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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)


þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the Fiscal Year Ended December 31, 2008

Commission File Number 0-50264 and 2-84126


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

For the transition period from to

THE CAMPBELL FUND TRUST

(Exact name of Registrant as specified in its charter)


DELAWARE		94-6260018

(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

2850 Quarry Lake Drive, Baltimore, Maryland 21209

Registrant’s telephone number, including area code: (410) 413-2600

Securities registered pursuant to Section 12 (b) of the Act: None

Securities registered pursuant to Section 12 (g) of the Act:

Units of Beneficial Interest
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ No o

Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part II of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o

Accelerated filer o

Non-accelerated filer o
(Do not check if a smaller reporting company)

Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No þ

The Registrant has no voting stock. As of December 31, 2008 there were 1,052.200 Series A and 197,206.872 Series B Units of Beneficial Interest issued and outstanding.

Total number of pages 51. Consecutive page numbers on which exhibits commence: 5.

TABLE OF CONTENTS


		Page

PART I

ITEM 1.	BUSINESS		1-5

ITEM 1A.	RISK FACTORS		5-13

ITEM 1B.	UNRESOLVED STAFF COMMENTS		13

ITEM 2.	PROPERTIES		13

ITEM 3.	LEGAL PROCEEDINGS		13

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		13

PART II

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES		13

ITEM 6.	SELECTED FINANCIAL DATA		14-15

ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		15-22

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		22-28

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA		28

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE		28

ITEM 9A.	CONTROLS AND PROCEDURES		28

ITEM 9A(T)	CONTROLS AND PROCEDURES		28-29

ITEM 9B.	OTHER INFORMATION		29

PART III

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE		29-33

ITEM 11.	EXECUTIVE COMPENSATION		34

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS		34

ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE		34

ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES		34
PART IV

ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES		35

SIGNATURES
CERTIFICATIONS

PART I

Item 1. Business

General development of business

The Campbell Fund Trust (the “Trust”) is a business trust organized on January 2, 1996 under the Delaware Business Trust Act, which was replaced by the Delaware Statutory Trust Act as of September 1, 2002. The Trust is a successor to the Campbell Fund Limited Partnership (formerly known as the Commodity Trend Fund) and began trading operations in January 1972. The Trust currently trades in the U.S. and international futures and forward markets under the sole direction of Campbell & Company, Inc. (“Campbell & Company” or the “managing operator”). Specifically, the Trust trades a portfolio primarily focused on financial futures and forwards, with a secondary emphasis on metal, energy and agricultural products. The Trust is an actively managed account with speculative trading profits as its objective.

U.S. Bank National Association, a national banking corporation, (the “Trustee”), is the sole trustee of the Trust. The Trustee is unaffiliated with the managing operator and the Trust’s selling agents, and its duties and liabilities with respect to the offering of the Units of Beneficial Interest (the “Units”) are limited to its express obligations under the Declaration of Trust and Trust Agreement.

Under the Declaration of Trust and Trust Agreement, the Trustee has delegated the exclusive management of all aspects of the business and administration of the Trust to Campbell & Company, a Maryland corporation organized in April 1978 as a successor to a partnership originally organized in January 1974. Campbell & Company is registered with the Commodity Futures Trading Commission as a commodity pool operator and a commodity trading advisor, and is a member of the National Futures Association in such capacities.

The Trust’s funds are traded pursuant to Campbell & Company’s Global Diversified Large Portfolio. Prior to June 1997, Campbell & Company had one Global Diversified Portfolio. In June 1997, the Global Diversified Portfolio was split into two separate portfolios, the Global Diversified Large Portfolio (which generally is used for accounts greater than $10 million) and the Global Diversified Small Portfolio (which is generally used for accounts less than $10 million). From inception through June 1997, the Trust’s account was traded pursuant to Campbell & Company’s Global Diversified Portfolio. Between June 1997 and August 1999, the Trust’s account was traded pursuant to the Global Diversified Small Portfolio, and since August 1, 1999, has been traded pursuant to the Global Diversified Large Portfolio.

Effective August 31, 2008, the Trust began offering Series A, Series B, and Series W units. The units in the Trust prior to that date became Series B units. Series B units are only available for additional investment by existing holders of Series B units.

As of December 31, 2008, the aggregate capitalization of the Trust was $501,206,565 with Series A and Series B comprising $2,656,823 and $498,549,742, respectively, of the total. The Net Asset Value per Unit was $2,525.02 for Series A and $2,528.05 for Series B. No Series W units have been issued as of December 31, 2008.

Financial information about segments

The Trust’s business constitutes only one segment for financial reporting purposes, i.e., a speculative “commodity pool.” The Trust does not engage in sales of goods or services.

Narrative description of business

General

The purpose of the Trust is to engage in the speculative trading, buying, selling, or otherwise acquiring, holding or disposing of commodities, including futures contracts, option contracts, forward contracts and any other rights pertaining thereto, and for such other purposes as may be incidental or related thereto.

The Trust trades speculatively in the U.S. and international futures, forward, and option markets. Specifically, the Trust trades a portfolio that is primarily focused on financial futures, forwards, and options, with a secondary emphasis on metal, energy and agricultural products. The Trust has entered into an advisory agreement with Campbell & Company whereby it trades the Trust’s assets pursuant to Campbell & Company’s Global Diversified Large Portfolio. The portfolio trades commodity interests which include energy products, agricultural products, precious and base metals, stock market indices, interest rates and foreign currencies.

Use of Proceeds and Cash Management Income

Subscription Proceeds and Available Assets.

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

Approximately 10% to 30% of the Trust’s assets normally are committed as required margin for futures contracts and held by the futures broker, although the amount committed may vary significantly. Such assets are maintained in the form of cash or U.S. Treasury bills in segregated accounts with the futures broker pursuant to the Commodity Exchange Act and regulations thereunder. Approximately 10% to 30% of the Trust’s assets are deposited with the over-the-counter counterparty in order to initiate and maintain currency forward and option contracts. Such assets are not held in segregation or otherwise regulated under the Commodity Exchange Act. These assets are held either in U.S. government securities or short-term time deposits with U.S. regulated bank affiliates of the over-the-counter counterparty. The remaining 40% to 80% of the Trust’s assets will normally be invested in cash equivalents such as U.S. Treasury bills and held by the futures broker or the over-the-counter counterparty.

The Trust’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.

In the event 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 unitholders of the relevant facts within seven business days and declare a special redemption period.

Market Sectors.

Campbell & Company’s Global Diversified Large Portfolio trades in a fully diversified portfolio of futures, forward and option markets, including energy products (Brent crude, gas oil, heating oil, natural gas, unleaded gasoline and WTI Crude), agricultural products (coffee, corn, cotton and wheat), precious and base metals (aluminum, copper, gold, and zinc), stock market indices (DAX, DJ Euro Stoxx 50, FTSE, Hang Seng, IBEX, MSCI, NASDAQ, Nikkei and S&P 500), interest rates (short-term and long-term) and foreign currencies (majors, minors and cross rates).

Market Types.

The Trust trades on a variety of United States and foreign futures exchanges. Approximately 50% of the Trust’s takes place trading in the off-exchange highly liquid, institutionally-based currency forward and options markets. The remaining 50% takes place on futures exchanges.

As in the case of its market sector allocations, the Trust’s commitments to different types of markets — U.S. and non-U.S., regulated and non regulated — differ substantially from time to time, as well as over time, and may change at any time if Campbell & Company determines such change to be in the best interests of the Trust. No one market exceeds 10% of the total portfolio allocation.

Charges

The following is a description of current charges to the Trust.


RECIPIENT	NATURE OF PAYMENT	AMOUNT OF PAYMENT

Campbell & Company	Management Fee	A monthly management fee of 1/12 of 4% of the month-end net assets of the Series A units and Series B units, totaling approximately 4% of the average month-end net assets per year of the Series A units and Series B units; a monthly management fee of 1/12 of 2% of the month-end net assets of the Series W units, totaling approximately 2% of average month-end net assets per year of the Series W units. The managing operator may pay a portion or all of its monthly management fee either upfront (with respect to Series A units) or on an ongoing basis with respect to Series B units (commencing with the 13^th month with respect to Series A units) to selected selling agents who have sold the Series A units and the Series B units, in return for their provision of ongoing services to the Series A and/or the Series B unitholders. It is intended that, in most cases, the ongoing payment paid to selling agents will be 2% per annum, paid monthly, on the then current net asset value of units sold by the selling agents, net of redemptions.

Campbell & Company	Performance Fee	A quarterly performance fee of 20% of the aggregate cumulative appreciation (if any) in the net asset value per unit of the Series A units, Series B units and Series W units at the end of each quarter, exclusive of appreciation attributable to interest income.


RECIPIENT	NATURE OF PAYMENT	AMOUNT OF PAYMENT

Selling Agents	Administrative Fee	The selling agents (the firm and not the individual representatives) who sell Series W units receive a monthly administrative fee of 1/12 of 0.50% of the month-end net assets of the Series W units, totaling approximately 0.50% of average month-end net assets per year of the Series W units.

UBS SECURITIES, LLC	Brokerage Commissions	Brokerage commissions are paid at a rate of approximately $6 for each round-turn trade executed for the Trust. Annual brokerage commissions payable to the Trust are estimated at approximately 0.30% of the Trust’s net assets annually, although there is no limit on the amount of such commissions.

Royal Bank of Scotland (RBS)	Forward Counterparty Execution Costs	The forward counterparty’s execution costs are included in the price of each forward contract purchased or sold, and, accordingly, such costs cannot be determined but are charged. In addition, RBS charges approximately $4 per $1 million for forward contracts it facilitates on behalf of the Trust with third party banks. These prime brokerage fees, combined with the futures broker’s charges, usually equal approximately 0.40% of the Trust’s net assets.

