specified amount and grade of a traded
commodity at a specified price and delivery point.

Cross Reference Sheet -- A compilation of the Guideline sections,
referenced to the page of the prospectus, Program agreement, or other exhibits,
and justification of any deviation from the Guidelines.

Net Assets -- The total assets, less total liabilities, of the Program
determined on the basis of generally accepted accounting principles. Net Assets
shall include any unrealized profits or losses on open positions, and any fee or
expense including Net Asset fees accruing to the Program.

Net Asset Value Per Program Interest -- The Net Assets divided by the
number of Program Interests outstanding.

Net Worth -- The excess of total assets over total liabilities are
determined by generally accepted accounting principles. Net Worth shall be
determined exclusive of home, home furnishings and automobiles.

New Trading Profits -- The excess, if any, of Net Assets at the end of the
period over Net Assets at the end of the highest previous period or Net Assets
at the date trading commences, whichever is higher, and as further adjusted to
eliminate the effect on Net Assets resulting from new Capital Contributions,
redemptions, or capital distributions, if any, made during the period decreased
by interest or other income, not directly related to trading activity, earned on
Program assets during the period, whether the assets are held separately or in a
margin account.

Organizational and Offering Expenses -- All expenses incurred by the
Program in connection with and in preparing a Program for registration and
subsequently offering and distributing it to the public, including, but not
limited to, total underwriting and brokerage discounts and commissions
(including fees of the underwriter's attorneys), expenses for printing,
engraving, mailing, salaries of employees while engaged in sales activity,
charges of transfer agents, registrars, trustees, escrow holders, depositories,
experts, expenses of qualification of the sale of its Program Interest under
federal and state law, including taxes and fees, accountants' and attorneys'
fees.

Participant -- The holder of a Program Interest.

APPI-3
<PAGE> 107

Person -- Any natural Person, partnership, corporation, association or
other legal entity.

Pit Brokerage Fee -- Pit Brokerage Fee shall include floor brokerage,
clearing fees, National Futures Association fees, and exchange fees.

Program -- A limited partnership, joint venture, corporation, trust or
other entity formed and operated for the purpose of investing in Commodity
Contracts.

Program Broker -- A commodity broker that effects trades in Commodity
Contracts for the account of a Program.

Program Interest -- A limited partnership interest or other security
representing ownership in a program.

Pyramiding -- A method of using all or a part of an unrealized profit in a
Commodity Contract position to provide margin for any additional Commodity
Contracts of the same or related commodities.

Sponsor -- Any Person directly or indirectly instrumental in organizing a
Program or any Person who will manage or participate in the management of a
Program, including a commodity broker who pays any portion of the Organizational
Expenses of the Program, and the general partner(s) and any other Person who
regularly performs or selects the Persons who perform services for the Program.
Sponsor does not include wholly independent third parties such as attorneys,
accountants, and underwriters whose only compensation is for professional
services rendered in connection with the offering of the Units. The term
"Sponsor" shall be deemed to include its Affiliates.

Valuation Date -- The date as of which the Net Assets of the Program are
determined.

Valuation Period -- A regular period of time between Valuation.

APPI-4
<PAGE> 108

APPENDIX II

SUPPLEMENTARY PERFORMANCE INFORMATION

The following tables include a graphic presentation of the performance of
the Fund and the two portfolios in which the Fund trades.

Table 1 presents the actual performance of the Fund since inception,
compared to several investment indices. Tables 2 and 3 present the overall
performance of Campbell & Company's management and trading systems within the
portfolios in which the Fund trades. Campbell & Company is a highly systematic
trader, which uses essentially the same systematic approach in each market
traded, and the basic trading principles and policies have remained constant
since the inception of trading in the Portfolios. Investors should note that
both individual accounts within each Portfolio and other funds managed by
Campbell & Company have at times incurred significant losses, greater than any
losses sustained to date by the Fund. The Portfolio tables do not represent the
actual performance of the Fund and are not representative of how the Fund has or
will perform.

THE FOLLOWING TABLES INCLUDE THE PERFORMANCE OF PROGRAMS AND ACCOUNTS WHICH
HAVE TRADED PURSUANT TO THE SAME SYSTEMS AS THE FUND, BUT WHICH HAVE MATERIAL
DIFFERENCES FROM THE FUND. THE FUND WILL NOT EXPERIENCE IN THE FUTURE THE
RESULTS SHOWN IN THE PORTFOLIO TABLES BECAUSE OF DIFFERENCES IN BROKERAGE FEES,
ADVISORY AND PERFORMANCE FEES AND TREATMENT OF INTEREST INCOME BETWEEN THE FUND
AND ACCOUNTS INCLUDED IN SUCH TABLES. THE SIZE OF THE FUND'S ASSETS ALSO MAY
AFFECT PARTICULAR TRADING DECISIONS, SUCH AS THE RELATIVE SIZE OF POSITIONS
TAKEN, DEGREE OF DIVERSIFICATION AND PARTICULAR COMMODITIES TRADED AND MAY
AFFECT GENERALLY THE DESIGN AND EXECUTION OF CAMPBELL & COMPANY'S TRADING
METHODS. IN ANY EVENT, PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE
RESULTS.

FUTURES TRADING IS SPECULATIVE. INVESTORS MAY LOSE ALL OR
SUBSTANTIALLY ALL OF THEIR INVESTMENT.

APPI-5
<PAGE> 109

TABLE 1

CAMPBELL STRATEGIC ALLOCATION FUND, L.P.

WORST MONTHLY PERCENTAGE DRAW-DOWN*: April, 1998/6.69%
WORST PEAK-TO-VALLEY DRAW-DOWN*: June, 1994 - January, 1995/17.99%

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
<TABLE>
<CAPTION>

<S> <C> <C> <C> <C> <C>
RATE OF RETURN(1)
(COMPUTED ON A COMPOUNDED MONTHLY BASIS)

<CAPTION>
MONTH 1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
January 2.74% 4.52% 5.79% -4.67%
February -2.81% 2.03% -5.97% 4.21%
March 4.68% -2.47% 4.72% 8.77%
April -6.69% -3.60% 3.59% 1.13% 0.16%
May 4.07% -2.92% -2.18% -0.84% -2.42%
June 1.29% 2.48% 0.75% -1.77% 5.15%
July -4.00% 9.12% -0.78% -3.82% -3.94%
August 9.48% -5.69% 1.84% 5.47% -3.89%
September 2.47% 4.51% 1.77% -3.93% 5.20%
October 3.97% 1.83% 12.44% 0.79% -0.14%
November 0.17% 11.00% -0.15% -6.67%
December 4.46% -4.41% 5.35% -4.98%
Total 15.12% 14.31% 30.46% 9.99% -11.62%
</TABLE>

COMPOUND ANNUAL RATES OF RETURN
APRIL 1983 - OCTOBER 1998
<S> <C>
12-month 20.46%
24-month 18.17%
36-month 21.78%
Since Inception 11.83%
</TABLE>

The first chart is a graphic presentation of the table at the left, which
presents the actual performance of Campbell Strategic Allocation Fund, L.P.
since inception, net of all fees and commissions paid. The MAR Fund/Pool
Qualified Universe Index is a dollar weighted index of 420 managed futures
funds, including the performance of current as well as retired funds. Both of
these charts represent actively managed futures accounts whose objective is
speculative trading profits. Stocks are represented by the S&P 500 Index and
Bonds by the Lehman Brothers Government Bond Index. These are passive indices of
equity and debt securities which generally are purchased by investors with an
investment objective of capital preservation, growth or income. There is
generally no correlation between the returns of stocks, bonds, and futures
investments (see the discussions on non-correlation in "The Risks You Face" and
"Investment Factors." The bars in each chart represent annual returns
(calculated on a compounded monthly basis).

* "Draw-down" means losses experienced by the Fund over a specified period.

<TABLE>
<CAPTION>
CAMPBELL
STRATEGIC
ALLOCATION
FUND
<S> <C>
1994 (beg. April) -11.62%
1995 9.99%
1996 30.46%
1997 14.31%
1998 (through October) 15.12%
</TABLE>

[CHART]

<TABLE>
<CAPTION>
MAR FUND/
POOL QUALIFIED
UNIVERSE
INDEX
<S> <C>
1994 (beg April) 0.97%
1995 9.66%
1996 11.89%
1997 9.49%
1998 (through October) 11.48%
</TABLE>

<TABLE>
<CAPTION>
S&P 500 Index
<S> <C>
1994 (beg. April) 1.31%
1995 38.56%
1996 22.92%
1997 33.37%
1998 (through October) 13.75%
</TABLE>

<TABLE>
<CAPTION>
LEHMAN
BROTHERS
GOVERNMENT
BOND INDEX
<S> <C>
1994 (beg. April) -7.73%
1995 18.77%
1996 -0.72%
1997 14.88%
1998 (through October) 12.79%
</TABLE>

APPI-6
<PAGE> 110
CAMPBELL STRATEGIC ALLOCATION FUND, L.P. -- (CONTINUED)

STATISTICS
4/94 - 10/98
<S> <C>
Compounded Monthly Annual ROR: 11.83%
Average Monthly ROR: 1.04%
Standard Deviation of Monthly Returns: 4.61%
Annualized Standard Deviation: 15.96
Sharpe Ratio: .41
Average Monthly Gain: 4.25%
Average Monthly Loss: (3.42)%
Number of Profitable Months: 32
Number of Unprofitable Months: 23
Average Duration of Decline (Months): 1.92
Average Recovery Period (Months): 2.92
</TABLE>

THE EFFECT OF INCREASING ALLOCATIONS OF MANAGED FUTURES IN A PORTFOLIO
1980-1997

[ANNUAL STANDARD DEVIATION CHART]

Beginning with a 60% Stock/40% Bond allocation, futures were added in 5%
increments while the bond allocation was decreased by the same percentage. As
the allocation of futures increased up to approximately 15%, returns increased
and standard deviation (one measure of risk) was reduced. If more than 15%
futures were introduced, returns continued to increase, but risk increased also.

This is not a recommendation that anyone invest more than 10% of their net
worth, which is the maximum allocation allowed by the prospectus, in the Fund.
The "Efficient Frontier" is only evident during periods in which managed futures
out-perform stocks or bonds.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

APPI-7
<PAGE> 111

TABLE 2

FINANCIAL, METAL & ENERGY LARGE PORTFOLIO(4)

Worst Monthly Percentage Draw-down(2): June, 1986/17.68%
Worst Peak-to-Valley Draw-down(3): March - November, 1986/41.94%

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

[LARGE PORTFOLIO CHART]

<TABLE>
<CAPTION>
FINANCIAL, METAL & ENERGY LARGE
PORTFOLIO
<S> <C>
1983 (beg. April) -10.34%
1984 26.96%
1985 33.05%
1986 -30.45%
1987 64.38%
1988 7.96%
1989 42.23%
1990 35.24%
1991 31.12%
1992 13.47%
1993 4.68%
1994 -16.73%
1995 19.46%
1996 35.96%
1997 18.75%
1998 (through October) 19.91%
</TABLE>

The Financial, Metal & Energy Large Portfolio is the composite performance
of all accounts traded in the Portfolio since its inception, net of all fees and
commissions. This is not the Fund's performance, and individual accounts within
the Portfolio may have had returns that differ from the Portfolio composite. The
bars represent annual returns (calculated on a compounded monthly basis).

SEE TABLE 1 ON PAGE APP-II-2 FOR ACTUAL PERFORMANCE OF THE FUND.

COMPOUND ANNUAL RATES OF RETURN
APRIL 1983 - OCTOBER 1998
<S> <C>
12-month 26.80%
24-month 23.78%
36-month 27.38%
Since Inception 16.50%
</TABLE>

APPI-8
<PAGE> 112
<TABLE>
<CAPTION>

RATE OF RETURN(1)
(COMPUTED ON A COMPOUNDED MONTHLY BASIS)

MONTH 1998 1997 1996 1995 1994 1993 1992 1991 1990
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
January 3.25% 5.26% 5.46% -4.53% -4.67% -0.71% -5.54% -7.89% 3.00%
February -2.38% 2.26% -5.63% 5.85% -6.81% 13.74% -3.58% -1.59% 0.59%
March 4.95% -2.08% 5.62% 9.58% 7.00% -5.79% 1.05% 20.41% 3.37%
April -5.88% -3.84% 3.49% 2.08% -1.77% 2.99% -2.78% -1.87% 4.62%
May 4.34% -1.84% -1.71% 0.88% -2.78% 2.81% 1.14% 2.81% -11.50%
June 2.04% 2.23% 1.29% -0.90% 5.25% 2.55% 10.66% 1.49% 8.29%
July -3.68% 9.27% 0.01% -4.05% -4.36% 5.55% 10.40% -7.96% 10.04%
August 9.23% -5.14% 1.78% 5.83% -3.79% -4.33% 4.99% 3.79% 12.30%
September 2.98% 4.23% 2.47% -3.47% 6.91% -4.83% -2.17% 6.07% 2.59%
October 4.42% 2.39% 12.06% 1.20% 0.36% -6.19% -4.67% 0.63% 1.25%
November 0.57% 12.22% -0.24% -7.02% 0.59% 6.26% -2.03% -1.35%
December 4.95% -4.29% 6.82% -5.07% -0.08% -1.36% 17.45% -0.54%
Year 19.91% 18.75% 35.96% 19.46% -16.74% 4.68% 13.47% 31.12% 35.24%
</TABLE>

<TABLE>
<CAPTION>
RATE OF RETURN(1)
(COMPUTED ON A COMPOUNDED MONTHLY BASIS)

MONTH 1989 1988 1987 1986 1985 1984 1983
<S> <C> <C> <C> <C> <C> <C> <C>
January 7.90% -0.08% 33.71% -6.28% 3.63% 1.27%
February -1.99% 2.39% 3.23% 17.84% 11.59% 2.12%
March 10.74% -1.88% 13.51% 6.48% 0.74% 2.44%
April 1.94% -5.12% 15.39% -7.87% 5.97% 0.09% -0.40%
May 13.72% 1.63% -4.17% 5.01% 2.92% 9.78% 0.18%
June 1.88% 8.29% -3.21% -17.68% -2.18% -5.50% -3.71%
July 0.55% -0.68% 9.80% 5.21% 5.48% 6.86% 3.27%
August -0.81% -0.22% -1.12% 7.61% -3.63% -1.34% -1.47%
September -4.27% 4.80% 2.71% -17.22% -11.29% 8.32% 0.83%
October -6.88% -0.06% -13.45% -11.74% 3.95% 2.79% -4.18%
November 2.46% -0.35% -0.53% -11.84% 10.45% -3.12% -1.93%
December 12.88% -0.42% 2.11% 1.84% 3.40% 1.49% -3.21%
Year 42.23% 7.96% 64.38% -30.45% 33.05% 26.96% -10.34%
</TABLE>

*SEE TABLE 1 ON PAGE APP-II-2 FOR ACTUAL PERFORMANCE OF THE FUND.