Other	Operating Expenses	The Trust pays operating expenses (other than the cost of the Units), including trustee, legal and accounting fees, and taxes or extraordinary expenses. These expenses are estimated at less than 0.50% of the Trust’s net assets annually, although there is no limit on the amount of such expenses.

Regulation

Under the Commodity Exchange Act, as amended (the “Act”), commodity exchanges and commodity futures trading are subject to regulation by the Commodity Futures Trading Commission (the “CFTC”). The National Futures Association (the “NFA”), a registered futures association under the Act, is the only non-exchange self-regulatory organization for commodity industry professionals. The CFTC has delegated to the NFA responsibility for the registration of “commodity trading advisors,” “commodity pool operators,” “futures commission merchants,” “introducing brokers” and their respective “associated persons” and “floor brokers.” The Act requires “commodity pool operators,” and “commodity trading advisors,” such as Campbell & Company, and commodity brokers or “futures commission merchants,” such as the Trust’s commodity broker, to be registered and to comply with various reporting and recordkeeping requirements. Campbell & Company and the Trust’s commodity broker are members of the NFA. The CFTC may suspend a commodity pool operator’s or commodity trading advisor’s registration if it finds that its trading practices tend to disrupt orderly market conditions, or as the result of violations of the Act or rules and regulations promulgated thereunder. In the event Campbell & Company’s registration as a commodity pool operator or commodity trading advisor were terminated or suspended, Campbell & Company would be unable to continue to manage the business of the Trust. Should Campbell & Company’s registration be suspended, termination of the Trust might result.

In addition to such registration requirements, the CFTC and certain commodity exchanges have established limits on the maximum net long and net short positions which any person, including the Trust, may hold or control in particular commodities. Most exchanges also limit the maximum changes in futures contract prices that may occur during a single trading day. The Trust also trades in dealer markets for forward contracts, which are not regulated by the CFTC. Federal and state banking authorities also do not regulate forward trading or forward dealers. In addition, the Trust trades on foreign commodity exchanges, which are not subject to regulation by any United States government agency.

The Trust has no employees. The Trust trades on a number of foreign commodity exchanges. The Trust does not engage in the sales of goods or services.

The Trust files quarterly, annual and current reports with the Securities and Exchange Commission (“SEC”). These reports are available to read and copy at the SEC’s Public Reference Facilities in Washington, D.C. at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC’s toll free number, 1-800-SEC-0330, for further information. The Trust does not maintain a website where these reports are posted. However, the Trust’s filings are posted on the SEC’s website at http://www.sec.gov.

Item 1A. Risk Factors

Market Risks

You Could Possibly Lose Your Total Investment in the Trust

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

The Trust is Highly Leveraged

Because the amount of margin funds necessary to be deposited in order to enter into a futures, forward or option contract position is typically about 2% to 10% of the total value of the contract, Campbell & Company is able to hold positions in the Trust’s account with face values equal to several times the Trust’s net assets. The ratio of margin to equity is typically 10% to 20%, but can range from 5% to 30%. As a result of this leveraging, even a small movement in the price of a contract can cause major losses.

Your Investment Could be Illiquid

Futures, forward and option positions cannot always be liquidated at the desired price. The prices at which a sale or purchase occur may differ from the prices expected because there may be a delay between receiving a quote and executing a trade, particularly in circumstances where a market has limited trading volume and prices are often quoted for relatively limited quantities. 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. In addition, most U.S. futures exchanges have established “daily price fluctuation limits” which preclude the execution of trades at prices outside of the limit, and, from time to time, the CFTC or the exchanges may suspend trading in market disruption circumstances. In these cases, it is possible that Campbell & Company, as trading advisor, could be required to maintain a losing position that it otherwise would exit and incur significant losses or be unable to establish a position and miss a profit opportunity.

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 Trust at any time or from time to time. The large size of the positions which Campbell & Company, as trading advisor, acquires for the Trust 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 and none is expected to develop. While the units have redemption rights, there are restrictions. 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 Trust might have to liquidate positions to satisfy the requests. Such a forced liquidation could adversely affect the Trust 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 Trust.

Forward and Option Transactions are Over-the-Counter, are Not Regulated and are Subject to Credit Risk

The Trust trades forward and option contracts in foreign currencies. Such contracts are typically traded “over-the-counter” through a dealer market, which is dominated by major money center and investment banks, and are 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 Trust. The market for forward and option contracts relies upon the integrity of market participants in lieu of the additional regulation imposed by the CFTC on participants in the futures markets. This regulation includes, for example, trading practices and other customer protection requirements, and minimum financial and trade reporting requirements. The absence of regulation could expose the Trust in certain circumstances to significant losses in the event of trading abuses or financial failure by participants in the forward and option markets which it might otherwise have avoided. Also, the Trust faces the risk of nonperformance by its counterparties to forward and option contracts, and such nonperformance may cause some or all of its gains to remain unrealized.

The Trust has a substantial portion of its assets on deposit with financial institutions. In the event of a financial institution’s insolvency, recovery of Trust assets on deposit may be limited to account insurance or other protection afforded such deposits, if any. Campbell & Company seeks to minimize credit risk primarily by depositing and maintaining the Trust’s assets at financial institutions and brokers that Campbell & Company believes to be creditworthy.

Options on Futures and Over-the-Counter Contracts are Speculative and Highly Leveraged

Options on futures and over-the-counter contracts may be used by the Trust to generate premium income or capital gains. The buyer of an option risks losing the entire purchase price (the premium as well as any commissions and fees) of the option. The writer (seller) of an option risks losing the difference between the premium received for the option and the price of the commodity, futures or forward contract underlying the option which the writer must purchase or deliver upon exercise of the option (which losses can be unlimited). Specific market movements of the commodity, futures or forward contracts underlying an option cannot accurately be predicted. Successful options trading requires an accurate assessment of near-term volatility in the underlying instruments, as that volatility is immediately reflected in the price of the option. Correct assessment of market volatility can therefore be of much greater significance in trading options than it is in trading futures and forwards, where volatility may not have as great an effect on price.

An Investment in the Trust May Not Diversify an Overall Portfolio

Historically, alternative investments such as managed futures funds 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, forward and option contracts, on the one hand, and stocks or bonds, on the other hand. Non-correlation should not be confused with negative correlation, where the performance of two asset classes would be exactly opposite.

Because of this non-correlation, the Trust cannot be expected to be automatically profitable during unfavorable periods for the stock market or vice versa. The futures, forward and option markets are fundamentally different from the securities markets in that for every gain made in futures, forward and option trading, there is an equal and offsetting loss. If the Trust 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 Trust may have no gains to offset your losses from other investments.

The Current Markets are Subject to Market Disruptions; Governmental Intervention

The global financial markets are undergoing pervasive and fundamental disruptions which have led to extensive and unprecedented governmental intervention. Such intervention has in certain cases been implemented on an “emergency” basis, suddenly and substantially eliminating market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions. In addition, these interventions have typically been unclear in scope and application, resulting in confusion and uncertainty which in itself has been materially detrimental to the efficient functioning of the markets as well as previously successful investment strategies. Confusion and uncertainty have also resulted from the apparent inconsistency which has characterized recent governmental actions. For example, while the Federal Reserve assisted or otherwise intervened with respect to certain distressed financial institutions, it refused to do so for others. Such inconsistency has caused both severe losses for a number of market participants and contributed to the general uncertainty and resulting illiquidity of the markets. Further, the U.S. government’s “bailout” of financial institutions continues to shift as the impact of the current financial crisis is further analyzed. It seems highly likely that the U.S. Congress will require new market restrictions applied to the U.S. financial markets, which may have a material adverse impact on both the future competitiveness of these markets as well as the profit potential of the Fund. Regulations in other jurisdictions also appear likely to take similar action. It is impossible to predict what additional interim or permanent U.S. or non-U.S. governmental restrictions may be imposed on the markets and/or the effect of such restrictions on the Campbell & Company’s strategies. However, Campbell & Company believes that there is a high likelihood of significantly increased regulation of the financial markets, and that such increased regulation could be materially detrimental to the Trust.

Trading Risks

Campbell & Company Analyzes Primarily Technical Market Data

The trading systems used by the managing operator for the Trust are primarily technical. The profitability of trading under these systems depends on, among other things, the occurrence of significant price movements, up or down, in futures, forward and option prices. Such price movements may not develop; there have been periods in the past without such price movements.

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 in the volume of assets managed by trend-following trading systems like some of the Campbell & Company programs. For example, in 1980, the assets in the managed futures industry were estimated at approximately $300 million; by the end of 2007, this estimate had risen to approximately $205 billion. Increased trading competition from other trend-following traders could operate to the detriment of the Trust. It may become more difficult for the Trust to implement its trading strategy if other trading advisors using technical systems are, at the same time, also attempting to initiate or liquidate futures, forward or option positions, or otherwise alter trading patterns.

Speculative Position Limits May Alter Trading Decisions for the Trust

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. Some exchanges also have established such limits. All accounts controlled by the managing operator, including the account of the Trust, 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 the managing operator’s trading decisions for the Trust or force liquidation of certain futures positions. Either of these actions may not be in the best interest of the investors.

Increase in Assets Under Management May Make Profitable Trading More Difficult

The managing operator’s current equity under management has increased substantially since the inception of the Trust. The managing operator has not agreed to limit the amount of additional equity which it may manage, and is actively engaged in raising assets for existing and new accounts, including the Trust. 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 Trust which could have a detrimental effect on your investment. Such considerations may also cause Campbell & Company to eliminate smaller markets from consideration for inclusion in its Global Diversified Large Portfolio, reducing the range of markets in which trading opportunities may be pursued. Campbell & Company reserves the right to make distributions of profits to unitholders in an effort to control asset growth. In addition, Campbell & Company may have an incentive to favor other accounts because the compensation received from some other accounts does exceed the compensation it receives from managing the Trust’s account. Because records with respect to other accounts are not accessible to unitholders in the Trust, the unitholders will not be able to determine if Campbell & Company is favoring other accounts. See “The Trading Program — Trading Capacity.”

Investors Will Not be Able to Review the Trust’s Holdings on a Daily Basis

The managing operator makes the Trust’s trading decisions. While the managing operator receives daily trade confirmations from the futures broker and over-the-counter counterparty, the Trust’s trading results are reported to unitholders monthly. Accordingly, an investment in the Trust does not offer unitholders 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 Trust Income and Gain

Investors are taxed each year on their share of the Trust’s income and gain, if any, irrespective of whether they redeem any units or receive any cash distribution from the Trust. The managing operator has the authority to make such distributions at any time in its sole discretion.

All performance information included in this Offering Memorandum is presented on a pre-tax basis; the investors (other than tax-exempt 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 Trust’s Ordinary Income Despite Overall Losses

Investors may be required to pay tax on their allocable share of the Trust’s ordinary income, which in the case of the Trust is the Trust’s interest income, gain on some foreign futures contracts, and certain other investment assets, even though the Trust incurs overall losses. Capital losses of individual taxpayers can be used only to offset capital gains and, in the case of non-corporate investors, $3,000 of ordinary income each year. Consequently, if an individual 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 economic loss for the year. The remaining $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.

There Could be a Limit on the Deductibility of Management and Performance Fees

Although the Trust treats the management and performance fees paid to the managing operator as ordinary and necessary business expenses, upon an IRS audit, the Trust may be required to treat such fees as “investment advisory fees” if the Trust’s trading activities did not constitute a trade or business for tax purposes. Investment advisory fees are subject to substantial restrictions on deductibility for federal income tax purposes. Such treatment would likely create or increase the tax liability of non-corporate unitholders.

Other Risks

Fees and Commissions are Charged Regardless of Profitability and are Subject to Change

The Trust is subject to substantial charges payable irrespective of profitability, in addition to performance fees which are payable based on the Trust’s profitability. Included in these charges are brokerage fees and operating expenses. On the Trust’s forward and option trading, “bid-ask” spreads and prime brokerage fees are incorporated into the pricing of forward and option contracts by the counterparties in addition to the brokerage fees paid by the Trust. It is not possible to quantify the “bid-ask” spreads paid by the Trust because the Trust cannot determine the profit its counterparty is making on the forward and option transactions. Such spreads can at times be significant.

The Futures Broker Could Fail

The Commodity Exchange Act generally requires a futures broker to segregate all funds received from customers from such broker’s proprietary assets. If the futures broker fails to do so, the assets of the Trust might not be fully protected in the event of the bankruptcy of the futures broker. Furthermore, in the event of the futures broker’s bankruptcy, the Trust could lose the entire amount, or be limited to recovering only a pro rata share, of all available funds segregated on behalf of the futures broker’s combined customer accounts, even though certain property specifically traceable to the Trust (for example, Treasury bills deposited by the Trust with the futures broker as margin) was held by the futures broker. Furthermore, dealers in forward and option 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 and option contracts.

Investors Must Not Rely on the Past Performance of Either Campbell & Company or the Trust in Deciding Whether to Buy Units

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

Parties to the Trust Have Conflicts of Interest

Campbell & Company has not established any formal procedures to resolve the following conflicts of interest. Consequently, there is no independent control over how Campbell & Company resolves these conflicts which can be relied upon by investors as ensuring that the Trust is treated equitably with other Campbell & Company clients.

Campbell & Company has a conflict of interest because it acts as the managing operator and sole trading advisor for the Trust. Since Campbell & Company acts as both trading advisor and managing operator for the Trust, it is very unlikely that its advisory contract will be terminated by the Trust. The fees payable to Campbell & Company were established by it and were not the subject of arm’s-length negotiation. These fees consist of a management fee of up to 4% (of which 2% is retained) and a 20% performance fee. Campbell & Company, as managing operator, determines whether or not distributions are made and it receives increased fees to the extent distributions are not made. Campbell & Company has the authority to make such distributions at any time in its sole discretion.

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

There are No Independent Experts Representing Investors

Campbell & Company has consulted with counsel, accountants and other experts regarding the formation and operation of the Trust. No counsel has been appointed to represent the unitholders 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 Trust.

The Trust Places Significant Reliance on Campbell & Company

Unitholders are not entitled to participate in the management of the Trust or the conduct of its business. Rather, the Trust is wholly dependent upon the services of the managing operator. There can be no assurance that such services will be available for any length of time following the term of the Advisory Agreement. Furthermore, the incapacity of the managing operator’s principals could have a material and adverse effect on the managing operator’s ability to discharge its obligations under the Advisory Agreement. However, there is no individual principal at Campbell & Company whose absence would result in a material adverse effect on Campbell & Company’s ability to adequately carry out its advisory responsibilities.

The Trust Could Terminate Before Expiration of its Stated Term

The managing operator may withdraw from the Trust upon 90 days’ notice, which would cause the Trust to terminate. Other events, such as a long-term substantial loss suffered by the Trust, could also cause the Trust 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 of Campbell & Company or the futures broker were revoked or suspended, such entity would no longer be able to provide services to the Trust.

The Trust is Not a Regulated Investment Company

Although the Trust and Campbell & Company are subject to regulation by the CFTC, the Trust is not an investment company subject to the Investment Company Act of 1940 and Campbell & Company is not registered as an investment adviser under the Investment Advisers Act of 1940. Accordingly, you do not have the protections afforded by those statutes which, for example, requires investment companies to have a majority of disinterested directors and regulates 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 futures 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, forward and option transactions in the United States is a rapidly changing area of law and is subject to modification by government and judicial action. In addition, various national governments have expressed concern regarding the disruptive effects of speculative trading in the currency markets and the need to regulate the “derivatives” markets in general. The effect of any future regulatory change on the Trust is impossible to predict, but could be substantial and adverse.

Forwards, Options, Swaps, Hybrids and Other Derivatives are Not Subject to CFTC Regulation

The Trust trades foreign exchange contracts and options in the interbank market. In the future, the Trust 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 Trust will not receive the protections which are provided by the Commodity Exchange Act or CFTC regulations in respect of these transactions.

The Trust is Subject to Foreign Market Credit and Regulatory Risk

A substantial portion of Campbell & Company’s trades takes place on markets or exchanges outside the United States. From time to time, over 50% of the Trust’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. Non-U.S. markets may not be subject to the same degree of regulation as their U.S. counterparts. 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, nor do they have the power to compel enforcement of the rules of a foreign board of trade or any applicable foreign laws. Trading on foreign exchanges also presents the risks of exchange controls, expropriation, taxation and government disruptions.

The Trust is Subject to Foreign Exchange Risk

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 a position is established 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. In addition, the Trust may not have the same access to certain positions on foreign exchanges as do local traders, and the historical market data on which Campbell & Company bases its strategies may not be as reliable or accessible as it is in the United States. The rights of clients (such as the Trust) 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.

Transfers Could be Restricted

Unitholders may transfer or assign units only upon 30 days’ prior written notice to the managing operator and only if the managing operator is satisfied that the transfer complies with applicable laws and would not result in adverse legal or tax consequences for the Trust. A transferee shall not become a substituted unitholder without the written consent of the managing operator.

Restrictions on Investment by ERISA Plans, Employee Retirement Income Security Act of 1974

The managing operator anticipates that the underlying assets of the Trust may be considered for purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, and Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), to be assets of certain employee benefit plans and other Plans that purchase units. Under such circumstances, the investments of the Trust and the activities of the managing operator will be subject to and, in certain cases, limited by, ERISA and the Code. Accordingly, all investors should carefully read “Investment by Employee Benefit Plans” in Part Two of this Offering Memorandum.

When considering an investment in the Trust of the assets of an ERISA Plan, a fiduciary with respect to such plan should consider, among other things: (i) the definition of “Plan assets” under ERISA and regulations issued by the Department of Labor (“DOL”) regarding the definition of Plan assets; (ii) whether the investment satisfies the diversification requirements of Section 404(a)(1) of ERISA; (iii) whether the investment satisfies the prudence requirements of Section 404(a)(1) of ERISA; and (iv) that there will be no secondary market in which such fiduciary can sell or otherwise dispose of the units.

A Single-Advisor Fund May be More Volatile Than a Multi-Advisor Fund

The Trust is a single-advisor managed futures fund. Potential investors 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, the Trust may have increased performance volatility and a higher risk of loss than investment vehicles employing multiple advisors.

The Performance Fee Could be an Incentive to Make Riskier Investments

Campbell & Company employs a speculative strategy for the Trust, and receives performance fees based on the trading profits earned by it for the Trust. Campbell & Company would not agree to manage the Trust’s account in the absence of such a performance fee arrangement. Accordingly, Campbell & Company may make investments that are riskier than might be made if the Trust’s assets were managed by a trading advisor that did not require performance-based compensation.

The Trust May Distribute Profits to Unitholders at Inopportune Times

Campbell & Company reserves the right to make distributions of profits of the Trust to the unitholders at any time in its sole discretion in order to control the growth of the assets under Campbell & Company’s management. Unitholders will have no choice in receiving these distributions as income, and may receive little notice that these distributions are being made. Distributions may be made at an inopportune time for the unitholders.

Potential Inability to Trade or Report Due to Systems Failure

Campbell & Company’s strategies are dependent to a significant degree on the proper functioning of its internal computer systems. Accordingly, systems failures, whether due to third party failures upon which such systems are dependent or the failure of Campbell & Company’s hardware or software, could disrupt trading or make trading impossible until such failure is remedied. Any such failure, and consequential inability to trade (even for a short time), could, in certain market conditions, cause the Trust to experience significant trading losses or to miss opportunities for profitable trading. Additionally, any such failures could cause a temporary delay in reports to investors.