See the notes on page APP-II-8 which are an integral part of the
performance presentation.

APPI-9
<PAGE> 113

TABLE 3

GLOBAL DIVERSIFIED LARGE PORTFOLIO(5)

Worst Monthly Percentage Draw-Down(2): April, 1986/14.41%
Worst Peak-to-Valley Draw-Down(3): March - November, 1986/29.71%

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

[LARGE PORTFOLIO CHART]

<TABLE>
<CAPTION>
GLOBAL DIVERSIFIED LARGE PORTFOLIO
<S> <C>
1983 (beg. April) 0.00%
1984 0.00%
1985 0.00%
1986 -26.55%
1987 33.08%
1988 19.18%
1989 26.16%
1990 32.18%
1991 14.86%
1992 7.68%
1993 2.39%
1994 9.61%
1995 6.52%
1996 26.78%
1997 14.95%
1998 (through October) 12.56%
</TABLE>

The Global Diversified Large Portfolio is the composite performance of all
accounts traded in the Portfolio since its inception, net of all fees and
commissions. This is not the Fund's performance, and individual accounts within
the Portfolio may have had returns that differ from the Portfolio composite. The
bars represent annual returns (calculated on a compounded monthly basis).

SEE TABLE 1 ON PAGE APP-II-2 FOR ACTUAL PERFORMANCE OF THE FUND.

COMPOUND ANNUAL RATES OF RETURN
FEBRUARY 1986 - OCTOBER 1998
<S> <C>
12-month 18.13%
24-month 17.05%
36-month 20.72%
Since Inception 12.92%
</TABLE>

APPI-10
<PAGE> 114
<TABLE>
<CAPTION>

RATE OF RETURN(1)
(COMPUTED ON A COMPOUNDED MONTHLY BASIS)

MONTH 1998 1997 1996 1995 1994 1993 1992 1991
<S> <C> <C> <C> <C> <C> <C> <C> <C>
January 2.81% 3.68% 3.77% -2.87% -3.77% 0.31% -5.55% -7.59%
February -2.59% 1.77% -7.22% 4.85% -8.45% 12.43% -5.04% -2.58%
March 4.12% -2.08% 3.41% 4.02% 6.35% -3.09% -2.61% 16.04%
April -6.37% -2.56% 5.15% 1.40% -3.74% -0.01% -2.22% -1.66%
May 3.33% -1.74% -2.67% -1.30% 3.49% 2.79% -2.26% 2.66%
June 1.33% 3.19% 0.91% 0.08% 14.90% 3.81% 10.64% 5.43%
July -4.05% 6.89% -1.13% -5.49% 2.53% 4.60% 11.14% -8.54%
August 8.91% -5.11% 2.09% 2.57% -3.35% -6.12% 4.53% -2.92%
September 1.86% 3.87% 1.73% -2.75% 3.48% -7.07% -0.43% 2.11%
October 3.45% 1.80% 13.36% -0.75% 0.50% -5.45% -3.21% 0.31%
November 0.39% 10.38% 0.77% 2.84% -2.31% 4.24% -2.09%
December 4.59% -4.03% 6.47% -3.56% 4.17% -0.11% 16.01%
Year 12.56% 14.95% 26.78% 6.52% 9.61% 2.39% 7.68% 14.86%
</TABLE>
<TABLE>
<CAPTION>

RATE OF RETURN(1)
(COMPUTED ON A COMPOUNDED MONTHLY BASIS)

MONTH 1990 1989 1988 1987 1986
<S> <C> <C> <C> <C> <C>
January 5.63% -3.86% -5.70% 12.05%
February 2.45% -1.28% 1.69% -1.09% -0.11%
March 5.68% 10.69% -3.03% 3.24% 4.14%
April 8.34% -1.01% -5.83% 16.56% -14.41%
May -12.09% 11.35% 9.86% -1.28% 3.56%
June 4.55% 0.72% 25.99% -1.53% -5.68%
July 4.32% 4.64% -2.01% 5.25% 6.53%
August 8.98% -4.47% 0.65% -3.88% 5.08%
September 0.72% -2.68% 0.28% -1.72% -9.92%
October 2.13% -3.08% -0.10% -10.16% -10.93%
November 0.07% 4.07% 1.05% 8.18% -6.41%
December -0.82% 10.24% -1.51% 6.23% 0.47%
Year 32.18% 26.16% 19.18% 33.08% -26.55%
</TABLE>

*SEE TABLE 1 ON PAGE APP-II-2 FOR ACTUAL PERFORMANCE OF THE FUND.

See the notes on page APP-II-8 which are an integral part of the performance
presentation.

APPI-11
<PAGE> 115

(This page has been left blank intentionally.)

APPI-12
<PAGE> 116

EXHIBIT C

CAMPBELL STRATEGIC ALLOCATION FUND, L.P.

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

SUBSCRIPTION REQUIREMENTS

By executing the Subscription Agreement and Power of Attorney for Campbell
Strategic Allocation Fund, L.P. (the "Partnership"), each purchaser
("Purchaser") of Limited Partnership Units in the Partnership ("Units")
irrevocably subscribes for Units at a price equal to the Net Asset Value per
Unit as of the end of the month in which the subscription is accepted provided
such subscription is received at least five business days prior to such month
end, as described in the Partnership's Prospectus dated May 1, 1998 (the
"Prospectus"). The minimum subscription is $10,000; $5,000 for eligible employee
benefit plans and individual retirement accounts ($5,000 and $2,000,
respectively, for registered representatives of NASD registered broker-dealers);
additional Units may be purchased with a minimum investment of $1,000.
Subscriptions must be accompanied by a check in the full amount of the
subscription and made payable to "Campbell Strategic Allocation Fund, L.P."
Purchaser is also delivering to the Selling Agent an executed Subscription
Agreement and Power of Attorney (Exhibit D to the Prospectus). If Purchaser's
Subscription Agreement and Power of Attorney is accepted, Purchaser agrees to
contribute Purchaser's subscription to the Partnership and to be bound by the
terms of the Partnership's Limited Partnership Agreement, attached as Exhibit A
to the Prospectus. Purchaser agrees to reimburse the Partnership and Campbell &
Company, Inc. (the "General Partner") for any expense or loss incurred as a
result of the cancellation of Purchaser's Units due to a failure of Purchaser to
deliver good funds in the amount of the subscription price. By execution of the
Subscription Agreement and Power of Attorney, Purchaser shall be deemed to have
executed the Limited Partnership Agreement.

As an inducement to the General Partner to accept this subscription,
Purchaser (for the Purchaser and, if Purchaser is an entity, on behalf of and
with respect to each of Purchaser's shareholders, partners or beneficiaries), by
executing and delivering Purchaser's Subscription Agreement and Power of
Attorney, represents and warrants to the General Partner, the Commodity Broker
and the Selling Agent who solicited Purchaser's subscription and the Fund, as
follows:

(a) Purchaser is of legal age to execute the Subscription Agreement and
Power of Attorney and is legally competent to do so. Purchaser acknowledges that
Purchaser has received a copy of the Prospectus, including the Limited
Partnership Agreement.

(b) All information that Purchaser has furnished to the General Partner or
that is set forth in the Subscription Agreement and Power of Attorney submitted
by Purchaser is correct and complete as of the date of such Subscription
Agreement and Power of Attorney, and if there should be any change in such
information prior to acceptance of Purchaser's subscription, Purchaser will
immediately furnish such revised or corrected information to the General
Partner.

(c) Unless (d) or (e) below is applicable, Purchaser's subscription is made
with Purchaser's funds for Purchaser's own account and not as trustee, custodian
or nominee for another.

(d) The subscription, if made as custodian for a minor, is a gift Purchaser
has made to such minor and is not made with such minor's funds or, if not a
gift, the representations as to net worth and annual income set forth below
apply only to such minor.

(e) If Purchaser is subscribing in a representative capacity, Purchaser has
full power and authority to purchase the Units and enter into and be bound by
the Subscription Agreement and Power of Attorney on behalf of the entity for
which he is purchasing the Units, and such entity has full right and power to
purchase such Units and enter into and be bound by the Subscription Agreement
and Power of Attorney and become a Limited Partner pursuant to the Limited
Partnership Agreement which is attached to the Prospectus as Exhibit A.

C-1
<PAGE> 117

(f) Purchaser either is not required to be registered with the Commodity
Futures Trading Commission ("CFTC") or to be a member of the National Futures
Association ("NFA") or if required to be so registered is duly registered with
the CFTC and is a member in good standing of the NFA.

(g) Purchaser represents and warrants that Purchaser has (i) a net worth of
at least $150,000 (exclusive of home, furnishings and automobiles) or (ii) an
annual gross income of at least $45,000 and a net worth (similarly calculated)
of at least $45,000. Residents of the following states must meet the
requirements set forth below (net worth in all cases is exclusive of home,
furnishings and automobiles). In addition, Purchaser may not invest more than
10% of his net worth (exclusive of home, furnishings and automobiles) in the
Partnership.

(h) If the undersigned is acting on behalf of an "employee benefit plan,"
as defined in and subject to the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or a "plan" as defined in Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), the
individual signing this Subscription Agreement and Power of Attorney on behalf
of the undersigned hereby further represents and warrants as, or on behalf of,
the Plan responsible for purchasing Units (the "Plan Fiduciary") that: (a) the
Plan Fiduciary has considered an investment in the fund for such Plan in light
of the risks relating thereto; (b) the Plan Fiduciary has determined that, in
view of such considerations , the investment in the Fund is consistent with the
Plan Fiduciary's responsibilities under ERISA; (c) the Plan's investment in the
Fund does not violate and is not otherwise inconsistent with the terms of any
legal document constituting the Plan or any trust agreement thereunder; (d) the
Plan's investment in the Fund has been duly authorized and approved by all
necessary parties; (e) none of The General partner, the Fund's advisors, the
Fund's cash manager, the Fund's futures broker, any selling agent, any of their
respective affiliates or any of their respective agents or employees: (i) has
investment discretion with respect to the investment of assets of the Plan used
to purchase Units; (ii) has authority or responsibility to or regularly gives
investment advice with respect to the assets of the Plan used to purchase Units
for a fee and pursuant to an agreement or understanding that such advice will
serve as a primary basis for investment decisions with respect to the Plan and
that such advice will be based on the particular investment needs of the Plan;
or (iii) is an employer maintaining or contributing to the Plan; and (f) the
Plan Fiduciary (i) is authorized to make, and is responsible for, the decision
to invest in the Fund, including the determination that such investment is
consistent with the requirement imposed by Section 404 of ERISA that Plan
investments be diversified so as to minimize the risks of large losses, (ii) is
independent of The General Partner, the Fund's advisors, the Fund's cash
manager, the Fund's futures broker, any selling agent, each of their respective
affiliates, and (iii) is qualified to make such investment decision. The
undersigned will, at the request of The General Partner, furnish The General
Partner with such information as The General Partner may reasonably require to
establish that the purchase of the Units by the Plan does not violate any
provision of ERISA or the Code, including without limitation, those provisions
relating to "prohibited transactions" by "parties in interest" or "disqualified
persons" as defined therein.

1. Arizona -- Net worth of at least $225,000 or a net worth of at least
$60,000 and an annual taxable income of at least $60,000.
2. California -- Net worth of at least $100,000 and an annual income of at
least $50,000.
3. Iowa -- Net worth of at least $225,000 or a net worth of at least $60,000
and an annual income of at least $60,000.
4. Maine -- Net worth of at least $200,000, or net worth of $50,000 and an
annual income of $50,000. Net worth is calculated exclusive of home, home
furnishings, and automobiles.
5. Massachusetts -- Net worth of at least $225,000 or a net worth of at least
$60,000 and an annual income of at least $60,000.
6. Michigan -- Net worth of at least $225,000 or a net worth of at least
$60,000 and a taxable income during the preceding year of at least $60,000
and the expectation of a taxable income during the current year of at
least $60,000.
7. Minnesota -- Net worth of at least $225,000 or a net worth of at least
$60,000 and an annual taxable income of $60,000.

C-2
<PAGE> 118
8. Missouri -- Net worth of at least $225,000 or a net worth of at least
$60,000 and an annual taxable income of $60,000.
9. North Carolina -- Net worth of at least $225,000 or a net worth of at
least $60,000 and an annual taxable income of $60,000.
10. New Hampshire -- Net worth of at least $225,000 or a net worth of at least
$60,000 and an annual income of at least $60,000.
11. Oklahoma -- Net worth of at least $225,000 or a net worth of at least
$60,000 and an annual taxable income of $60,000.
12. Oregon -- Net worth of at least $225,000 or a net worth of at least
$60,000 and an annual taxable income of $60,000.
13. Pennsylvania -- Net worth of at least $175,000 or a net worth of at least
$100,000 and an annual taxable income of $50,000.
14. Tennessee -- Net worth of at least $225,000 or a net worth of at least
$60,000 and an annual taxable income during the past two years and
anticipated taxable income in the current year of at least $60,000.
15. Texas -- Net worth of at least $225,000 or a net worth of at least $60,000
and an annual taxable income of at least $60,000.