Potential Disruption or Inability to Trade Due to a Failure to Receive Timely and Accurate Market Data from Third Party Vendors

Campbell & Company’s strategies are dependent to a significant degree on the receipt of timely and accurate market data from third party vendors. Accordingly, the failure to receive such data in a timely manner or the receipt of inaccurate data, whether due to the acts or omissions of such third party vendors or otherwise, could disrupt trading to the detriment of the Trust or make trading impossible until such failure or inaccuracy is remedied. Any such failure or inaccuracy could, in certain market conditions, cause the Trust to experience significant trading losses, effect trades in a manner which it otherwise would not have done, or miss opportunities for profitable trading. For example, the receipt of inaccurate market data may cause Campbell & Company to establish (or exit) a position which it otherwise would not have established (or exited), or fail to establish (or exit) a position which it otherwise would have established (or exited), and any subsequent correction of such inaccurate data may cause Campbell & Company to reverse such action or inaction, all of which may ultimately be to the detriment of the Trust.


Item 1B.		Unresolved Staff Comments

None.


Item 2.		Properties

The Registrant does not use any physical properties in the conduct of its business. Its assets currently consist of futures and other contracts, cash, short-term time deposits and U.S. Treasury Bills.


Item 3.		Legal Proceedings

Campbell & Company is not aware of any material legal proceedings to which the Registrant is a party or to which any of their assets are subject.


Item 4.		Submission of Matters to a Vote of Security Holders

None.

PART II


Item 5.		Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Units of Beneficial Interest are not publicly traded. Units may be transferred or redeemed subject to the conditions imposed by the Declaration of Trust and Trust Agreement. As of December 31, 2008, there were 14 Unitholders and 1,052.200 Units of Beneficial Interest outstanding in the Series A and 1,704 Unitholders and 197,206.872 Units of Beneficial Interest outstanding in the Series B Registrant.

Campbell & Company has sole discretion in determining what distributions, if any, the Registrant will make to its Unitholders. Campbell & Company has not made any distributions as of the date hereof.

The Registrant has no securities authorized for issuance under equity compensation plans.

Item 6. Selected Financial Data

Dollars in thousands, except per Unit amounts


	For the Year Ended December 31,
	2008			2007			2006		2005		2004

Total Assets	$	533,225		$	832,931		$	1,179,711	$	1,005,256	$	695,256
Total Unitholders’ Capital		501,507			774,739			1,153,999		934,698		648,451
Total Net Trading Gain (Loss) (includes brokerage commissions)		25,343			(136,663	)		64,620		106,673		64,059
Net Income (Loss)		10,211			(135,306	)		63,249		92,986		34,749
Net Income (Loss) Per Managing Operator and Other Unitholder Unit *
Series A**		(32.19	)		n/a			n/a		n/a		n/a
Series B		41.60			(360.46	)		153.91		295.68		154.59
Increase (Decrease) in Net Asset Value per Managing Operator and Other Unitholder Unit
Series A**		(35.35	)		n/a			n/a		n/a		n/a
Series B		31.11			(370.14	)		168.95		288.33		187.69

The following summarized quarterly financial information presents the results of operations for the three-month periods ending March 31, June 30, September 30 and December 31, 2008 and 2007.


	1^st Qtr.		2^nd Qtr.		3^rd Qtr.			4^th Qtr.
	2008		2008		2008			2008
Total Net Trading Gain (Loss) (includes brokerage commissions)	$	11,832	$	33,551	$	(18,178	)	$	(1,862	)
Net Income (Loss)		9,419		29,690		(21,721	)		(7,177	)
Net Income (Loss) per Managing Operator and Other Unitholder Unit *
Series A**		n/a		n/a		n/a			(32.19	)
Series B		31.74		116.15		(95.41	)		(33.32	)
Increase (Decrease) in Net Asset Value per Managing Operator and Other Unitholder Unit
Series A**		n/a		n/a		n/a			(35.35	)
Series B		30.96		127.73		(95.26	)		(32.32	)
Net Asset Value per Managing Operator and Other Unitholder Unit at the End of the Period
Series A**		n/a		n/a		2,560.37			2,525.02
Series B		2,527.90		2,655.63		2,560.37			2,528.05


	1^st Qtr.			2^nd Qtr.		3^rd Qtr.			4^th Qtr.
	2007			2007		2007			2007
Total Net Trading Gain (Loss) (includes brokerage commissions)	$	(71,541	)	$	129,592	$	(173,046	)	$	(21,668	)
Net Income (Loss)		(69,408	)		127,704		(171,108	)		(22,494	)
Net Income (Loss) per Managing Operator and Other Unitholder Unit *
Series B		(173.66	)		328.77		(461.50	)		(65.65	)
Increase (Decrease) in Net Asset Value per Managing Operator and Other Unitholder Unit
Series B		(174.87	)		329.71		(453.71	)		(71.27	)
Net Asset Value per Managing Operator and Other Unitholder Unit at the End of the Period
Series B		2,692.21			3,021.92		2,568.21			2,496.94


*		Based on weighted average number of units outstanding during the period.

**		Series A Units commenced trading on October 1, 2008.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Introduction

The offering of its Units of Beneficial Interest commenced on January 2, 1996 at the time the Trust succeeded to the operations of the Campbell Fund Limited Partnership as described in Item 1. The offering of Units is continuous and ongoing.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Management believes that the estimates utilized in preparing the financial statements are reasonable and prudent; however, actual results could differ from those estimates. The Trust’s significant accounting policies are described in detail in Note 1 of the Financial Statements.

The Trust records all investments at fair value in its financial statements, with changes in fair value reported as a component of realized and change in unrealized trading gain (loss) in the Statements of Operations. Generally, fair values are based on market prices; however, in certain circumstances, estimates are involved in determining fair value in the absence of an active market closing price (e.g. forward and option contracts which are traded in the inter-bank market).

Capital Resources

The Trust 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 Trust’s business, it will make no capital expenditures and will have no capital assets which are not operating capital or assets.

Liquidity

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

The entire offering proceeds, without deductions, will be credited to the Trust’s bank and brokerage accounts to engage in trading activities and as reserves for that trading. The Trust meets its margin requirements by depositing U.S. government securities with the futures broker and the over-the-counter counterparties. In this way, substantially all (i.e., 95% or more) of the Trust’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 Trust’s assets in U.S. government securities and banks does not reduce the risk of loss from trading futures and forward contracts. The Trust receives all interest earned on its assets. No other person shall receive any interest or other economic benefits from the deposit of Trust assets.

Approximately 10% to 30% of the Trust’s assets normally are committed as required margin for futures contracts and held by the futures broker, although the amount committed may vary significantly. Such assets are maintained in the form of cash or U.S. Treasury bills in segregated accounts with the futures broker pursuant to the Commodity Exchange Act and regulations thereunder. Approximately 10% to 30% of the Trust’s assets are deposited with over-the-counter counterparties in order to initiate and maintain forward contracts. Such assets are not held in segregation or otherwise regulated under the Commodity Exchange Act, unless such over-the-counter counterparty is registered as a futures commission merchant. These assets are held either in U.S. government securities or short-term time deposits with U.S.-regulated bank affiliates of the over-the-counter counterparties. The remaining 40% to 80% of the Trust’s assets will normally be invested in cash equivalents, such as U.S. Treasury bills, and held by the futures broker or the over-the-counter counterparties.

Results of Operations

The returns for the years ended December 31, 2008, 2007 and 2006 for Series B were 1.25%, (12.91)% and 6.26%, respectively. The return for the period October 1, 2008 (commencement of trading) through December 31, 2008 for Series A was (1.38)%.

2008

Of the decrease of 1.38% for Series A for the period October 1, 2008 through December 31, 2008, approximately 0.27% was due to trading losses (before commissions) and approximately 1.15% was due to brokerage fees, management fees, and offering costs borne by Series A offset by approximately 0.04% due to interest income.

Of the 2008 year-to-date increase of 1.25% for Series B, approximately 3.82% was due to trading gains (before commissions) and approximately 1.68% due to interest income offset by approximately 4.25% due to brokerage fees, management fees and operating costs borne by Series B.

An analysis of the 3.82% gross trading gains for the Trust for the year by sector is as follows:


Sector	% Gain (Loss)
Stock Indices		8.68	%
Commodities		0.43
Currencies		(0.60	)
Interest Rates		(4.69	)

		3.82	%

The first quarter of 2008 began where 2007 left off, with the credit crisis causing more write-downs, more credit downgrades, and a growing realization that sub-prime issues would have broader and longer-lasting impacts than initially suspected. In January, weak economic data caused the Federal Open Market Committee to cut short-term rates by a total of 1.25%, which included an unprecedented 0.75% emergency cut. The S&P 500 recorded one of its worst monthly performances in the history of the index. The Trust’s performance in January was a small loss, with gains in equity indices trading more than offset by losses in currencies and flat performance in fixed income and commodities.

February saw the U.S. dollar weaken against most major currencies, as U.S. economic data disappointed, stagflation concerns grew and U.S. interest rate expectations declined dramatically. The Trust’s currency trading profited from these moves, generating a positive return for the month. The Trust also recorded gains in equity indices trading, as the S&P 500, Dow, and NASDAQ continued to slide. Overall, the Trust had a positive month.

March brought more Federal Reserve intervention, which resulted in a slight recovery by U.S. stocks from mid-month slides to finish flat for the month, but still significantly negative for the year. The US dollar continued to weaken. The Trust’s performance was close to flat for the month at (0.23)%, with gains in equity indices and currencies offset by losses in commodities and fixed income. The Trust closed the first quarter of 2008 with a year-to-date small gain.