C-3
<PAGE> 119

EXHIBIT D

CAMPBELL STRATEGIC ALLOCATION FUND, L.P.

LIMITED PARTNERSHIP UNITS
------------------------

SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY

Campbell Strategic Allocation Fund, L.P.
c/o Campbell & Company, Inc.
Court Towers Building
210 West Pennsylvania Avenue
Baltimore, Maryland 21204

Dear Sirs:

1. Subscription for Units. I hereby subscribe for the number of Limited
Partnership Units ("Units") in Campbell Strategic Allocation Fund, L.P. (the
"Partnership") set forth below (minimum $10,000; $5,000 in the case of trustees
or custodians of employee benefit plans or individual retirement accounts) in
the Subscription Agreement and Power of Attorney Signature Page, at Net Asset
Value per Unit as set forth in the Prospectus of the Partnership dated February
1, 1999 (the "Prospectus"). The undersigned's check payable to Campbell
Strategic Allocation Fund, L.P.," in the full amount of the undersigned's
subscription (additional investments in excess of the required minimum
investment may be made in increments of $1,000, as described in the Prospectus),
accompanies the Subscription Agreement and Power of Attorney Signature Page. If
this subscription is rejected, or if no Units are sold, all funds remitted by
the undersigned herewith will be returned, together with any interest actually
earned thereon. If this subscription is accepted, subscribers will earn
additional Units in lieu of interest earned on the undersigned's subscription
while held in escrow. The General Partner may, in its sole and absolute
discretion, accept or reject this subscription in whole or in part. All
subscriptions once submitted are irrevocable. All Units are offered subject to
prior sale.

2. Representations and Warranties of Subscriber. I have received the
Prospectus. By submitting this Subscription Agreement and Power of Attorney I am
making the representations and warranties set forth in "Exhibit
C -- Subscription Requirements" contained in the Prospectus, including, without
limitation, those representations and warranties relating to my net worth and
annual income set forth therein.

3. Power of Attorney. In connection with my acceptance of an interest in
the Partnership, I do hereby irrevocably constitute and appoint the General
Partner, and its successors and assigns, as my true and lawful Attorney-in-Fact,
with full power of substitution, in my name, place and stead, to (i) file,
prosecute, defend, settle or compromise litigation, claims or arbitrations on
behalf of the Partnership and (ii) make, execute, sign, acknowledge, swear to,
deliver, record and file any documents or instruments which may be considered
necessary or desirable by the General Partner to carry out fully the provisions
of the Limited Partnership Agreement of the Partnership, which is attached as
Exhibit A to the Prospectus, including, without limitation, the execution of the
said Agreement itself and by effecting all amendments permitted by the terms
thereof. The Power of Attorney granted hereby shall be deemed to be coupled with
an interest and shall be irrevocable and shall survive, and shall not be
affected by, my subsequent death, incapacity, disability, insolvency or
dissolution or any delivery by me of an assignment of the whole or any portion
of my interest in the Partnership.

4. Irrevocability; Governing Law. I hereby acknowledge and agree that I am
not entitled to cancel, terminate or revoke this subscription or any of my
agreements hereunder after the Subscription Agreement and Power of Attorney has
been submitted (and not rejected) and that this subscription and such agreements
shall survive my death or disability, but shall terminate with the full
redemption of all my Units in the Fund. This Subscription Agreement and Power of
Attorney shall be governed by and interpreted in accordance with the laws of the
State of Delaware.

READ AND COMPLETE REVERSE SIDE

D-1
<PAGE> 120

Revised 2/99
EXHIBIT D
SIGNATURE PAGE

SUBSCRIPTION AGREEMENT

IMPORTANT: READ REVERSE SIDE BEFORE SIGNING

The investor named below, by execution and delivery of this Subscription
Agreement and Power of Attorney, by payment of the purchase price for Limited
Partnership Units in Campbell Strategic Allocation Fund, L.P. and by either (i)
enclosing a check payable to "CAMPBELL STRATEGIC ALLOCATION FUND, L.P.," or (ii)
authorizing the Selling Agent (or Additional Seller, as the case may be) to
debit investor's customer securities account in the amount set forth below,
hereby subscribes for the purchase of Units at Net Asset Value per Unit.

The named investor further acknowledges receipt of the Prospectus of the Fund
dated February 1, 1999. Including the Fund's Limited Partnership Agreement, the
Subscription Requirements and the Subscription Agreement and Power of Attorney
set forth therein, the terms of which govern the investment in the Units being
subscribed for hereby.

<TABLE>
<S> <C>
1) Total $ Amount 2) Account # _________________________ (must be completed)
(minimum of $10,000, except $5,000 minimum for IRA's and [ ] if payment is made by debit to investor's securities
other qualified accounts; $1,000 or more for additional account, check box
investments)
3) Social Security # ________ - ________ - ________ Taxpayer ID # ________ - ________ - ________
</TABLE>

Taxable Investors (check one):

<TABLE>
<S> <C> <C> <C>
[ ] Individual Ownership [ ] Tenants in Common [ ] Estate [ ] UGMA/UTMA
[ ] Partnership [ ] Joint Tenants with Right of [ ] Grantor or Other Revocable Trust (Minor)
[ ] Corporation Survivorship [ ] Trust other than a Grantor or Revocable
[ ] Community Property Trust
</TABLE>

Non-Taxable Investors (check one):

<TABLE>
<S> <C> <C> <C>
[ ] IRA [ ] Profit Sharing [ ] Pension [ ] Other
[ ] IRA Rollover [ ] Defined Benefit [ ] SEP (specify)
</TABLE>

4) [ ] Check here if this is an addition to an existing account. Partner #:
5) LIMITED PARTNER NAME ________________________________________________________
6)
-----------------------------------------------------------------------------
ADDITIONAL INFORMATION (FOR ESTATES, PARTNERSHIPS, TRUSTS AND CORPORATIONS)
7) RESIDENT ADDRESS
OF LIMITED PARTNER

-----------------------------------------------------------------------------
STREET (P.O. BOX NOT ACCEPTABLE)
CITY STATE ZIP CODE
8) MAILING ADDRESS
(IF DIFFERENT)

-----------------------------------------------------------------------------
STREET CITY STATE ZIP CODE
9) CUSTODIAN NAME
AND MAILING ADDRESS

-----------------------------------------------------------------------------
NAME STREET CITY STATE ZIP
CODE
10) INVESTOR(S) MUST SIGN

X _________________________________________________________ X ______________________________________________________
SIGNATURE OF INVESTOR DATE TELEPHONE
NO. SIGNATURE OF JOINT INVESTOR (IF ANY) DATE
</TABLE>

EXECUTING AND DELIVERING THIS SUBSCRIPTION AGREEMENT AND POWER OF ATTORNEY SHALL
IN NO RESPECT BE DEEMED TO CONSTITUTE A WAIVER OF ANY RIGHTS UNDER THE
SECURITIES EXCHANGE ACT OF 1933 OR UNDER THE SECURITIES EXCHANGE ACT OF 1934.

UNITED STATES INVESTORS ONLY

I have checked the following box if I am subject to backup withholding under the
provisions of Section 3406(a)(1)(C) of the Internal Revenue Code: [ ]. Under
penalties of perjury, by signature above I hereby certify that the Social
Security Number or Taxpayer ID Number next to my name is my true, correct and
complete Social Security Number or Taxpayer ID Number and that the information
given in the immediately preceding sentence is true, correct and complete.

NON-UNITED STATES INVESTORS ONLY

Under penalties of perjury, by signature above I hereby certify that (a) I am
not a citizen or resident of the United States or (b) (in the case of an
investor which is not an individual) the investor is not a United States
corporation, partnership, estate or trust.

11) ACCOUNT EXECUTIVE MUST SIGN

I hereby certify that I have informed the investor of all pertinent facts
relating to the risks, tax consequences, liquidity, marketability, management
and control of the General Partner with respect to an investment in the Units,
as set forth in the Prospectus dated February 1, 1999. I have also informed the
investor of the unlikelihood of a public trading market developing of the Units.

I have reasonable grounds to believe, based on information obtained from this
investor concerning his/her investment objectives, other investments, financial
situation and needs and any other information known by me, that investment in
the Fund is suitable for such investor in light of his/her financial position,
net worth and other suitability characteristics. The Account Executive MUST sign
below in order to substantiate compliance with Article III, Section 34 of the
NASD's Rules of Fair Practice.

X _________________________________________________________ X _________________________________________________________
ACCOUNT EXECUTIVE SIGNATURE DATE OFFICE MANAGER SIGNATURE DATE
(if required by Selling Agent, as the case may be,
procedures)
</TABLE>
<TABLE>
<S> <C> <C> <C>
12) SELLING FIRM A.E. NAME
------------------------------------------------ ----------------------------------

----------------------------------------------------------------------------------------------------
A.E. PHONE A.E. FAX A.E. NUMBER

A.E. ADDRESS
(FOR CONFIRMATIONS) ----------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------
STREET (P.O. BOX NOT ACCEPTABLE) CITY STATE ZIP CODE
</TABLE>

D-2
<PAGE> 121

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Campbell & Company will continue to advance certain of the offering
expenses, as described in the Prospectus, for which it shall be reimbursed by
the Registrant in monthly installments throughout the offering period up to the
lesser of the actual amount of offering expenses advanced by Campbell & Company,
Inc. or 2.5% of the aggregate subscriptions accepted by Campbell & Company.
Offering expenses related to the initial offering and the continuing offering
prior to the date of the Prospectus included in this Registration Statement have
been incurred. Such expenses are included in the 2.5% maximum described above
but are not reflected in the figures below. The following is an estimate of the
expenses for the next nine-month period:

<TABLE>
<CAPTION>
APPROXIMATE
AMOUNT
-----------
<S> <C>
Securities and Exchange Commission Registration Fee......... $ 13,900
National Association of Securities Dealers, Inc. Filing
Fee....................................................... $ 5,500
Printing Expenses........................................... $ 100,000
Fees of Certified Public Accountants........................ $ 10,000
Blue Sky Expenses (Excluding Legal Fees).................... $ 30,000
Fees of Counsel............................................. $ 25,000
Escrow Fees................................................. $ 1,000
Salaries of Employees Engaged in Sales Activity............. $1,400,000
Miscellaneous Offering Costs................................ $ 214,600
----------
Total............................................. $1,800,000
==========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 15 of the Amended Agreement of Limited Partnership (attached as
Exhibit A to the Prospectus which forms a part of this Registration Statement)
provides for the indemnification of the General Partner and certain of its
controlling persons by the Registrant in certain circumstances. Such
indemnification is limited to claims sustained by such persons in connection
with the Registrant; provided that such claims were not the result of negligence
or misconduct on the part of Campbell & Company or such controlling persons. The
Registrant is prohibited from incurring the cost of any insurance covering any
broader indemnification than that provided above. Advances of Registrant funds
to cover legal expenses and other costs incurred as a result of any legal action
initiated against Campbell & Company by a Limited Partner are prohibited unless
specific court approval is obtained.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

On May 11, 1993, one Unit of limited partnership interest was sold to an
individual affiliated with Campbell & Company in order to permit the filing of a
Certificate of Limited Partnership for the Registrant. The sale of these Units
were exempt from registration under the Securities Act of 1933 pursuant to
Section 4(2) thereof. No discounts or commissions were paid in connection with
the sale, and no other offeree or purchaser was solicited. There have been no
other unregistered sales of Units.

II-1
<PAGE> 122

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The following documents (unless indicated) are filed herewith and made a
part of this Registration Statement.

(a) EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
<C> <S>
1.01 Form of Selling Agreement among the Partnership, the General
Partner, PaineWebber Incorporated and the Selling Agent.**
1.02 Form of Auxiliary Selling Agreement.**
1.03 Form of Service Agreement among Steben Asset Management,
Inc. the Registrant and the General Partner.***
1.04 Form of Correspondent Selling Agreement among the
Partnership, the General Partner, PaineWebber Incorporated
and Correspondent Selling Agents under PaineWebber.****
3.01 Agreement of Limited Partnership of the Registrant dated May
11, 1993.*
3.02 Certificate of Limited Partnership of the Registrant.*
3.03 Amended Agreement of Limited Partnership of the Registrant
(included as Exhibit A to the Prospectus).
5.01 Opinion of Sidley & Austin relating to the legality of the
Units.
8.01 Opinion of Sidley & Austin with respect to federal income
tax consequences.
10.01 Advisory Agreement between the Partnership and Campbell &
Company, Inc.*
10.02 Customer Agreement between the Partnership and PaineWebber
Incorporated.*
10.03 Subscription Agreement and Power of Attorney (included as
Exhibit D to Prospectus).
10.04 Escrow Agreement between the Partnership and Mercantile Safe
Deposit & Trust Company.*
10.05 International Foreign Exchange Master Agreement with Margin
Account between The Partnership and ABN AMRO Bank N.V.
23.01 Consent of Sidle & Austin (included in their opinions in
Exhibit 5.01).
23.02 Consent of Arthur F. Bell, Jr. & Associates.
</TABLE>

- ---------------
* This exhibit is included in exhibits filed by the Registrant as part of its
Registration Statement on Form S-1 (No. 33-67164) on August 9, 1993 and is
hereby incorporated herein by reference.

** This exhibit is included in exhibits filed by the Registrant as part of its
Amendment No. 2 to the Registration Statement on Form S-1 (No. 33-67164) on
December 30, 1993 and is hereby incorporated herein by reference.

*** This exhibit is included in the exhibits filed by the Registrant as part of
its Post-Effective Amendment No. 1 to the Registration Statement on Form
S-1 (No. 33-84126) on May 22, 1995 and is hereby incorporated herein by
reference.

**** This exhibit is included in the exhibits filed by the Registrant as part of
its Registration Statement on Form S-1 (No. 333-47993) on March 16, 1998
and is hereby incorporated herein by reference.

(B) FINANCIAL STATEMENT SCHEDULES.

No Financial Schedules are required to be filed herewith.

ITEM 17. UNDERTAKINGS.

(a)(1) The undersigned registrant hereby undertakes to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement:

(i) To include any prospectus required by section 10a(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in

II-2
<PAGE> 123

the aggregate, represents a fundamental change in the information set forth in
the registration statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such posteffective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4), or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 14 above, or otherwise,
the registrant had been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any such
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

II-3
<PAGE> 124

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the General
Partner of the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Baltimore in the State of Maryland on the 4th day of December, 1998.

CAMPBELL STRATEGIC ALLOCATION FUND,
L.P.

By: Campbell & Company, Inc.
General Partner

By: /s/ BRUCE L. CLELAND
------------------------------------
Bruce L. Cleland
Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on behalf
of the General Partner of the Registrant in the capacities and on the date
indicated.

<TABLE>
<CAPTION>
SIGNATURES TITLE WITH REGISTRANT DATE
---------- --------------------- ----
<S> <C> <C>
/s/ D. KEITH CAMPBELL Chairman of the Board and December 4, 1998
- --------------------------------------------------- Director
D. Keith Campbell

/s/ BRUCE L. CLELAND President, Chief Executive December 4, 1998
- --------------------------------------------------- Officer and Director
Bruce L. Cleland (Principal Executive Officer)

/s/ THERESA D. LIVESEY Chief Financial Officer, December 4, 1998
- --------------------------------------------------- Secretary, Treasurer and
Theresa D. Livesey Director
(Principal Financial Officer)

/s/ WILLIAM C. CLARKE, III Executive Vice President and December 4, 1998
- --------------------------------------------------- Director
William C. Clarke, III

/s/ JAMES M. LITTLE Executive Vice President and December 4, 1998
- --------------------------------------------------- Director
James M. Little
</TABLE>

(Being the principal executive officer, the principal financial and
accounting officer and a majority of the directors of Campbell & Company, Inc.)

<TABLE>
<S> <C> <C>
CAMPBELL & COMPANY, INC. General Partner of Registrant December 4, 1998

By: /s/ BRUCE L. CLELAND
----------------------------------------------
Bruce L. Cleland
Chief Executive Officer
</TABLE>

II-4
<PAGE> 125

INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
<S> <C>
5.01 Opinion of Sidley & Austin relating to the legality of the
Units.
8.01 Opinion of Sidley & Austin with respect to federal income
tax consequences.
10.05 International Foreign Exchange Master Agreement with Margin
Account between The Partnership and ABN AMRO Bank N.V.
23.01 Consent of Sidley & Austin (included in their opinions in
Exhibit 5.01)
23.02 Consent of Arthur F. Bell, Jr. & Associates
</TABLE>

<PAGE> 1
SIDLEY & AUSTIN
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

CHICAGO 875 THIRD AVENUE WASHINGTON, D.C.
--- NEW YORK, NEW YORK 10022 ---
DALLAS TELEPHONE 212 906 2000 LONDON
--- FACSIMILE 212 906 2021 ---
LOS ANGELES SINGAPORE
---
FOUNDED 1866 TOKYO

WRITER'S DIRECT NUMBER WRITER'S E-MAIL ADDRESS

December 4, 1998

Campbell & Company, Inc.
General Partner of
Campbell Strategic Allocation Fund, L.P.
210 West Pennsylvania Avenue
Baltimore, Maryland 21204

Re: Campbell Strategic Allocation Fund, L.P.
Units of Limited Partnership
Interest (the "Units")

Dear Sir or Madam:

We refer to the Registration Statement on Form S-1 filed by Campbell
Strategic Allocation Fund, L.P. (the "Partnership") with the Securities and
Exchange Commission under the Securities Act of 1933 (the "Securities Act"), on
December 4, 1998 (the "Registration Statement"), relating to the registration of
Units of the Partnership as set forth on the cover page of the prospectus
included therein.

We are familiar with the proceedings to date with respect to the
proposed issuance and sale of the Units and have examined such records,
documents and questions of law, and satisfied ourselves as to such matters of
fact, as we have considered relevant and necessary as a basis of this opinion.

For purposes of rendering this opinion, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as certified or photostatic copies,
and the authenticity of the original of copies.

Based on the foregoing, we are of the opinion that:

1. The Partnership has been duly formed and is validly existing in
good standing as a limited partnership under the Delaware Revised Uniform
Limited Partnership Act (the "Act").

<PAGE> 2

SIDLEY & AUSTIN NEW YORK

Campbell & Company, Inc.
December 4, 1998
Page 2

2. The General Partner has taken all corporate action required to be
taken by it to authorize the issuance and sale of Units to the Subscribers (as
defined below) and to authorize the admission to the Partnership of the limited
partners of the Partnership.

3. Assuming (i) the due authorization, execution and delivery to the
General Partner of the Subscription Agreement by each subscriber for Units (the
"Subscribers"), (ii) the due acceptance by the General Partner of the admission
of the Subscribers as limited partners of the Partnership to the Partnership,
(iii) the payment by each Subscriber to the Partnership of the full
consideration due from it for the Units subscribed to by it, (iv) the due
authorization, execution and delivery by all parties thereto, including the
Subscribers as limited partners of the Partnership, of the Limited Partnership
Agreement, (v) that the books and records of the Partnership set forth all
information required by the Limited Partnership Agreement and the Act, including
all information with respect to all persons and entities to be admitted as
partners and their contributions to the Partnership, (vi) that the Subscribers,
as limited partners of the Partnership, do not participate in the control of the
business of the Partnership, and (vii) that the Units are offered and sold as
described in the Registration Statement and the Limited Partnership Agreement,
the Units to be issued to the Subscribers will represent valid limited partner
interests in the Partnership and, subject to the qualifications set forth
herein, will be fully paid and nonassessable limited partner interests in the
Partnership, as to which the Subscribers as limited partners of the Partnership,
will have no liability in excess of their obligations to make contributions to
the Partnership, their obligations to make other payments provided for in the
Limited Partnership Agreement and their share of the Partnership's assets and
undistributed profits (subject to the obligation of a Limited Partner to repay
any funds wrongfully distributed to it).

We express no opinion as to the application of the securities or blue
sky laws of the various states (including the state of Delaware) to the sale of
the Units.

We are members of the Bar of the States of Illinois, New York,
California and Texas and the District of Columbia and do not opine with respect
to the laws of any jurisdiction other than the States of Illinois, New York,
Texas, and California and of the District of Columbia, and the General
Corporation Law of the State of Delaware.

We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and all references to our firm included in or made a part
of the Registration Statement.

Very truly yours,

SIDLEY & AUSTIN

<PAGE> 1
SIDLEY & AUSTIN
A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS

CHICAGO 875 THIRD AVENUE WASHINGTON, D.C.
--- NEW YORK, NEW YORK 10022 ---
DALLAS TELEPHONE 212 906 2000 LONDON
--- FACSIMILE 212 906 2021 ---
LOS ANGELES SINGAPORE
---
Founded 1866 TOKYO

WRITER'S DIRECT NUMBER WRITER'S E-MAIL ADDRESS

December 4, 1998

Campbell & Company, Inc.
General Partner of
Campbell Strategic Allocation Fund, L.P.
210 West Pennsylvania Avenue
Baltimore, Maryland 21204

Re: Registration Statement on Form S-1

Dear Sir or Madam:

We have acted as your counsel in connection with the preparation and
filing with the Securities and Exchange Commission under the Securities Act of
1933, as amended, of the Registration Statement on Form S-1 filed with the
Securities and Exchange Commission on or about April 13, 1998 (the "Registration
Statement"), relating to Units of Limited Partnership Interest ("Units") of
Campbell Strategic Allocation Fund, L.P. (the "Fund"), a limited partnership
organized under the Delaware Revised Uniform Limited Partnership Act.

We have reviewed such data, documents, questions of law and fact and
other matters as we have deemed pertinent for the purpose of this opinion. Based
upon the foregoing, we hereby confirm our opinion that the description set forth
under the caption "Federal Income Tax Aspects" in the Prospectus (the
"Prospectus") constituting a part of the Registration Statement correctly
describes (subject to the uncertainties referred to therein) the material
aspects of the federal income tax treatment to a United States individual
taxpayer, as of the date hereof, of an investment in the Fund.

Very truly yours,

SIDLEY & AUSTIN

<PAGE> 1
EXHIBIT 10.05

INTERNATIONAL FOREIGN EXCHANGE MASTER AGREEMENT
WITH MARGIN ACCOUNT

MASTER AGREEMENT dated as of August 1, 1998, by and between Campbell
Strategic Allocation Fund, L.P., a Delaware limited partnership (the
"Customer") and ABN AMRO Bank N.V., a Netherlands public company with limited
liability (the "Bank"). The Bank and the Customer are collectively referred to
herein as the "Parties" and each may be referred to separately as a "Party".

SECTION 1. DEFINITIONS

Unless otherwise required by the context, the following terms shall have
the following meanings in the Agreement:

"Advisor" shall mean Campbell & Company, Inc.

"Adjusted Collateral Value" has the meaning given to it in Section 4.2.

"Agreement" has the meaning given to it in Section 2.2.

"Bank's Custodian" shall mean LaSalle National Bank.

"Base Currency" means, as to a Party, the Currency agreed to as such in
relation to it in Part VII of the Schedule hereto.

"Base Currency Rate" means, as to a Party and any amount, the cost
(expressed as a percentage rate per annum) at which that Party would be able to
fund that amount from such sources and for such periods as it may in its
reasonable discretion from time to time decide, as determined in good faith by
it.

"Business Day" means (i) a day which is a Local Banking Day for the
applicable Designated Office of both Parties, or (ii) solely in relation to
delivery of a Currency, a day which is a Local Banking Day in relation to that
Currency.

"Close-Out Amount" has the meaning given to it in Section 6.1.

"Close-Out Date" means a day or days on which, pursuant to the provisions
of Section 6.1, the Non-Defaulting Party closes out and liquidates Currency
Obligations or such a close-out and liquidation occurs automatically.

"Closing Gain" means, as to the Non-Defaulting Party, the difference
described as such in relation to a particular Value Date under the provisions of
Section 6.1.

"Closing Loss" means, as to the Non-Defaulting Party, the difference
described as such in relation to a particular Value Date under the provisions of
Section 6.1.

"Collateral" means the items specified as such in Part XII of the
Schedule.

<PAGE> 2

"Collateral Value" means, at the time of any valuation, the sum of the
Collateral Value (as specified in Part XII of the Schedule) of the Collateral
delivered by the Customer to the Bank hereunder.

"Confirmation" means a writing (including telex, facsimile or other
electronic means from which it is possible to produce a hard copy) evidencing an
FX Transaction governed by the Agreement. All Confirmations relating to FX
Transactions shall specify (i) the Parties thereto and their Designated Offices
through which they are respectively acting, (ii) the amounts of the Currencies
being bought or sold and by which Party, (iii) the Value Date, and (iv) any
other term generally included in such a writing in accordance with the practice
of the relevant foreign exchange market.

"Credit Support Document" has the meaning set forth in Part X of the
Schedule.

"Credit Support Provider" means, with respect to a Party, the Credit
Support Provider specified as such in Part X of the Schedule.

"Currency" means money denominated in the lawful currency of any country
or the ECU (European Currency Unit).

"Currency Obligation" means any obligation of a Party to deliver Currency
pursuant to an FX Transaction governed by the Agreement, or pursuant to the
application of Sections 3.3(a) or 3.3(b).

"Custodian" has the meaning given to it in the definition of Event of
Default.

"Customer's Data Sheet" means any written information about the Customer
that is furnished by the Customer to the Bank.

"Defaulting Party" has the meaning given to it in the definition of Event
of Default.

"Deliver" means, with respect to any Collateral, and in accordance with
the instructions of the Bank or the Customer, as applicable:

in the case of cash, payment or delivery by wire transfer of immediately
available funds to one or more bank accounts specified by the recipient;

in the case of certificated securities that cannot be transferred by
book-entry, delivery in appropriate physical form to the recipient or its
account accompanied by any duly executed instruments of transfer, assignments in
blank, transfer tax stamps and any other documents necessary to constitute a
legally valid transfer to the recipient;

in the case of securities that can be transferred by book-entry, the
giving of written instructions to the relevant depository institution or other
entity specified by the recipient, together with a written copy thereof to the
recipient, sufficient if complied with to result in a legally effective transfer
of the relevant interest to the recipient.

"Designated Office(s)" means, as to a Party, the Office(s) specified in
Part II of the Schedule hereto, as such Schedule may be modified from time to
time by agreement of the Parties.

<PAGE> 3

"Dollar Equivalent" of an amount of Currency at any time is (a) if such
Currency is U.S. Dollars, such amount, and (b) in the case of any other
Currency, the amount of U.S. Dollars which could be purchased at the Market Rate
prevailing at such time against delivery of such Currency on a specified date.

"Effective Date" means the date of this Master Agreement.