In April, the U.S. Dollar rallied against key funding currencies, despite a generally weak global economy. The Trust realized gains in foreign exchange and commodities. However, those gains were overshadowed by losses in the fixed income and equity indices sectors, as prior trends in both sectors reversed course. For the month of April, the Trust suffered a loss.

May was a strong month for the Trust. Positive commodity trading led the charge as crude oil breached new technical levels, touching $135 mid-month. Foreign exchange models also posted gains, as high-yielding currencies performed well. These gains, together with modest gains in the fixed income more than offset a loss in equity indices. The Trust achieved a positive return on the month.

In June the Trust realized its best month of the year. Equity indices trading produced strong gains as short positions benefitted from the negative news that roiled the markets around the globe. Signs of commodity-based inflation were constantly in the headlines. Consumer confidence fell to a 16-year low, as U.S., European, and Asian equities markets fell in tandem. Fixed income trading produced additional gains for the Trust, in response to fears of inflation and the ECB’s increasingly hawkish stance. Commodities also posted gains as crude oil hit new highs on the back of increased tensions in the Middle East and among OPEC members. In addition, the Trust had modest gains in foreign exchange sector. The Trust concluded the second quarter with a gain of 4.43% for the quarter, and a year-to-date gain of 5.19%.

The month of July was characterized by reversals in many asset classes. The Dow and S&P hit technical bear market territory early in the month, while Japanese equities saw their longest back-to-back losing streak in 54 years. Equity markets seemed to find a bottom mid-month after the U.S. announced the Government-Sponsored Enterprises bailout plan. Commodity prices also reversed, with crude oil declining almost 12% on fears that a weakened economy would reduce global demand. The Trust earned profits in equity indices trading. Those gains were offset by losses in fixed income and commodities. All-in, the Trust finished the month with a loss.

In August, sub-prime fallout continued to plague the global financial markets. The U.S. unemployment rate hit a four-year high. Commodity prices continued to decline, with natural gas leading the way with a decline of 12.75% and gold falling to its lowest level in eight months. The Trust experienced losses in foreign exchange and commodities sectors as currencies linked to commodities fell in tandem with metal and energy markets, while the U.S. Dollar Index posted unusually strong gains. Those losses edged out gains in fixed income, resulting in a loss for the month.

September saw concern over the widening credit crises come to a boiling point. Equity markets in the U.S., Europe, and Asia declined sharply. Investors fled high-yielding currencies in response to the global decline in equity markets. The Trust posted a loss of 1.37%. Gains in equity indices were offset by losses in foreign exchange, fixed income, and commodities. Diversification of positions by sector and geography played an important role in dampening losses to the Trust, as did a decrease in risk levels across the portfolio. The Trust concluded the third quarter with a loss for the quarter.

At the time, the month of October seemed like a month to remember, as equity markets around the world plummeted, fueling further anxiety about the length and depth of a global recession and further exacerbating the liquidity, growth, and confidence crisis. With the benefit of hindsight, it was but the beginning of a quarter to remember. For the Trust, the month was about the benefits and disadvantages of diversification. Modest gains in equity indices trading were more than offset by losses in foreign exchange and fixed income, resulting in a loss for the month.

November brought further global economic panic, as governments around the world continued to announce plans to help bolster sagging economies. The U.S. reversed course on its bailout effort, from buying troubled assets to facilitating lending flow. Economic data reflected another sharp drop in manufacturing, rising unemployment, and the largest drop in retail sales since 1992, prompting wild swings in both equity and bond markets. The Trust maintained a relatively low risk profile during the month, which resulted in marginal losses and gains across the sectors. For the Trust, losses in fixed income offset marginal gains in other sectors, resulting in a loss for the month.

December saw more of the same on the global economic front. The Trust, however, took advantage of dramatic moves in the British Pound, particularly against the Euro, to achieve gains in foreign exchange. Likewise, fixed income trading was profitable as central banks across the globe continued to lower interest rates on persistent negative data. Overall, the Trust had a gain for December.

2007

For the 2007 decrease of 12.91% for Series B, approximately 12.79% was due to trading losses (before commissions) and approximately 4.69% due to brokerage fees, management fees, performance fees, and operating costs borne by the Trust offset by approximately 4.57% was due to interest income. An analysis of the 12.79% trading losses by sector is as follows:


Sector	% Gain (Loss)
Interest Rates		0.80	%
Agricultural		(0.13	)
Metals		(0.74	)
Energy		(1.88	)
Stock Indices		(2.90	)
Currencies		(7.94	)

		(12.79	)%

The first quarter demonstrated how market perceptions on the global macroeconomic environment can drastically change during a quarter. Fixed income was initially a driver in performance as a result of the acceleration of global economic momentum, but ultimately resulted in overall losses for the quarter. The global growth environment turned into a flight to quality from risky assets, sponsored by former Federal Reserve Chairman Alan Greenspan’s comments about a recession by year end and the whipsaw activity experience in fixed income. Currency trading followed a similar path of fixed income (initial gains and overall quarterly losses); initial gains from currency crosses were generated from unexpected rate hikes by the Bank of England in the beginning of the quarter but were wiped out by the liquidations of Yen-based carry trades in February, followed by whipsaw activity at the end of quarter. The Trust’s equity indices initially bucked the trend of fixed income and currency with gains coming from our fundamental models and strong M&A activity, but ultimately succumbed to an overall quarterly loss. Energy losses were driven by price declines in January on inventory build-ups due to warmer than average temperatures, but finished the last two months of the quarter basically flat. Global economic worries that were sparked at the end of February continued through the early part of March. All major market sectors experienced increased volatility accompanied by sharply higher short-term correlation. Whipsaw activity in currencies, interest rates and equities indices led to negative performance in all of these sectors, acting as the primary drivers of March losses. Risk levels for the Trust were reduced early in March in response to market conditions, and were restored to normal levels as conditions warranted.

The second quarter charged forward with M&A activity supported by impressive earnings, unfettered access to liquidity and major U.S. indices reaching all time highs, to only end with inflation concerns and a flight to quality related to the sub-prime world. Currencies provided gains early and late in the quarter related to negative U.S. dollar sentiment, but experienced losses mid-quarter mainly in outright exposures. Fixed income gains early in the month of April were given back during the last days of the month, but global fixed income prices breaking out of their trading ranges in May allowed the Trust to gain on both the long and short end of the yield curve. Early in the quarter commodity trading was positive as copper prices rallied on China’s release of high import figures, then finished slightly negative mid-quarter with energy trading gains mitigating some losses in metals. Commodities ended the quarter with small losses related to being short crude as it rallied above $70 per barrel on geo-political risks and inventory changes keeping traders bullish.

The third quarter began with a sudden flight to quality, reversal of high yielding currencies, and a highly correlated, unusually large move against the Trust’s positions resulting in one of the Trust’s largest monthly declines in recent years. Losses were broadly based and evenly spread between the interest rate, foreign exchange and equity index sectors. In response to this “perfect storm,” the Trust’s leverage was temporarily cut by 50%. Continuing the unusual market conditions theme into the first half of August, the contagion effect throughout the financial system created a confidence and liquidity crisis that also negatively impacted the Trust’s performance.

Major stock, bond and currency markets globally experienced double digit losses from mid-July to mid-August. The foreign exchange sector proved very difficult in August as the Trust’s technical and macro models were both exposed to high-yielding currencies that suffered market value declines of historical proportions in mid-August. The Trust’s leverage was cut again in mid-August. Trading in the equity indices sector was also difficult as volatility dominated global stock markets, with the S&P dropping over 8% from its intra-month high only to bounce off of its lows once the Trust’s exposure was reduced. The Trust earned the majority of its gains at the end of the quarter in the foreign exchange markets as higher-yielding currencies once again gained favor. Trading in the stock indices sector also posted positive results, as the markets breathed a collective sigh of relief that the Federal Reserve was seriously addressing the credit crisis and resulting economic impact. The Trust’s portfolio maintained a lower risk posture throughout the month of September with full re-engagement resuming in the early part of the fourth quarter.

The fourth quarter started with mixed messages as corporate earnings’ reports either beat estimates or severely disappointed, money centers and investment banks grappling with major credit related losses, housing data continuing to soften, and the Federal Open Market Committee complying with market expectations of a 25 basis point cut. High yielding currencies provided healthy gains early in the quarter battling back from August lows, however, during the remainder of the quarter the Trust incurred its largest sector losses in currencies enduring the yen reaching levels not seen since June of 2005. Trading in global indices proved a similar fate to the currency sector, initially beginning the quarter with gains followed up by two consecutive months of incurring losses related to U.S. recessionary fears spawning fears of a global slowdown in growth. Fixed income began the quarter flat as credit quality remained an underlying concern, then moving to positive returns mid-quarter thanks to Treasuries posting the best month in 12 years, to finishing negative at year-end related to extreme volatility. Energy and base metals began the quarter with a minimal loss and flat performance, respectively, as the markets continued to wrestle with a tight supply/demand picture, deteriorating geo-political landscape, a weakening dollar and strong growth from India & China. This market landscape then switched to fears of slowing global growth and fundamental arguments for lower energy prices in which Campbell recorded losses in both sectors. The quarter ended with gains realized in base and precious metals as gold rallied 6% to all time highs amid strong buying in the face of a bounce in the U.S. dollar.