"Event of Default" means the occurrence of any of the following with
respect to a Party or, as applicable, to the Credit Support Provider of a Party
(the "Defaulting Party", the other Party being the "Non-Defaulting Party"):

(i) the Defaulting Party shall default in any payment under the Agreement
to the Non-Defaulting Party with respect to any sum when due under any Currency
Obligation or pursuant to the Agreement, and such failure shall continue for
two (2) Business Days after written notice of non-payment given by the
Non-Defaulting Party to the Defaulting Party;

(ii) the Defaulting Party shall commence a voluntary case or other
proceeding seeking liquidation, reorganization or other similar relief with
respect to itself or to its debts under any bankruptcy, insolvency or similar
law, or seeking the appointment of a trustee, receiver, liquidator,
conservator, administrator, custodian or other similar official (each, a
"Custodian") of it or any substantial part of its assets, or shall take any
corporate action to authorize any of the foregoing;

(iii) an involuntary case or other proceeding shall be commenced against
the Defaulting Party seeking liquidation, reorganization or other similar
relief with respect to it or its debts under any bankruptcy, insolvency or
similar law or seeking the appointment of a Custodian of it or any substantial
part of its assets, and such involuntary case or other proceeding is not
dismissed within five (5) days of its institution or presentation;

(iv) the Defaulting Party is bankrupt or insolvent, as defined under any
bankruptcy or insolvency law applicable to such Party;

(v) the Defaulting Party shall otherwise be unable to pay its debts as
they become due;

(vi) the Defaulting Party or any Custodian acting on behalf of the
Defaulting Party shall disaffirm, disclaim, or repudiate any Currency
Obligation;

(vii) (a) any representation or warranty made or deemed made by the
Defaulting Party pursuant to the Agreement or pursuant to any Credit Support
Document shall prove to have been false or misleading in any material respect
as at the time it was made or deemed made and one (1) Business Day has elapsed
after the Non-Defaulting Party has given the Defaulting Party written notice
thereof, or (b) the Defaulting Party fails to perform or comply with any
obligation assumed by it under the Agreement (other than an obligation to make
payment of the kind referred to in clause (i) of this definition of Event of
Default), and such failure is continuing thirty (30) days after the
Non-Defaulting Party has given the Defaulting Party written notice thereof;

(viii) the Defaulting Party consolidates or amalgamates with or merges
into or transfers all or substantially all its assets to another entity and (a)
the creditworthiness of the resulting, surviving or transferee entity is
materially weaker than that of the Defaulting Party prior to such action, or
(b) at the

<PAGE> 4

time of such consolidation, amalgamation, merger or transfer the resulting,
surviving or transferee entity fails to assume all the obligations of the
Defaulting Party under the Agreement by operation of law or pursuant to an
agreement satisfactory to the Non-Defaulting Party;

(ix) by reason of any default, or event of default or other similar condition or
event, any Specified Indebtedness of the Customer or any Credit Support Provider
in relation to it: (a) is not paid on the due date therefor and remains unpaid
after any applicable grace period has elapsed, or (b,) becomes, or becomes
capable at any time of being declared, due and payable under agreements or
instruments evidencing such Specified Indebtedness before it would otherwise
have been due and payable;

(x) the Defaulting Party is in breach of or default under any Specified
Transaction and any applicable grace period has elapsed, and there occurs any
liquidation or early termination of, or acceleration of obligations under that
Specified Transaction, or the Defaulting Party (or any Custodian on its behalf)
disaffirms, disclaims or repudiates the whole or any part of a Specified
Transaction;

(xi) (a) any Credit Support Provider in relation to the Defaulting Party or the
Defaulting Party itself fails to comply with or perform any agreement or
obligation to be complied with or performed by it in accordance with the
applicable Credit Support Document and such failure is continuing after any
applicable grace period has elapsed;(b) any Credit Support Document relating to
the Defaulting Party expires or ceases to be in full force and effect prior to
the satisfaction of all obligations of the Defaulting Party under the Agreement,
unless otherwise agreed in writing by the Non-Defaulting Party or unless such
Credit Support Document remains in effect with respect to such obligations; (c)
the Defaulting Party or its Credit Support Provider (or, in either case, any
Custodian acting on its behalf) disaffirms, disclaims or repudiates, in whole or
in part, or challenges the validity of, the Credit Support Document; (d) any
representation or warranty made or deemed made by any Credit Support Provider
pursuant to any Credit Support Document shall prove to have been false or
misleading in any material respect as at the time it was made or given or deemed
made or given and one (1) Business Day has elapsed after the Non-Defaulting
Party has given the Defaulting Party written notice thereof; or (e) any event
set out in (ii) to (vi) or (viii) to (x) above occurs in respect of the Credit
Support Provider; or

(xii) with respect to the Customer, (a) the Customer shall fail to maintain at
any time Collateral in the Margin Account having an Adjusted Collateral Value in
excess of the Maintenance Margin Amount, (b) a loss of or impairment to the
first priority status of the security interest granted by the Customer to the
Bank hereunder, (c) an attachment is levied against any of the Customer's
accounts with the Bank or a notice of levy with respect to any of the Customer's
accounts is served on the Bank by any competent taxing authority, or (d) if an
individual, the Customer dies or is judicially declared incompetent.

"Forward" means an FX Transaction in respect of which delivery is
designated as "forward" by the convention in the relevant foreign currency
market, which will normally mean that the foreign currencies subject of the FX
Transaction will be delivered at a fixed date occurring sometime after the first
two(2) Business Days following the date on which the FX Transaction is made.

"FX Transaction" means any transaction between the Parties for the
purchase by one Party of an agreed amount in one Currency against the sale by it
to the other of an agreed amount in another Currency, both such amounts being
deliverable on the same Value Date and in respect of which transaction the
Parties have agreed upon (whether orally, electronically or in writing) the
Currencies involved, the

<PAGE> 5

amounts of such Currencies to be purchased and sold, which Party will purchase
which Currency and the Value Date.

"Initial Percentage" shall mean the percentage specified as such in Part
XI of the Schedule.

"Local Banking Day" means (i) for any Currency, a day on which commercial
banks effect deliveries of that Currency in accordance with the market practice
of the relevant foreign exchange market and (ii) for any Party, a day in the
location of the applicable Designated Office of such Party on which commercial
banks in that location are not authorized nor required by law to close.

"Maintenance Percentage" shall mean the percentage specified as such in
Part XI or the Schedule.

"Margin Account" has the meaning given to it in Section 4.1.

"Market Rate" means, at any given time, the rate determined by the Bank
(which determination shall be binding in the absence of manifest error) to be
the market rate available to the Bank at such time in the New York foreign
exchange market (or, at the option of the Bank, in the foreign exchange market
of any other financial center which is open for business) for the purchase or,
as the case may be, sale of one Currency against another Currency for delivery
on a specified date.

"Market Value" means, with respect to any Collateral at any given time,
the market price (net of expenses) determined by the Bank (which determination
shall be binding in the absence of manifest error) which could be obtained on a
sale of such Collateral at such time on any market on which property of the same
type is normally dealt.

"Master Agreement" means the terms and conditions set forth in this master
agreement and the Schedule hereto.

"Matched Pair Novation Netting Office(s)" means, in respect of a Party,
the Designated Office(s) specified in Part V of the Schedule, as such Schedule
may be modified from time to time by agreement of the Parties.

"Net Open Position" means, at any given time, the aggregate amount of
Currency to be delivered by the Customer to the Bank under all Transactions,
provided however, that in calculating such aggregate amount (i) all Currency
Obligations under such Transactions shall be netted in the manner provided in
Section 3 of this Agreement, and (ii) any amount payable by the Customer in a
Currency other than U.S. Dollars under such Transaction shall be converted into
its Dollar Equivalent for delivery on its Value Date.

"Non-Defaulting Party" has the meaning given to it in the definition of
Event of Default.

"Novation Netting Office(s)" means in respect of a Party the Designated
Office(s) specified in Part IV of the Schedule, as such Schedule may be modified
from time to time by agreement of the Parties.

"Parties" means the Bank and the Customer and shall include their
successors and permitted assigns (but without prejudice to the application of
clause (viii) of the definition of Event of Default); and the term "Party" shall
mean whichever of the Parties is appropriate in the context in which such
expression may be used.

<PAGE> 6

"Potential Profit" means, at any given time in respect of each FX
Transaction for which the Settlement Value may not be determined under this
Agreement at such time, any positive amount produced by deducting (i) the Dollar
Equivalent at such time of the amount payable by the Customer under such FX
Transaction from (ii) the Dollar Equivalent at such time of the amount payable
by the Bank under such FX Transaction, and Potential Loss means any negative
amount produced by such calculation.

"Proceedings" means any suit, action or other proceedings relating to the
Agreement.

"Realized Profit" means, in respect of each Transaction for which the
Settlement Value may be determined under this Agreement, any positive amount
resulting from the calculation thereof which has been credited to the Margin
Account, and Realized Loss means any negative amount resulting from such
calculation which has been debited to the Margin Account.

"Settlement Netting Office(s)" means, in respect of a Party, the
Designated Office(s) specified in Part III of the Schedule, as such Schedule may
be modified from time to time by agreement of the Parties.

"Settlement Value" of a Transaction means any positive or (as the case may
be) negative figure calculated by deducting, at or about 5:00 p.m. (New York
City time), two(2) Business Days prior to its Value Date or Settlement Date, as
the case may be,(i) the Dollar Equivalent of the amount of Currency required to
be delivered by the Customer thereunder on such Value Date or Settlement Date
from (ii) the Dollar Equivalent of the amount of Currency required to be
delivered by the Bank thereunder on such Value Date or Settlement Date.

"Specified Indebtedness" means any obligation (whether present or future,
contingent or otherwise, as principal or surety or otherwise) in respect of
borrowed money, other than in respect of deposits received.

"Specified Transaction" means any transaction (including an agreement with
respect thereto) between one Party to the Agreement (or any Credit Support
Provider of such Party) and the other Party to the Agreement (or any Credit
Support Provider of such Party) which is a rate swap transaction, basis swap,
forward rate transaction, commodity swap, commodity option, equity or equity
linked swap, equity or equity index option, bond option, interest rate option,
foreign exchange transaction, cap transaction, floor transaction, collar
transaction, currency swap transaction, cross-currency rate swap transaction,
currency option, agreement for the purchase, sale or transfer of any commodity
or any other commodity trading transaction, or any other similar transaction
(including any option with respect to any of these transactions) or any
combination of any of the foregoing transactions. For this purpose, "commodity"
means any tangible or intangible commodity of any type or description
(including, without limitation, currencies, metals, interest rates, petroleum
and natural gas, and the products or by-products thereof).

"Split Settlement" has the meaning given to it in the definition of Value
Date.

"Total Net Profits" means, at any given time, any positive amount produced
by deducting (i) the aggregate of all Potential Losses, Unrealized Losses and
Realized Losses from (ii) the aggregate of all Potential Profits, Unrealized
Profits and Realized Profits, and "Total Net Losses" at any time means any
negative amount produced by such calculation.

<PAGE> 7

"Transaction" means any transaction entered into by the Parties governed
by this Agreement.

"Unrealized Profits" on any date means any positive amount produced by
deducting (i) the aggregate of all positive Settlement Values which have not
been credited to the Margin Account from (ii) the aggregate amount of the
absolute value of all negative Settlement Values which have not been debited to
the Margin Account, and "Unrealized Losses" on any date means any negative
amount produced by such calculation.

"Value Date" means, with respect to any FX Transaction, the Business Day
(or where market practice in the relevant foreign exchange market in relation to
the two Currencies involved provides for delivery of one Currency on one date
which is a Local Banking Day in relation to that Currency but not to the other
Currency and for delivery of the other Currency on the next Local Banking Day in
relation to that other Currency ("Split Settlement") the two Local Banking Days
in accordance with that market practice) agreed by the Parties for delivery of
the Currencies to be purchased and sold pursuant to such FX Transaction, and,
with respect to any Currency Obligation, the Business Day (or, in the case of
Split Settlement, Local Banking Day) upon which the obligation to deliver
Currency pursuant to such Currency Obligation is to be performed.

SECTION 2. TRANSACTIONS

2.1 Scope of the Agreement. (a) Unless otherwise agreed in writing by
the Parties, any Transaction entered into between two Designated Offices of the
Parties on or after the Effective Date shall be governed by the Agreement. (b)
All Transactions between any two Designated Offices of the Parties outstanding
on the Effective Date which are identified in Part I of the Schedule shall be
Transactions governed by the Agreement.

2.2 Single Agreement. This Master Agreement, the particular terms
agreed between the Parties in relation to each and every Transaction governed by
this Master Agreement (and, insofar as such terms are recorded in a
Confirmation, each such Confirmation), the Schedule to this Master Agreement and
all amendments to any of such items shall together form the agreement between
the Parties (the "Agreement") and shall together constitute a single agreement
between the Parties. The Parties acknowledge that all Transactions governed by
the Agreement are entered into in reliance upon the fact that all items
constitute a single agreement between the Parties.

2.3 Confirmations. Transactions governed by the Agreement shall be
promptly confirmed by the Parties by Confirmations exchanged by mail, telex,
facsimile or other electronic means. The failure by a Party to issue a
Confirmation shall not prejudice or invalidate the terms of any Transaction
governed by the Agreement.

SECTION 3. SETTLEMENT AND NETTING OF FX TRANSACTIONS

3.1 Settlement. Subject to Section 2.2, each Party shall deliver to
the other Party the amount of the Currency to be delivered by it under each
Currency Obligation on the Value Date for such Currency Obligation. Customer
acknowledges and agrees that the Bank's obligation to deliver Currency to the
Customer under this Section 3.1 on any Value Date is subject to the delivery by
the Customer of the total amount of any Currency required to be delivered by the
Customer to the Bank on such Value Date.

7
<PAGE> 8

3.2 Net Settlement/Payment Netting. If on any Value Date more than
one delivery of a particular Currency is to be made between a pair of Settlement
Netting Offices, then each Party shall aggregate the amounts of such Currency
deliverable by it and only the difference between these aggregate amounts shall
be delivered by the Party owing the larger aggregate amount to the other Party,
and, if the aggregate amounts are equal, no delivery of the Currency shall be
made.

3.3 Novation Netting.

(a) By Currency. If the Parties enter into an FX Transaction
governed by the Agreement through a pair of Novation Netting Offices giving rise
to a Currency Obligation for the same Value Date and in the same Currency as a
then existing Currency Obligation between the same pair of Novation Netting
Offices, then immediately upon entering into such FX Transaction, each such
Currency Obligation shall automatically and without further action be
individually canceled and simultaneously replaced by a new Currency Obligation
for such Value Date determined as follows: the amounts of such Currency that
would otherwise have been deliverable by each Party on such Value Date shall be
aggregated and the Party with the larger aggregate amount shall have a new
Currency Obligation to deliver to the other Party the amount of such Currency by
which its aggregate amount exceeds the other Party's aggregate amount, provided
that if the aggregate amounts are equal, no new Currency Obligation shall arise.
This Clause (a) shall not affect any other Currency Obligation of a Party to
deliver any different Currency on the same Value Date.

(b) By Matched Pair. If the Parties enter into an FX Transaction
governed by the Agreement between a pair of Matched Pair Novation Netting
Offices, then the provisions of Section 3.3(a) shall apply only in respect of
Currency Obligations arising by virtue of FX Transactions governed by the
Agreement entered into between such pair of Matched Pair Novation Netting
Offices and involving the same pair of Currencies and the same Value Date.

3.4 General.

(a) Inapplicability of Sections 3.2 and 3.3. The provisions of
Sections 3.2 and 3.3 shall not apply with respect to FX Transactions if a
Close-Out Date has occurred or an involuntary case or other proceeding of the
kind described in clause (iii) of the definition of Event of Default has
occurred without being dismissed in relation to either Party.

(b) Failure to Record. The provisions of Section 3.3 shall apply
notwithstanding that either Party may fail to record the new Currency
Obligations in its books.

(c) Cutoff Date and Time. The provisions of Section 3.3 are subject
to any cut-off date and cut-off time agreed between the applicable Novation
Netting Offices and Matched Pair Novation Netting Offices of the Parties.

SECTION 4. MARGIN COLLATERAL.

4.1 Margin. As security for the Customer's obligations under any FX
Transaction and this Agreement, the Customer shall at all times maintain
Collateral with the Bank or the Bank's Custodian as required from time to time
by the Bank in its sole and absolute discretion. The Bank will establish, or
will ensure that the Bank's Custodian establishes, on its books a separately
identified account ("Margin Account") in the Customer's name and all Collateral
Delivered by the Customer to the Bank under this

<PAGE> 9

Agreement shall be separately identified on the Bank's or the Bank's Custodian's
books and records as belonging to the Customer in such Margin Account.

4.2 Amount of Collateral. Before the Bank will enter into any
Transaction with the Customer, the Customer must Deliver Collateral to the Bank
having a Collateral Value equal to or greater than the Initial Margin Amount.
Thereafter, the Bank and the Customer may enter into a Transaction, regardless
of amount, so long as: (i) the Collateral Value of the Collateral Delivered by
the Customer to the Bank; plus (ii) Total Net Profits or (as the case may be)
minus Total Net Losses at such time ("Adjusted Collateral Value") equals or
exceeds the product of the Initial Percentage and the Customer's Net Open
Position after giving effect to such Transaction ("Initial Margin Amount").

4.3 Close-Out if Margin Equals or Drops Below the Maintenance
Margin Amount. If at any time the Adjusted Collateral Value is equal to or less
than the product of the Maintenance Percentage and the Net Open Position
("Maintenance Margin Amount"), the Bank may (but is not required to), without
notice to the Customer, close out any or all Transactions of the Customer, in
whole or in part, in accordance with the Close-Out and Liquidation provisions
hereof. The Customer agrees and understands that, due to the volatility of the
foreign currency market, it is not practicable for the Bank to contact the
Customer prior to closing out its Transactions in the event that the Adjusted
Collateral Value does not exceed the Maintenance Margin Amount. While the Bank
has the right, at its option, to close out the Customer's open position in whole
or in part for failure to maintain the Adjusted Collateral Value required by the
Bank, the Customer understands and agrees that the Bank has no obligation to the
Customer to do so in the absence of specific instructions given to the Bank in
accordance with the provisions of Section 4.4.

4.4 Close-Out at Customer's Request. The Customer may request the
Bank to close out any or all Transactions at any time by telephone or telex,
telecopy or facsimile transmission, at the then prevailing market price for
Transactions having terms similar to the Transactions of the Customer to be
closed out. The Customer acknowledges that due to the volatility of the foreign
exchange market the Bank cannot guarantee execution of "stop limit" or "stop
loss" orders.

4.5 Margin Monitoring; Bank has No Duty to Notify Customer. The
Bank will determine on a daily basis whether the Adjusted Collateral Value is
equal to the Initial Margin Amount. In the event the Adjusted Collateral Value
is less than the Initial Margin Amount, the Bank will use reasonable efforts to
so notify the Customer, but shall have no liability for failure to do so. In the
event the Adjusted Collateral Value exceeds the Initial Margin Amount, then,
upon the request of the Customer, the Bank shall Deliver to the Customer, within
2 Business Days of receipt of such request and in accordance with the Customer's
instructions, the amount of any excess Collateral.

4.6 Change in Initial and Maintenance Margin Percentages. The Bank
may at any time in its absolute discretion change the Initial Margin Percentage
and the Maintenance Margin Percentage upon written notice to the Customer or
upon telephonic notice to the Customer subsequently confirmed by the Bank in
writing. Any such change shall apply to any outstanding or subsequent
Transaction entered into by the Parties.

4.7 Pledge of Collateral. To secure the due and punctual payment of
its obligations hereunder, the Customer hereby pledges, transfers, assigns and
grants to the Bank a security interest in, and a right of set-off against,(A)
the Collateral and all additions thereto and substitutions therefor, whether
heretofore, now or hereafter received by or provided or delivered to the Bank,
(B) any

<PAGE> 10

investments thereof and dividends, distributions, interest and other payments
and rights with respect thereto and (C) any and all process of any and all of
the foregoing, and in each case not released by the Bank to the Customer (the
"Pledged Collateral"). The Customer confirms that it shall take the steps
available to it that would be necessary to provide the Bank with a valid, first
priority, perfected security interest in the Pledged Collateral, and agrees that
the Bank may take any action necessary to ensure that it has at all times a
valid, first priority, perfected security interest In the Pledged Collateral.

After giving effect to the Close-Out and Liquidation provisions hereof, the Bank
may sell or cause to be sold (in whole or in part) any Pledged Collateral which
is in its possession or control (or that of its agents) in one or more sales or
parcels at such prices as the Bank may deem commercially reasonable, and for
cash or on credit or for other property, or for immediate or future delivery,
without assumption of any credit risk at any broker's board or at public or
private sale, in any reasonable manner permissible under the Uniform Commercial
Code (except that, to the extent permissible thereunder, the Customer hereby
waives the requirements of said Code), and the Bank or anyone else may be the
purchaser of any or all of the Pledged Collateral so sold and thereafter hold
the same free from any claim or right of whatsoever kind, including, without
limitation, any equity of redemption of the Customer, any such right of
redemption being hereby expressly waived and released. The Bank shall then apply
the proceeds thereof to all amounts owed by the Customer to the Bank under this
Agreement in such order as the Bank may deem appropriate in its sole discretion.

4.8 Care of Collateral. The Bank will exercise reasonable care to
assure the safe custody of all Collateral to the extent required by applicable
law, and in any event the Bank will be deemed to have exercised reasonable care
if it exercises at least the same degree of care at it would exercise with
respect to its own property. Except as specified in the preceding sentence, the
Bank will have no duty with respect to Collateral, including, without
limitation, any duty to collect any distributions, or enforce or preserve any
rights pertaining thereto.

4.9 Interest on Collateral. Unless and until an Event of Default
has occurred and is continuing with respect to the Customer, the Bank shall pay
the Customer interest on all cash Collateral delivered to the Bank at such rate
as shall be agreed upon between the Parties at the time such cash Collateral is
deposited.

<PAGE> 11

SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS

5.1 General Representations and Warranties. Each Party represents
and warrants to the other Party as of the date of the Agreement and as of the
date of each Transaction governed by the Agreement that: (i) it has the
authority to enter into the Agreement and such Transaction; (ii) the persons
executing the Agreement and entering into such Transaction have been duly
authorized to do so; (iii) the Agreement and the Currency Obligations created
under the Agreement are binding upon it and enforceable against it in accordance
with their terms (subject to applicable principles of equity and bankruptcy and
insolvency laws) and do not and will not violate the terms of any agreements to
which such Party is bound; (iv) no Event of Default has occurred and is
continuing with respect to it; (v) it acts as principal in entering into each
and every Transaction governed by the Agreement; and (vi) it is an "eligible
swap participant" as defined in Section 35.1 of the Regulations of the Commodity
Futures Trading Commission.

5.2 Representations of the Customer. The Customer represents and
warrants to the Bank as of the date of the Agreement and as of the date of each
Transaction governed by the Agreement that: (i) the Customer is a sophisticated
investor able to evaluate the risks of foreign exchange transactions; (ii) the
Customer understands and is able to assume the risk of loss associated with
foreign exchange transactions; (iii) the Customer is the sole, absolute owner of
the Collateral; (iv) the Collateral is not and will not at any time be subject
to any adverse claim or any lien except for the security interest granted to the
Bank hereby (unless otherwise expressly agreed in writing by the Bank and the
Customer); (v) all authorizations, consents, approvals and licenses of, and
filings and registrations with, any governmental authority required under
applicable law or regulations for the Customer to pledge the Collateral as
provided herein and to make and perform this Agreement have been obtained and
are in full force and effect; (vi) the obligation of the Customer to pledge
Collateral hereunder constitutes the legal, valid and binding obligation of the
Customer, and is enforceable against the Customer in accordance with the terms
of this Agreement; (vii) Customer has made and will make (or has authorized
Advisor to make) its own investment, hedging and trading decisions (including
decisions regarding the suitability of any Transaction pursuant to this
Agreement) based upon its own judgment and upon any advice from such advisors as
it has deemed necessary, and not upon advice of or actions in foreign exchange
markets by the Bank or its affiliates; (viii) Customer has notified the Bank of
any material adverse change in its financial condition since the date of the
most recent financial statement or report that it has provided to the Bank;
(ix) Customer has sufficient assets (and in the applicable Currencies) as
necessary to effect settlement of all Transactions governed by this Agreement;
(x) it is in compliance with, and its assets are being invested in accordance
with, all investment policies and restrictions applicable to it in its most
recent prospectus and statement of additional information; and (xi) it is not,
nor is it "controlled" by an "investment company", each within the meaning of
the Investment Company Act of 1940; (xii) the assets of the Customer are not
comprised of plan assets subject to the Employee Retirement Income Security Act
of 1974, as amended; (xiii) the Advisor has the full power and authority to
commit the Customer to Transactions and conclude Transactions (including the
delivery of collateral) on behalf of the Customer on such terms and conditions
as the Advisor may determine in its sole discretion; and (xiv) no
representation or warranty contained in this Agreement or any other document or
instrument furnished to the Bank in connection herewith contains any untrue
statement of any material fact as of the date when made or omits to state any
material fact necessary to make the statements herein or therein not misleading
as of the date when made.

Partnership Representations. Customer also represents and warrants that
(i) it is a duly organized and validly existing limited partnership and is
in good standing under the laws of the jurisdiction in

<PAGE> 12

which it was formed and in each other jurisdiction in which such
qualification is required (except where the failure to so qualify would
not have a material adverse effect on its ability to perform its
obligations hereunder); (ii) it has full power and authority to execute
and deliver this Agreement and to perform its obligations hereunder and is
not prohibited from doing so by any provision of its certificate of
incorporation, charter, by-laws, or by any contract, agreement, or
otherwise; (iii) this Agreement and all FX Transactions are legal, valid
and binding obligations on its part, enforceable against it in accordance
with their respective terms; (iv) its execution, delivery and performance
of this Agreement do not and will not violate or conflict with any
statute, rule, regulation or order by which it or its property or assets
is bound or affected; (v) the statements contained on Customer's Data
Sheet submitted herewith, and all financial information furnished or to be
furnished by Customer in connection herewith, are (or will be when
furnished) true and correct; and (vi) no person or entity has any interest
in or control of the account to which this Agreement pertains except as
disclosed in the Customer's Data Sheet.

5.3 Covenants.

(a) Each Party covenants to the other Party that: (i) it will at all times
obtain and comply with the terms of and do all that is necessary to maintain in
full force and effect all authorizations, approvals, licenses and consents
required to enable it to lawfully perform its obligations under the Agreement;
and (ii) it will promptly notify the other Party of the occurrence of any Event
of Default with respect to itself or any Credit Support Provider in relation to
it.

(b) The Customer additionally covenants to the Bank that unless previously
notified in writing by the Customer, the Bank may rely on all representations
and warranties of and actions by the Advisor in relation to this Agreement and
any Transactions. For these purposes, the Customer agrees to fully and
unconditionally indemnify and hold the Bank harmless for any and all losses,
damages, costs, and expenses directly sustained by the Bank (including those
incurred in unwinding any Transaction and any relevant hedging transaction) by
reason of (i) its bona fide reliance on the appointment by the Customer of the
Advisor as the Customer's agent to enter into Transactions hereunder,
irrespective of the invalidity, unenforceability, termination or revocation of
such appointment (unless previously notified in writing by the Customer) or
breach by the Advisor of the terms and obligations set forth in any applicable
agreement entered into between the Customer and the Advisor or (ii) as a direct
result of the Bank's bona fide reliance upon the instructions, actions or
ostensible authority of the Advisor. Notwithstanding anything to the contrary
herein, these indemnification provisions shall survive any termination of this
Agreement.

(c) Customer further covenants to the Bank that, for so long as this Agreement
shall be effect, Customer shall provide to the Bank, from time to time as the
Bank may request, such financial statements as Customer prepares in the ordinary
course of business, including but not limited to audited annual and unaudited
interim financial statements.