2006

Of the 2006 increase of 6.26% for Series B, approximately 6.61% was due to trading gains (before commissions) and approximately 4.68% was due to interest income, offset by approximately 5.03% due to brokerage fees, performance fees, and operating and offering costs borne by the Trust. An analysis of the 6.61% trading gain by sector is as follows:


Sector	% Gain (Loss)
Stock Indices		6.80	%
Interest Rates		2.90
Metals		1.89
Currencies		1.80
Agricultural		(0.14	)
Energy		(6.64	)

		6.61	%

The first quarter demonstrated how markets interplay and how a diversified set of strategies can take advantage of changes in geopolitical and macroeconomic events. Currencies were relatively quiet in the first two months of the year as the markets tried to ascertain central bank policy intentions for 2006, but managed to rally at quarter-end on expectations of further interest rate hikes. Energy volatility proved difficult for the Trust, as the markets continued to fluctuate between excess inventory levels, supply constraints, and the ebb and flow of geopolitical tensions.

A sharp sell-off in energy prices in February and a rebound in prices in March left the Trust flat in energy trading on the quarter. The first quarter also saw the long end of the yield curve reverse sharply, the markets’ first peek at Ben Bernanke as Chairman of the Fed, and the reintroduction of the 30-year bond, leaving fixed income trading flat on the quarter. Following all of this activity, the Trust recorded gains in equity indices (despite the choppy start for global equity markets) and currencies, and finished the first quarter up 4.36%.

The second quarter proved to be quite a bit more difficult for the Trust with a quarterly rate of return of (5.81)%. A major sell off of the U.S. dollar against all major currencies, coupled with other central banks contemplating rate hikes, resulted in negative performance, primarily from the Trust’s fundamental currency models. These losses proved difficult to overcome despite gains in other sectors. Mid-quarter, the Trust was faced with another trend reversal, this time in equities, resulting in additional losses to our global equity index trading. Energy trading was positive overall on the quarter as prices moved higher in response to continuing uncertainty in Iran and the approaching hurricane season. Toward the end of the quarter the markets were choppy as traders were attempting to interpret monetary policies from each of the world’s major central banks. Expectations of slowed economic growth due to central bank policies and the shifting sands of geopolitical events continued to pressure precious and base metals resulting in only slightly positive performance for that sector on the quarter.

As much as the second quarter was dominated by the sell off of the U.S. dollar, energy was largely responsible for the Trust posting a third quarter return of (2.83)%. Early in the quarter, economic activity suggested a slower pace and a cooling housing market leading to a reduced probability of another rate hike. The quarter began with a push in energy prices higher as a result of certain geopolitical events, followed by a sharp reversal in the energy complex on the perception of easing geopolitical intensions, a mild hurricane season and steadily rising inventories. Energy markets continued to sell off towards the end of the quarter causing losses for the Trust. Gains were recorded in the currency markets, where losses on the Trust’s cross rate exposures were more than offset by gains in outright positions, despite the historically low volatilities in many of these markets. The market continued to believe the U.S. Federal Reserve would not raise rates in the foreseeable future and consequently the Trust recorded small losses in the interest rate sector and small gains in equity index trading.

The fourth quarter of 2006 proved to be a very productive period for our strategies, and produced a quarterly return of 11.24% for the Trust. The currency sector carried the Trust throughout the quarter, recording gains related to the renewed popularity of the Yen “carry” trade, Euro related crosses and the continued weakening of the Swiss Franc. The same strategies that caused the Trust difficulty in April and May, benefited the Trust throughout the fourth quarter and finished positive on the year overall. Equity index trading was also strongly positive throughout the quarter on strong economic growth, restrained inflation, and continued red-hot M&A activity ultimately contributing to the Dow finishing the year near all-time highs. The energy complex continued its unpredictable pattern-hitting lows for the year-to-date at the beginning of the quarter, rallying on refinery problems in November, and then falling back on above average temperatures throughout the U.S. and Europe. The Trust posted overall losses in the energy sector for the quarter and the year. Fixed income trading was slightly negative on the quarter until December when the sector contributed significantly to gains for the Trust. Yields rose sharply across the curve on firm November payrolls, stronger mid-month retail sales and indications of a potential boom in housing market data.

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 Trust trades in futures, forward and option 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 Trust, market risk, that such contracts may be significantly influenced by market conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the futures interests positions of the Trust at the same time, and if the Trust’s trading advisor was unable to offset futures interests positions of the Trust, the Trust could lose all of its assets and the Unitholders would realize a 100% loss. Campbell & Company, Inc., the managing operator (who also acts as trading advisor), minimizes market risk through real-time monitoring of open positions, diversification of the portfolio and maintenance of a margin-to-equity ratio that rarely exceeds 30%.

In addition to market risk, in entering into futures, forward and option contracts there is a credit risk that a counterparty will not be able to meet its obligations to the Trust. The counterparty for futures contracts traded in the United States and on most foreign exchanges is the clearinghouse associated with such exchange. In general, clearinghouses are backed by the corporate members of the clearinghouse who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members, like some foreign exchanges, it is normally backed by a consortium of banks or other financial institutions.

In the case of forward and option contracts, which are traded on the interbank market rather than on exchanges, the counterparty is generally a single bank or other financial institution, rather than a group of financial institutions; thus there may be a greater counterparty credit risk. Campbell & Company trades for the Trust only with those counterparties which it believes to be creditworthy. All positions of the Trust 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 Trust.

Disclosures About Certain Trading Activities that Include Non-Exchange Traded Contracts Accounted for at Fair Value

The Trust invests in futures, forward currency and option on forward currency contracts. The market value of futures (exchange-traded) contracts is determined by the various futures exchanges, and reflects the settlement price for each contract as of the close of the last business day of the reporting period. Beginning in July 2006, the market value of swap and forward (non-exchange traded) contracts is extrapolated on a forward basis from the spot prices quoted as of 3:00 P.M. (E.T.) of the last business day of the reporting period or based on the market value of its exchange-traded equivalent. Prior to July 2006, the market value of swap and forward (non-exchange traded) contracts was extrapolated on a forward basis from the spot prices quoted as of 5:00 P.M. (E.T.) of the last business day of the reporting period or based on the market value of its exchange-traded equivalent. The market value of option (non-exchange traded) contracts is calculated by applying an industry-standard adaptation of the Black-Scholes options valuation model to foreign currency options, using as input, the spot prices, interest rates and option implied volatilities quoted as of 3:00 P.M. (E.T.) on the last business day of the reporting period.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Introduction

Past Results Not Necessarily Indicative of Future Performance

The Trust is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and all or a substantial amount of the Trust’s assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Trust’s main line of business.

Market movements result in frequent changes in the fair market value of the Trust’s open positions and, consequently, in its earnings and cash flow. The Trust’s market risk is influenced by a wide variety of factors, including the level and volatility of exchange rates, interest rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Trust’s open positions and the liquidity of the markets in which it trades.

The Trust rapidly acquires and liquidates both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Trust’s past performance is not necessarily indicative of its future results.

Standard of Materiality

Materiality as used in this section, “Quantitative and Qualitative Disclosures About Market Risk,” is based on an assessment of reasonably possible market movements and the potential losses caused by such movements, taking into account the leverage, and multiplier features of the Trust’s market sensitive instruments.

Quantifying the Trust’s Trading Value at Risk

Quantitative Forward-Looking Statements

The following quantitative disclosures regarding the Trust’s market risk exposures contain “forward-looking statements” within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact (such as the dollar amount of maintenance margin required for market risk sensitive instruments held at the end of the reporting period).

The Trust’s risk exposure in the various market sectors traded is estimated in terms of Value at Risk (VaR). The Trust estimates VaR using a model based upon historical simulation (with a confidence level of 97.5%) which involves constructing a distribution of hypothetical daily changes in the value of a trading portfolio. The VaR model takes into account linear exposures to risks, including equity and commodity prices, interest rates, foreign exchange rates, and correlation among these variables. The hypothetical changes in portfolio value are based on daily percentage changes observed in key market indices or other market factors to which the portfolio is sensitive. The Trust’s VaR at a one day 97.5% confidence level corresponds to the negative change in portfolio value that, based on observed market risk factors, would have been exceeded once in 40 trading days or one day in 40. VaR typically does not represent the worst case outcome.

The Trust uses approximately one quarter of daily market data and revalues its portfolio for each of the historical market moves that occurred over this time period. This generates a probability distribution of daily “simulated profit and loss” outcomes. The VaR is the 2.5 percentile of this distribution.

The VaR for a sector represents the one day downside risk for the aggregate exposures associated with this sector. The current methodology used to calculate the aggregate VaR represents the VaR of the Trust’s open positions across all market sectors, and is less than the sum of the VaRs for all such market sectors due to the diversification benefit across asset classes.

The Trust’s VaR computations are based on the risk representation of the underlying benchmark for each instrument or contract and does not distinguish between exchange and non-exchange dealer-based instruments. It is also not based on exchange and/or dealer-based maintenance margin requirements.

VaR models, including the Trust’s, are continually evolving as trading portfolios become more diverse and modeling techniques and systems capabilities improve. Please note that the VaR model is used to numerically quantify market risk for historic reporting purposes only and is not utilized by the Trust in its daily risk management activities. Please further note that VaR as described above may not be comparable to similarly titled measures used by other entities.

Because the business of the Trust is the speculative trading of futures, forwards and options, the composition of the Trust’s trading portfolio can change significantly over any given time period, or even within a single trading day, which could positively or negatively materially impact market risk as measured by VaR.

The Trust’s Trading Value at Risk in Different Market Sectors

The following tables indicate the trading Value at Risk associated with the Trust’s open positions by market category as of December 31, 2008, 2007 and 2006 and the trading gains/losses by market category for the years then ended.


	December 31, 2008
Market Sector	Value at Risk*			Gain/(Loss)**

Currencies		0.50	%		(0.60	)%
Interest Rates		0.29	%		(4.69	)%
Stock Indices		0.17	%		8.68	%
Commodities		0.06	%		0.43	%


Aggregate/Total		0.59	%		3.82	%


*		— The VaR for a sector represents the one day downside risk for the aggregate exposures associated with this sector. The aggregate VaR represents the VaR of the Trust’s open positions across all market sectors, and is less than the sum of the VaRs for all such market sectors due to the diversification benefit across asset classes.