SECTION 6. CLOSE-OUT AND LIQUIDATION

6.1 Close-Out and Liquidation of FX Transactions. If an Event of
Default has occurred and is continuing, then the Non-Defaulting Party shall have
the right to close out and liquidate in the manner described below any or all
outstanding Currency Obligations (except to the extent that in the good faith
opinion of the Non-Defaulting Party certain of such Currency Obligations may not
be closed out and

<PAGE> 13

liquidated under applicable law), without notice to the Defaulting Party. Where
such close-out and liquidation is to be effected, it shall be effected by:

(i) closing out each outstanding Currency Obligation under an FX
Transaction being liquidated (including any Currency Obligation which has
not been performed and in respect of which the Value Date is on or
precedes the relevant Close-Out Date) so that each such Currency
Obligation is canceled and the Non-Defaulting Party shall calculate in
good faith with respect to each such canceled Currency Obligation, the
Closing Gain or, as appropriate, the Closing Loss, as follows:

(x) for each Currency Obligation in a Currency other than the
Non-Defaulting Party's Base Currency, calculate a "Close-Out
Amount" by converting:

(A) in the case of a Currency Obligation whose Value Date
is the same as or is later than the relevant Close-Out Date,
the amount of such Currency Obligation; or

(B) in the case of a Currency Obligation whose Value Date
precedes the relevant Close-Out Date, the amount of such
Currency Obligation increased, to the extent permitted by
applicable law, by adding interest thereto from the Value
Date to the relevant Close-Out Date at the rate representing
the cost (expressed as a percentage rate per annum) at which
the Non-Defaulting Party would have been able, on such Value
Date, to fund the amount of such Currency Obligation for the
period from the Value Date to the relevant Close-Out Date;

into such Base Currency at the rate of exchange at which the
Non-Defaulting Party can buy or sell, as appropriate, such Base
Currency with or against the Currency of such Currency
Obligation for delivery on the Value Date of that Currency
Obligation, or if such Value Date precedes the Close-Out Date,
for spot delivery after that Close-Out Date; and

(y) determine in relation to each Value Date: (A) the sum of
all Close-Out Amounts relating to Currency Obligations under
which, and of all Currency Obligations in the Non-Defaulting
Party's Base Currency under which, the Non-Defaulting Party
would otherwise have been obliged to deliver the relevant amount
to the Defaulting Party on that Value Date, adding (to the
extent permitted by applicable law), in the case of a Currency
Obligation in the Non-Defaulting Party's Base Currency whose
Value Date precedes the relevant Close-Out Date, interest for
the period from the Value Date to the relevant Close-Out Date at
the Non-Defaulting Party's Base Currency Rate as at such Value
Date for such period; and (B) the sum of all Close-Out Amounts
relating to Currency Obligations under which, and of all
Currency Obligations in the Non-Defaulting Party's Base Currency
under which, the Non-Defaulting Party would otherwise have been
entitled to receive the relevant amount on that Value Date,
adding (to the extent permitted by applicable law), in the case
of a Currency Obligation in the Non-Defaulting Party's Base
Currency whose Value Date precedes the relevant Close-Out Date,
interest for the period from the Value Date to the relevant
Close-Out Date at the Non-Defaulting Party's Base Currency Rate
as at such Value Date for such period;

<PAGE> 14

(z) if the sum determined under (y)(A) is greater than the
sum determined under (y)(B), the difference shall be the Closing
Loss for such Value Date; if the sum determined under (y)(A) is
less than the sum determined under (y)(B), the difference shall
be the Closing Gain for such Value Date;

(ii) to the extent permitted by applicable law, adjusting the Closing
Gain or Closing Loss for each Value Date falling after the final Close-Out
Date to present value by discounting the Closing Gain or Closing Loss from
the Value Date to the final Close-Out Date, at the Non-Defaulting Party's
Base Currency Rate, or at such other rate as may be prescribed by
applicable law;

(iii) aggregating the following amounts so that all such amounts are
netted into a single liquidated amount payable by or to the Non-Defaulting
Party: (x) the sum of the Closing Gains for all Value Dates (discounted to
present value, where appropriate, in accordance with the provisions of
Clause (ii) of this Section 6.1) (which for the purposes of this
aggregation shall be a positive figure) and (y) the sum of the Closing
Losses for all Value Dates (discounted to present value, where
appropriate, in accordance with the provisions of Clause (ii) of this
Section 6.1) (which for the purposes of the aggregation shall be a
negative figure); and

(iv) if the resulting net amount is positive, it shall be payable by
the Defaulting Party to the Non-Defaulting Party, and if it is negative,
then the absolute value of such amount shall be payable by the
Non-Defaulting Party to the Defaulting Party.

6.2 Calculation of Interest. Any addition of interest or discounting
required under Section 6.1 shall be calculated on the basis of the actual
number of days elapsed and of a year of such number of days as is customary for
transactions involving the relevant Currency in the relevant foreign exchange
market.

6.3 Other Transactions. Where close-out and liquidation occurs in
accordance with Section 6.1 the Non-Defaulting Party shall also be entitled to
close out and liquidate, to the extent permitted by applicable law, any other
Transactions entered into between the Parties which are then outstanding in
accordance with the provisions of Section 6.1.

6.4 Payment and Late Interest. The amount payable by one Party to
the other Party pursuant to the provisions of Sections 6.1 and 6.3 shall be paid
by the close of business on the Business Day following such close-out and
liquidation (converted as required by applicable law into any other Currency,
any costs of such conversion to be borne by, and deducted from any payment to,
the Defaulting Party). To the extent permitted by applicable law, any amounts
required to be paid under Sections 6.1 or 6.3 and not paid on the due date
therefor shall bear interest at the Non-Defaulting Party's Base Currency Rate
plus 1% per annum (or, if conversion is required by applicable law into some
other Currency, either (x) the average rate at which overnight deposits in such
other Currency are offered by major banks in the London interbank market as of
11:00 a.m. (London time) plus 1% per annum, or (y) such other rate as may be
prescribed by such applicable law) for each day for which such amount remains
unpaid.

6.5 Suspension of Obligations. Without prejudice to the foregoing,
so long as a Party shall be in default in payment or performance to the
Non-Defaulting Party under the Agreement and so long as the Non-Defaulting
Party has not exercised its rights under Section 6.1 the Non-Defaulting Party
may, at its election and without penalty, suspend its obligation to perform
under the Agreement.

<PAGE> 15

6.6 Expenses. The Defaulting Party shall reimburse the Non-Defaulting
Party in respect of all out-of-pocket expenses incurred by the Non-Defaulting
Party (including fees and disbursements of counsel, including attorneys who may
be employees of the Non-Defaulting Party) in connection with any Event of
Default and reasonable collection or other enforcement proceeding related to the
payments required under this Section 6.

6.7 Reasonable Pre-Estimate. The Parties agree that the amounts
recoverable under this Section 6 are a reasonable pre-estimate of loss and not
a penalty. Such amounts are payable for the loss of bargain and the loss of
protection against future risks and, except as otherwise provided in the
Agreement, neither Party will be entitled to recover any additional damages as
a consequence of such losses.

6.8 No Limitation of Other Rights; Set-Off. The Non-Defaulting
Party's rights under this Section 6 shall be in addition to, and not in
limitation or exclusion of, any other rights which the Non-Defaulting Party may
have (whether by agreement, operation of law or otherwise). To the extent not
prohibited by applicable law, the Non-Defaulting Party shall have a general
right of set-off from time to time with respect to all amounts owed by each
Party to the other Party, whether due and payable or not due and payable
(provided that any amount not due and payable at the time of such set-off shall,
if appropriate, be discounted to present value in a commercially reasonable
manner by the Non-Defaulting Party). The Non-Defaulting Party's rights under
this Section 6.8 are subject to Section 6.7.

SECTION 7. ILLEGALITY, IMPOSSIBILITY AND FORCE MAJEURE

If either Party is prevented from or hindered or delayed by reason of
force majeure or act of State in the delivery or receipt of any Currency in
respect of a Transaction, or if it becomes or, in the good faith judgment of one
of the Parties, may become unlawful or impossible for either Party to make any
delivery or receive any Currency which is the subject of a Transaction, then
either Party may, by notice to the other Party, require the close-out and
liquidation of each affected Transaction in accordance with the provisions of
Sections 6.1, 6.2 and 6.4 and, for the purposes of enabling the calculations
prescribed by Sections 6.1, 6.2 and 6.4 to be effected, both Parties shall
effect the relevant calculations, and the arithmetic average of the amounts so
determined shall be due to the appropriate Party. Each Party shall make such
calculations based on (a) for exchange rates, the average of the rates quoted by
at least three and no more than five leading dealers for a transaction between
the Party obtaining the quote and the quoting dealer in the appropriate Currency
and (b)for interest rates, the rate at which deposits in the appropriate
Currency for the relevant period (interpolated between dates, if necessary) are
offered by major banks in the London interbank market as of 11:00 a.m. (London
time) on the relevant date, as quoted on Telerate or, if not so quoted, as
determined by such Party in any commercially reasonable manner. A "dealer" is a
person who regularly quotes as part of its business a two-way market to
commercial parties in the relevant Currencies, selected in a commercially
reasonable manner. Nothing in this Section 7 shall be taken as indicating that a
Party has committed any breach or default.

SECTION 8. PARTIES TO RELY ON THEIR OWN EXPERTISE

Each Party shall enter into each Transaction governed by the Agreement in
reliance only upon its own judgment. Neither Party holds itself out as advising,
or any of its employees or agents as having the authority to advise, the other
Party as to whether or not it should enter into any such Transaction or as to
any subsequent actions relating thereto or on any other commercial matters
concerned with any Transaction governed by the Agreement, and neither Party
shall have any responsibility or liability whatsoever in

<PAGE> 16

respect of any advice of this nature given, or views expressed, by it or any of
such persons to the other Party, whether or not such advice is given or such
views are expressed at the request of the other Party.

SECTION 9. MISCELLANEOUS

9.1 Currency Indemnity. The receipt or recovery by either Party (the
"first Party") of any amount in respect of an obligation of the other Party (the
"second Party") in a Currency other than that in which such amount was due,
whether pursuant to a judgment of any court or pursuant to Section 6 or 7, shall
discharge such obligation only to the extent that on the first day on which the
first Party is open for business immediately following such receipt, the first
Party shall be able, in accordance with normal banking practice, to purchase the
Currency in which such amount was due with the Currency received. If the amount
so purchasable shall be less than the original amount of the Currency in which
such amount was due, the second Party shall, as a separate obligation and
notwithstanding any judgment of any court, indemnify the first Party against any
loss sustained by it. The second Party shall in any event indemnify the first
Party against any costs incurred by it in making any such purchase of Currency.

9.2 Assignments. Neither Party may assign, transfer or charge, or
purport to assign, transfer or charge, its rights or its obligations under
the Agreement or any interest therein without the prior written consent of the
other Party, and any purported assignment, transfer or charge in violation of
this Section 9.2 shall be void.

9.3 Telephonic Recording. The Parties agree that each may
electronically record all telephonic conversations between them and that
any such tape recordings may be submitted in evidence in any Proceedings
relating to the Agreement. In the event of any dispute between the Parties as to
the terms of aTransaction governed by the Agreement, the Parties may use
electronic recordings between the persons who entered into such Transaction as
the preferred evidence of the terms of such Transaction, notwithstanding the
existence of any writing to the contrary.

9.4 No Obligation. Neither Party to this Agreement shall be required
to enter into any Transaction with the other.

9.5 Notices. Unless otherwise agreed, all notices, instructions and
other communications to be given to a Party under the Agreement shall be given
to the address, telex (if confirmed by the appropriate answerback), facsimile
(confirmed if requested) or telephone number and to the individual or
department specified by such Party in Part VI of the Schedule attached hereto.
Unless otherwise specified, any notice, instruction or other communication
given in accordance with this Section 9.5 shall be effective upon receipt.

9.6 Termination. Each of the Parties hereto may terminate this
Agreement at any time by seven days prior written notice to the other Party
delivered as prescribed above, and termination shall be effective at the end of
such seventh day; provided, however, that any such termination shall not affect
any outstanding Transactions, and the provisions of the Agreement shall
continue to apply until all the obligations of each Party to the other under
the Agreement have been fully performed.

9.7 Severability. In the event any one or more of the provisions
contained in the Agreement should be held invalid, illegal or unenforceable in
any respect under the law of any jurisdiction, the validity, legality and
enforceability of the remaining provisions under the law of such jurisdiction,
and the validity,

<PAGE> 17

legality and enforceability of such and any other provisions under the law of
any other jurisdiction, shall not in any way be affected or impaired thereby.

9.8 Waiver. No indulgence or concession granted by a Party and no
omission or delay on the part of a Party in exercising any right, power or
privilege under the Agreement shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right, power or privilege preclude any
other or further exercise thereof or the exercise of any other right, power or
privilege.

9.9 Master Agreement. Where one of the Parties to the Agreement is
domiciled in the United States, the Parties intend that the Agreement shall be
a master agreement, as defined in 11 U.S.C. Section 101 (55)(C) and 12 U.S.C.
Section 1821(e)(8)(D)(vii), and that FX Transactions governed by this Agreement
shall be "swap agreements" as defined in 11 U.S.C. Section 101(55).

9.10 Time of Essence. Time shall be of the essence in the Agreement.

9.11 Headings. Headings in the Agreement are for ease of reference
only.

9.12 Wire Transfers. Every payment or delivery of Currency to be made
by a Party under the Agreement shall be made by wire transfer, or its
equivalent, of same day (or immediately available) and freely transferable
funds to the bank account designated by the other Party for such purpose.

9.13 Adequate Assurances. If the Parties have so agreed in Part VIII
of the Schedule, the failure by a Party ("first Party") to give adequate
assurances of its ability to perform any of its obligations under the Agreement
within two (2) Business Days of a written request to do so when the other Party
("second Party") had reasonable grounds for insecurity shall be an Event of
Default under the Agreement, in which case during the pendency of a reasonable
request by the second Party to the first Party for adequate assurances of the
first Party's ability to perform its obligations under the Agreement, the
second Party may, at its election and without penalty, suspend its obligations
under the Agreement.

9.14 FDICIA Representation. If the Parties have so agreed in Part IX
of the Schedule, each Party represents and warrants to the other Party that it
is a financial institution under the provisions of Title IV of the Federal
Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), and the
Parties agree that the Agreement shall be a netting contract, as defined in
FDICIA, and each receipt or payment or delivery obligation under the Agreement
shall be a covered contractual payment entitlement or covered contractual
payment obligation, respectively, as defined in and subject to FDICIA.

9.15 Confirmation Procedures. In relation to Confirmations, unless
either Party objects to the terms contained in any Confirmation within three
(3) Business Days of receipt thereof, or such shorter time as may be
appropriate given the Value Date of the FX Transaction, the terms of such
Confirmation shall be deemed correct and accepted absent manifest error, unless
a corrected Confirmation is sent by a Party within such three Business Days, or
shorter period, as appropriate, in which case the Party receiving such
corrected Confirmation shall have three (3) Business Days, or shorter period,
as appropriate, after receipt thereof to object to the terms contained in such
corrected Confirmation. In the event of any conflict between the terms of a
Confirmation and this Master Agreement, the terms of this Master Agreement
shall prevail, and the Confirmation shall not modify the terms of this Master
Agreement unless the Confirmation expressly states that it intends to amend
this Master Agreement with respect to such specific Confirmation and both
Parties agree.

<PAGE> 18

9.16 Amendments. No amendment, modification or waiver of the
Agreement will be effective unless in writing executed by each of the Parties.

9.17 Customer's Acknowledgement of Risks.

(a) The Customer understands that the risk of loss in trading foreign
exchange can be substantial. The Customer acknowledges that engaging in
FX Transactions is speculative, involves a high degree of risk and is
suitable only for those who are sophisticated and can assume the risk of
loss in excess of their margin deposits.

(b) The Customer understands and agrees that if the amount of margin
required by it to be deposited with the Bank ever drops below the
Maintenance Margin Amount established by the Bank and advised to the
Customer from time to time, the Bank immediately may (but is not required
to) close out any or all Transactions, without notice to the Customer,
and any loss resulting from this will be for the account of the Customer.

(c) Due to the volatility of the foreign exchange markets, the Customer
understands that the Bank cannot guarantee execution of "stop limit" or
"stop loss" orders instructing the Bank to close out any or all of the
Customer's Transactions in the event that the current market exchange
rate for one or more currencies into U.S. Dollars or another currency
reaches an exchange rate specified by the Customer to the Bank.

(d) The Customer acknowledges and agrees that Collateral in the form of
securities may decline speedily in value and is of a type customarily
sold on a recognized market, and, accordingly, the Customer is not
entitled to prior notice of any sale of Collateral, except notice
required by law which cannot be waived.

(e) The Customer understands that the Bank and its affiliates are active,
both for their own account and for the account of other customers, in the
foreign exchange markets, and that the Bank and its affiliates may
frequently be trading and holding Currency positions in the same
Currencies as the Customer. Customer will make its own independent
decisions on Transactions and will in no way rely on advice of or the
actions in the foreign exchange markets by the Bank or its affiliates.

(f) The Customer acknowledges and agrees that the Bank is not a trustee
and does not assume any fiduciary obligations hereunder.

SECTION 10. TAXES

10.1 Withholding Taxes. All payments under the Agreement will be made
without any deduction or withholding for or on account of any Tax unless such
deduction or withholding is required by any applicable law then in effect. If a
Party is so required to deduct or withhold, then that Party ("X") will (1)
promptly notify the other Party ("Y") of such requirement; (2) pay to the
relevant authorities the full amount required to be deducted or withheld
(including the full amount required to be deducted or withheld from any
additional amount paid by X or Y under this Section 10), promptly upon the
earliest of determining that such withholding or deduction is required or
receiving notice that such

<PAGE> 19

amount has been assessed against Y; (3) promptly forward to Y an official
receipt (or certified copy) or other documentation reasonably acceptable to Y
evidencing such payment to such authorities; and (4) if such Tax is an
Indemnifiable Tax, pay to Y, in addition to the payment to which Y is otherwise
entitled under the Agreement, such additional amount as is necessary in order
that the net amount actually received by Y after the required deduction or
withholding (including any required deduction and withholding on such
additional amount whether assessed against X or Y), shall equal the full amount
Y would have received has not such deduction or withholding been required;
provided, however that X will not be required to pay any additional amount to Y
to the extent that it would not be required to pay such amount but for the
failure by Y to comply with or perform any agreement contained in Section 10.3
hereof.

10.2 Tax Indemnity. If (i) X is required by any applicable law to
make any deduction or withholding in respect of which X would not be required
to pay an additional amount to Y under Section 10.1(4) above, (ii) X does not
so deduct or withhold and (iii) a liability resulting from such Tax is assessed
directly against X, then, except to the extent Y has satisfied or then
satisfies the liability resulting from such Tax, Y will upon demand pay to X
the amount of such liability (including any related liability for interest, but
including any related liability for penalties only is such liability for
penalties results from Y's failure to comply with or perform any agreement
contained in Section 10.3 hereof).

10.3 Furnish Specified Information. Each Party agrees with the other
that so long as either Party has or may have any obligation under the
Agreement, it will deliver to the other Party or, in certain cases, to such
government or taxing authority as the other Party reasonably directs, any form,
certificate or document that may be required or reasonably requested in writing
in order to allow such other Party to make a payment under the Agreement or any
applicable Credit Support Document without any deduction or withholding for or
on account of any Tax or with such deduction or withholding at a reduced rate
(so long as the completion, execution or submission of such form or document
would not materially prejudice the legal or commercial position of the Party in
receipt of such demand), with any such form, certificate or document to be
accurate and completed in a manner reasonably satisfactory to such other Party
and to be executed and to be delivered with any reasonably required
certification. A Party shall deliver any such form, certificate or
documentation described in this Section 10.3 promptly upon the earlier to occur
of (i) reasonable demand by such other Party or (ii) learning that such form,
certificate or document is required.

10.4 Certain Definitions. The following terms used in this Section 10
shall have the meanings set forth below:

"Tax" shall mean any present or future tax, levy, duty, fee or charge of
any nature whatsoever (including interest, penalties, and addition thereto)
that is imposed by any government or other taxing authority in respect of any
payment under the Agreement other than a stamp, registration, documentation or
similar tax.

"Change in Tax Law" shall mean the enactment, promulgation, execution or
ratification of, or any change in or amendment to, any law (or in the official
interpretation or application of any law) that occurs on or after the date on
which the relevant Transaction is entered into.

"Indemnifiable Tax" shall mean any Tax other than a Tax that would not be
imposed in respect of a payment under the Agreement but for a present or former
connection between the jurisdiction of the

<PAGE> 20

government or taxation authority imposing such Tax and the recipient of such
payment or person related to such recipient, including, without limitation, a
connection arising from such recipient or related person being or having been a
citizen or resident of such jurisdiction or being or having been organized,
present or engaged in a trade or business in such jurisdiction, or having or
having had a permanent establishment or fixed placed of business in such
jurisdiction, but excluding a connection arising solely from such recipient or
related person having executed, delivered, performed its obligations or
received a payment under, or enforced, the Agreement or a Credit Support
Document.

10.5 Tax Event Close-Out. In the event that either Party (the
"Affected Party") (i) is required to pay the other Party an additional amount
in respect of an Indemnifiable Tax under Section 10.1(4) or (ii) will receive a
payment from which an amount is required to be deducted or withheld for or on
account of a Tax and no additional amount is required to be paid in respect of
such Tax under Section 10.1(4) as a result of (a) a Change in Tax Law or (b)
any action taken by a taxing authority, or brought in a court of competent
jurisdiction, on or after the date on which a Transaction is entered into
(regardless of whether such action is taken or brought with respect to a Party
to this Agreement) then such Affected Party may, upon written notice to the
other Party, close out each affected Currency Obligation and Transaction in
accordance with the provisions of Section 6 hereof. For purposes of Section 6,
the Affected Party shall be deemed the Defaulting Party and the other Party
shall be deemed the Non-Defaulting Party.

SECTION 11. LAW AND JURISDICTION

11.1 Governing Law. The Agreement shall be governed by, and construed
in accordance with the laws of the State of New York without giving effect to
conflict of laws provisions.

11.2 Consent to Jurisdiction. With respect to any Proceedings, each
Party irrevocably (i) submits to the nonexclusive jurisdiction of the courts of
the State of New York and the United States District Court located in the
Borough of Manhattan in New York City and (ii) waives any objection which it
may have at any time to the laying of venue of any Proceedings brought in any
such court, waives any claim that such Proceedings have been brought in an
inconvenient forum and further waives the right to object, with respect to such
Proceedings, that such court does not have jurisdiction over such Party.
Nothing in the Agreement precludes either Party from bringing Proceedings in
any other jurisdiction, nor will the bringing of Proceedings in any one or more
jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

11.3 Waiver of Immunities. Each Party irrevocably waives to the
fullest extent permitted by applicable law, with respect to itself and its
revenues and assets (irrespective of their use or intended use) all immunity on
the grounds of sovereignty or other similar grounds from (i) suit, (ii)
jurisdiction of any courts, (iii) relief by way of injunction, order for
specific performance or for recovery of property, (iv) attachment of its assets
(whether before or after judgment) and (v) execution or enforcement of any
judgment to which it or its revenues or assets might otherwise be entitled in
any Proceedings in the courts of any jurisdiction, and irrevocably agrees to
the extent permitted by applicable law that it will not claim any such immunity
in any Proceedings. Each Party consents generally in respect of any Proceedings
to the giving of any relief or the issue of any process in connection with such
Proceedings, including, without limitation, the making, enforcement or
execution against any property whatsoever of any order or judgment which may be
made or given in such Proceedings.

<PAGE> 21

11.4 Waiver of Jury Trial. Each Party hereby irrevocably waives any
and all right to trial by jury in any Proceedings.

11.5 Counterparts. This Master Agreement and the Schedule attached
hereto may be executed in any number of counterparts, each of which when so
executed shall be deemed an original and all of which taken together shall
constitute but one instrument.

IN WITNESS WHEREOF, the Parties have caused the Agreement to be duly
executed by their respective authorized officers as of the date first written
above.

<TABLE>
<S> <C>
ABN AMRO BANK N.V. CAMPBELL STRATEGIC
ALLOCATION FUND, L.P.

By: /s/ PETER J. WILLS By: /s/ THERESA D. LIVESEY
---------------------- ----------------------
Name: PETER J. WILLS Name: THERESA D. LIVESEY
Title: AVP Title: CHIEF FINANCIAL OFFICER
CAMPBELL & COMPANY, INC., G.P.

By: /s/ E. VANDERMEULEN By: /s/ BRUCE L. CLELAND
---------------------- ----------------------
Name: E. VANDERMEULEN Name: BRUCE L. CLELAND
Title VP Title President & CEO
</TABLE>

<PAGE> 22

Schedule

Part I: Scope of Agreement

The Agreement shall apply to all Transactions
outstanding between any two Designated Offices of ABN
AMRO Bank N.V. and Campbell Strategic Allocation
Fund,L.P. on the Effective Date.

Part II: Designated Offices

Each of the following shall be a Designated Office:

With respect to ABN AMRO Bank N.V.: Chicago Branch

With respect to Campbell Strategic Allocation Fund,
L.P.: Baltimore, MD

Part III: Settlement Netting Offices

Net settlement provisions of Section 3.2 shall apply
to the following Settlement Netting Offices:

Same as Part II above.

Part IV: Novation Netting Offices

Netting by novation provisions of Section 3.3(a) shall
apply to the following Novation Netting Offices and
shall apply to all FX Transactions:

Same as Part H above.

Part V: Matched Pair Novation Netting Offices

Matched pair netting by novation provisions of Section
3.3(b) shall not apply.

Part VI: Notices

Addresses for Notices:

With respect to ABN AMRO Bank N.V.:

<PAGE> 23

With respect to FX transactions through its Chicago
Branch:

Address: ABN AMRO Bank N. V., Chicago Branch
181 West Madison Avenue
Chicago, Illinois 60602
Attention: Treasury Operations
Telex No.: 62734 Answerback: ABN UW
Facsimile No.: (312)-904-5778
Telephone No.: (312)-904-5905
Electronic Messaging System Details:ABN AUS
33a XXX

With respect to Campbell Strategic Allocation Fund, L.P.:

Address: c/o Campbell & Company, Inc.
210 West Pennsylvania Avenue
Baltimore, MD 21204

Attn: Terri D. Livesey, CPA
Chief Financial Officer
Tele: (410)-296-3301
Fax: (410)-296-3311

Part VII: Base Currency

U.S. Dollars

Part VIII: Adequate Assurances

The provisions of Section 9.13 shall not apply to the
Agreement.

Part IX: FDICIA Representations

The provisions of Section 9.14 shall not apply to the
Agreement.

Part X: Credit Support

Credit Support Document with respect to
ABN AMRO Bank N.V.: Inapplicable

Credit Support Document with respect to
Campbell Strategic Allocation Fund, L.P.: Inapplicable

<PAGE> 24

Part XI: Margin Percentage

Initial Percentage: 4%
Maintenance Percentage:2%

Part XII: Collateral/Collateral Value

<TABLE>
<CAPTION>
Collateral Collateral Value
<S> <C>
Cash (U.S. dollars) 100% of Market Value

U.S. Treasury Bills % of Principal Amount
maturity under 90 days 98% of Principal Amount
maturity 91-181 days 95% of Principal Amount
maturity 182-365 days 90% of Principal Amount

U.S. Treasury obligations
maturity beyond 365 days TBD% of Market Value

Letters of Credit issued
by depository institutions
acceptable to the Bank TBD% of Face Value
</TABLE>

Part XIII: TAX ID Numbers

With respect to ABN AMRO Bank N.V.: 13-5268975

With respect to Campbell Strategic Allocation Fund,
L.P.:

<PAGE> 1
(EXHIBIT 23.02)

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated February 13, 1998 on the
financial statements of Campbell Strategic Allocation Fund, L.P. as of December
31, 1997 and 1996 and for the years ended December 31, 1997, 1996 and 1995 and
our report dated February 25, 1998 on the balance sheet of Campbell & Company,
Inc. as of December 31, 1997, which appear in such Prospectus. We also consent
to the statements with respect to us as appearing under the heading "Experts"
in the Prospectus.

ARTHUR F. BELL, JR. & ASSOCIATES, L.L.C.
CERTIFIED PUBLIC ACCOUNTANTS

Lutherville, Maryland
December 4, 1998