**		— Represents the gross trading for the Trust for the year ended December 31, 2008. Of the return for the year ended December 31, 2008 for Series B, approximately 3.82% was due to trading gains (before commissions) and approximately 1.68% was due to interest income offset by approximately 4.25% in brokerage fees, management fees and operating costs borne by Series B giving a net return of 1.25%. Of the return for the period October 1, 2008 (commencement of trading) to December 31, 2008 for Series A, approximately 0.27% was due to trading losses (before commissions) and approximately 1.15% was due to brokerage fees, management fees, offering costs and operating costs borne by Series A offset by interest income of approximately 0.04% giving a net return of (1.38)%..


	December 31, 2007
				Trading
Market Sector	Value at Risk*			Gain/(Loss)**

Currencies		1.44	%		(7.94	)%
Stock Indices		0.50	%		(2.90	)%
Interest Rates		0.40	%		0.80	%
Energy		0.08	%		(1.88	)%
Agricultural and Metals		0.16	%		(0.87	)%


Aggregate/Total		1.68	%		(12.79	)%


*		— The VaR for a sector represents the one day downside risk for the aggregate exposures associated with this sector. The aggregate VaR represents the VaR of the Trust’s open positions across all market sectors, and is less than the sum of the VaRs for all such market sectors due to the diversification benefit across asset classes.

**		— Of the return for the year ended December 31, 2007 for Series B, approximately 12.79% was due to trading gains (before commissions) and approximately 4.69% in brokerage fees, management fees, performance fees and operating costs borne by the Trust offset by approximately 4.57% due to interest income giving a net return of (12.91)%.


	December 31, 2006
				Trading
Market Sector	Value at Risk*			Gain/(Loss)**

Stock Indices		0.75	%		6.80	%
Currencies		0.69	%		1.80	%
Energy		0.39	%		(6.64	)%
Long-Term Interest Rates		0.34	%		(0.24	)%
Short-Term Interest Rates		0.26	%		3.14	%
Agricultural / Metals		0.17	%		1.75	%


Aggregate/Total		1.41	%		6.61	%


*		— The VaR for a sector represents the one day downside risk for the aggregate exposures associated with this sector. The aggregate VaR represents the VaR of the Trust’s open positions across all market sectors, and is less than the sum of the VaRs for all such market sectors due to the diversification benefit across asset classes.

**		— Of the return for the year ended December 31, 2006 for Series B was approximately 6.61% was due to trading gains (before commissions), approximately 4.68% was due to interest income offset by approximately 5.03% due to brokerage fees, management fees, performance fees and operating costs borne by the Trust giving a net return of 6.26%.

Material Limitations on Value at Risk as an Assessment of Market Risk

The following limitations of VaR as an assessment of market risk should be noted:

Past changes in market risk factors will not always result in accurate predictions of the distributions and correlations of future market movements;

Changes in portfolio value caused by market movements may differ from those of the VaR model;

VaR results reflect past trading positions while future risk depends on future positions;

VaR using a one day time horizon does not fully capture the market risk of positions that cannot be liquidated or hedged within one day; and

The historical market risk factor data for VaR estimation may provide only limited insight into losses that could be incurred under certain unusual market movements.

VaR is not necessarily representative of historic risk nor should it be used to predict the Trust’s future financial performance or its ability to manage and monitor risk. There can be no assurance that the Trust’s actual losses on a particular day will not exceed the VaR amounts indicated or that such losses will not occur more than once in 40 trading days.

Non-Trading Risk

The Trust has non-trading market risk on its foreign cash balances not needed for margin. However, these balances (as well as the market risk they represent) are immaterial. The Trust also has non-trading market risk as a result of investing a substantial portion of its available assets in U.S. Treasury Bills. The market risk represented by these investments is immaterial.

Qualitative Disclosures Regarding Primary Trading Risk Exposures

The following qualitative disclosures regarding the Trust’s market risk exposures — except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Trust manages its primary market risk exposures — constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. The Trust’s primary market risk exposures as well as the strategies used and to be used by Campbell & Company for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Trust’s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of the Trust. There can be no assurance that the Trust’s current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short- or long-term. Investors must be prepared to lose all or substantially all of their investment in the Trust.

The following were the primary trading risk exposures of the Trust as of December 31, 2008, by market sector.

Currencies

Exchange rate risk is the principal market exposure of the Trust. The Trust’s currency exposure is to exchange rate fluctuations, primarily fluctuations which disrupt the historical pricing relationships between different currencies and currency pairs. These fluctuations are influenced by interest rate changes as well as political and general economic conditions. The Trust trades in a large number of currencies, including cross-rates — i.e., positions between two currencies other than the U.S. Dollar. Campbell & Company does not anticipate that the risk profile of the Trust’s currency sector will change significantly in the future.

Interest Rates

Interest rate risk is a significant market exposure of the Trust. Interest rate movements directly affect the price of the sovereign bond positions held by the Trust and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries materially impact the Trust’s profitability. The Trust’s primary interest rate exposure is to interest rate fluctuations in the United States and the other G-7 countries. Campbell & Company anticipates that G-7 interest rates will remain the primary market exposure of the Trust for the foreseeable future. The changes in interest rates which have the most effect on the Trust are changes in long-term, as opposed to short-term rates. Most of the speculative positions held by the Trust are in medium- to long-term instruments.

Stock Indices

The Trust’s primary equity exposure is to equity price risk in the G-7 countries and several other countries (Hong Kong, Spain and Taiwan). The stock index futures traded by the Trust are limited to futures on broadly based indices. The Trust is primarily exposed to the risk of adverse price trends or static markets in the major U.S., European and Japanese indices. (Static markets would not cause major market changes but would make it difficult for the Trust to avoid being “whipsawed” into numerous small losses.)

Energy

The Trust’s primary energy market exposure is to crude oil and derivative product price movements often resulting from international political developments and ongoing conflicts in the Middle East. Oil and gas prices can be volatile and substantial profits and losses have been and are expected to continue to be experienced in this market.

Metals

The Trust’s metals market exposure is to fluctuations in the price of copper, gold and zinc.

Agricultural

The Trust’s agricultural exposure was to the fluctuations in the price of wheat, corn, coffee, and cotton.

Qualitative Disclosures Regarding Non-Trading Risk Exposure

The following were the primary non-trading risk exposures of the Trust as of December 31, 2008.

Foreign Currency Balances

The Trust’s primary foreign currency balances are in Japanese Yen, British Pounds and Euros. The Trust controls the non-trading risk of these balances by regularly converting these balances back into dollars (no less frequently than twice per month, and more frequently if a particular foreign currency balance becomes unusually large).

Treasury Bill Positions

The Trust’s primary market exposure in instruments held other than for trading is in its Treasury Bill portfolio. The Trust holds Treasury Bills (interest bearing and credit risk-free) with durations no longer than six months. Violent fluctuations in prevailing interest rates could cause immaterial mark-to-market losses on the Trust’s Treasury Bills, although substantially all of these short-term investments are held to maturity.

Qualitative Disclosures Regarding Means of Managing Risk Exposure

The means by which the Trust and Campbell & Company, severally, attempt to manage the risk of the Trust’s open positions is essentially the same in all market categories traded. Campbell & Company applies risk management policies to its trading which generally limit the total exposure that may be taken per “risk unit” of assets under management. In addition, Campbell & Company follows diversification guidelines (often formulated in terms of the balanced volatility between markets and correlated groups), as well as precalculating “stop-loss” points at which systems will signal to close out open positions.

Campbell & Company manages the risk of the Trust’s non-trading instruments (Treasury Bills held for cash management purposes) by limiting the duration of such instruments to no more than six months.

General

The Trust is unaware of any (i) anticipated known demands, commitments or capital expenditures; (ii) material trends, favorable or unfavorable, in its capital resources; or (iii) trends or uncertainties that will have a material effect on operations. From time to time, certain regulatory agencies have proposed increased margin requirements on futures contracts. Because the Trust generally will use a small percentage of assets as margin, the Trust does not believe that any increase in margin requirements, as proposed, will have a material effect on the Trust’s operations.

Item 8. Financial Statements and Supplementary Data

Financial statements meeting the requirements of Regulation S-X appear beginning on Page 37 of this report. The supplementary financial information specified by Item 302 of Regulation S-K is included in Item 6 — Selected Financial Data.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Campbell & Company, Inc., the managing operator of the Trust, with the participation of the managing operator’s chief executive officer and chief financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) with respect to the Trust as of the end of the period covered by this annual report. Based on their evaluation, the chief executive officer and chief financial officer have concluded that these disclosure controls and procedures are effective. There were no changes in the managing operator’s internal control over financial reporting applicable to the Trust identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the last fiscal quarterly that have materially affected, or is reasonably likely to materially affect, internal control over financial reporting applicable to the Trust.

Item 9A (T). Controls and Procedures

Management’s Annual Report on Internal Control over Financial Reporting

Campbell & Company, Inc. (“CCI”), the managing operator of Trust, is responsible for the management of the Trust. Management of CCI (“Management”) is responsible for establishing and maintaining adequate internal control over financial reporting. The internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The Trust’s internal control over financial reporting includes those policies and procedures that:

	•		Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Trust;

	•		Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the partnership’s transactions are being made only in accordance with authorizations of Management and;

	•		Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Trust’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of the Trust’s internal control over financial reporting as of December 31, 2008. In making this assessment, Management used the framework established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As a result of this assessment and based on the criteria in the COSO framework, management has concluded that, as of December 31, 2008, the Trust’s internal control over financial reporting was effective.

This annual report does not include an attestation report of the Trust’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s reporting this annual report.

Item 9B. Other Information

There was no information required to be disclosed in a report on form 8-K during the fourth quarter of 2008 that was not reported on Form 8-K.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The Registrant has no directors or executive officers. The Registrant has no employees. It is managed by Campbell & Company in its capacity as managing operator. Campbell & Company has been registered as a commodity pool operator (CPO) since September 1982. Its main business address is 2850 Quarry Lake Drive, Baltimore, Maryland, 21209, (410) 413-2600. Campbell & Company’s directors and executive officers are as follows:

G. William Andrews, born in 1972, has been employed by Campbell & Company since April 1997 and was appointed Vice President: Director of Research Operations in March 2006 and has served as Vice President: Director of Operations since April 2007. His duties include managing daily research and trade operations, new research product implementation and code management. From November 1995 to April 1997, Mr. Andrews was employed at Legg Mason as a Research Analyst in the Realty Group. Before immigrating to the United States, he was employed by the Japanese Department of Education in the town of Fujimi, Nagano prefecture. Mr. Andrews holds an M.B.A. in Finance from Loyola College in Maryland and a Bachelor of Social Science from Waikato University, New Zealand. Mr. Andrews became listed as a Principal of Campbell & Company effective June 21, 2006.

Theresa D. Becks, born in 1963, joined Campbell & Company in June 1991 and has served as President and Chief Executive Officer since April 2007, Secretary since May 1992, a Director since January 1994, and was Chief Financial Officer and Treasurer until July 2008. Ms. Becks is also the President and Chief Executive Officer of Campbell & Company Investment Adviser LLC, a wholly-owned subsidiary of Campbell & Company, and Trustee, President and Chief Executive Officer of The Campbell Multi-Strategy Trust, a registered investment company. Ms. Becks served as a member of the Board of Directors of the Managed Funds Association from November 2002 to November 2006. From December 1987 to June 1991, she was employed by Bank Maryland Corp, a publicly held company, as a Vice President and Chief Financial Officer. From September 1985 to December 1987, she worked with the public accounting firm Ernst & Young as a C.P.A. Ms. Becks is a C.P.A. and has a B.S. in Accounting from the University of Delaware. Ms. Becks became registered as an Associated Person and listed as a Principal and NFA Associate Member of Campbell & Company effective May 7, 1999, March 10, 1993 and April 21, 1999, respectively. Ms. Becks became registered as an Associated Person and listed as a Principal and NFA Associate Member of Campbell & Company Investment Adviser LLC effective December 14, 2005, December 12, 2005 and December 14, 2005, respectively.

D. Keith Campbell, born in 1942, has served as the Chairman of the Board of Directors of Campbell & Company since it began operations, was President until January 1994, and was Chief Executive Officer until January 1998. Mr. Campbell is the majority voting stockholder of Campbell & Company. Mr. Campbell has acted as a commodity trading advisor since January 1972 when, as general partner of the Campbell Fund, a limited partnership engaged in commodity futures trading, he assumed sole responsibility for trading decisions made on its behalf. Since then, he has applied various technical trading models to numerous discretionary futures trading accounts. Mr. Campbell is registered with the CFTC and NFA as a commodity pool operator. Mr. Campbell became registered as an Associated Person and listed as a Principal and NFA Associate Member of Campbell & Company effective October 29, 1997, September 29, 1978 and September 29, 1997, respectively. Mr. Campbell became listed as a Principal of Campbell & Company Investment Adviser LLC effective July 9, 2008. Mr. Campbell became listed as a Principal of his Commodity Pool Operator effective March 10, 1975.

Bruce L. Cleland, born in 1947, joined Campbell & Company in January 1993 and has served as Vice Chairman of the Board of Directors of Campbell & Company since April 2007, was President from January 1994 to April 2007, and Chief Executive Officer from January 1998 to April 2007. Until April 2007, Mr. Cleland was also the President and Chief Executive Officer of Campbell & Company Investment Adviser LLC, a wholly-owned subsidiary of Campbell & Company, and Trustee, Chief Executive Officer and President of The Campbell Multi-Strategy Trust, a registered investment company. Mr. Cleland has worked in the international derivatives industry for over thirty years, and has owned and managed firms engaged in global clearing, floor brokerage, trading and portfolio management. Mr. Cleland is currently a member of the Board of Directors of the National Futures Association, and previously served as a member of the Board of Directors of the Managed Funds Association and as a member of the Board of Governors of the COMEX, in New York. Mr. Cleland is a graduate of Victoria University in Wellington, New Zealand where he earned a Bachelor of Commerce and Administration degree. Mr. Cleland became registered as an Associated Person and listed as a Principal and NFA Associate Member of Campbell & Company effective December 15, 1993, September 15, 1993 and December 15, 1993, respectively. Mr. Cleland became listed as a Principal of Campbell & Company Investment Adviser LLC effective July 9, 2008. Mr. Cleland was a registered Associated Person and NFA Associate Member with Campbell & Company Investment Adviser LLC from December 2005 to April 2007.

Gregory T. Donovan, born in 1972, joined Campbell & Company in October 2006 and has served as Chief Financial Officer and Treasurer of Campbell & Company since July 2008, and was Senior Vice President of Accounting and Finance from October 2006 to July 2008. His duties include oversight of accounting and finance functions and review of accounting policies and procedures. Mr. Donovan is also the Chief Financial Officer, Treasurer and Assistant Secretary of both Campbell & Company Investment Adviser LLC, a wholly-owned subsidiary of Campbell & Company, and The Campbell Multi-Strategy Trust, a registered investment company. From November 2003 to October 2006, Mr. Donovan was employed by Huron Consulting Services serving as Director in the Financial and Economic Consulting Practice. From May 1998 until November 2003, Mr. Donovan was employed by KPMG LLP in which he served in the capacity of Manager in the Forensic and Litigation Services Practice. Mr. Donovan is a C.P.A. and has a B.S. in Business Administration with concentrations in Accounting and Management from Castleton State College and holds a M.S. in Finance from the University of Baltimore. Mr. Donovan became registered as an Associated Person and listed as a Principal and NFA Associate Member of Campbell & Company effective July 5, 2007, May 9, 2007 and July 2, 2007, respectively. Mr. Donovan became listed as a Principal of Campbell & Company Investment Adviser LLC effective May 16, 2007.

Michael S. Harris, born in 1975, has been employed by Campbell & Company since July 2000, was appointed Deputy Manager of Trading in September 2004 and has served as Vice President and Director of Trading since June 2006. His duties include managing daily trade execution for the assets under Campbell & Company’s management. From October 1999 to July 2000, Mr. Harris worked as a futures and options broker for Refco Inc. (NY). From May 1997 to October 1999, he worked in the Sales and Product Development groups at Morgan Stanley Managed Futures. Mr. Harris holds a B.A. in Economics and Japanese Studies from Gettysburg College. He also spent time studying abroad at Kansai Gaidai University in Osaka, Japan. Mr. Harris became registered as an Associated Person and listed as a Principal and NFA Associate Member of Campbell & Company effective September 21, 2000, June 15, 2006 and August 19, 2000, respectively.

Michael J. Hebrank, born in 1955, joined Campbell & Company in April 2004 and has served as Chief Technology Officer since then. From February 1999 to April 2004, Mr. Hebrank was the Chief Information Officer at Greater Baltimore Medical Center, the fourth largest healthcare system in Maryland. Mr. Hebrank holds a B.S. in Applied Statistics from the University of Baltimore and an M.S. in Computer Engineering from Loyola College of Maryland. Mr. Hebrank became listed as a Principal of Campbell & Company effective June 21, 2006.

Kevin M. Heerdt, born in 1958, joined Campbell & Company in March 2003 and has served as Chief Investment Officer and Director of Research since July 2007, was Executive Vice President-Research from March 2003 to June 2007 and Chief Operating Officer from June 2005 to June 2007. His duties include risk management, research, and the development of quantitatively based hedge fund and options strategies. Mr. Heerdt is also the Vice President and Chief Investment Officer of both Campbell & Company Investment Adviser LLC, a wholly-owned subsidiary of Campbell & Company, and The Campbell Multi-Strategy Trust, a registered investment company. From February 2002 to March 2003, he was the sole proprietor of Integrity Consulting, a start-up business consulting firm. From December 1990 to February 2002, Mr. Heerdt worked for Moore Capital Management, Inc., a private investment management firm, and its affiliates, where he was a Director and a Managing Director. Mr. Heerdt holds a B.A. in Economics and in International Relations from the University of Southern California. Mr. Heerdt became registered as an Associated Person and listed as a Principal and NFA Associate Member of Campbell & Company effective April 15, 2003, April 15, 2003 and April 1, 2003, respectively. Mr. Heerdt became registered as an Associated Person and listed as a Principal and NFA Associate Member of Campbell & Company Investment Adviser LLC effective December 14, 2005, December 12, 2005 and December 14, 2005, respectively.

Thomas P. Lloyd, born in 1959, joined Campbell & Company in September 2005 as General Counsel and Executive Vice President-Legal and Compliance. In this capacity, he is involved in all aspects of legal affairs, compliance and regulatory oversight. Since April 2007, Mr. Lloyd has also overseen Campbell & Company’s fund administration function. Mr. Lloyd is also the Secretary, Chief Compliance Officer and Assistant Treasurer of both Campbell & Company Investment Adviser LLC, a wholly-owned subsidiary of Campbell & Company, and The Campbell Multi-Strategy Trust, a registered investment company. From July 1999 to September 2005, Mr. Lloyd was employed by Deutsche Bank Securities Inc. (“DBSI”) in several positions, including Managing Director and head of the legal group for Deutsche Bank Alex. Brown, the Private Client Division of DBSI. From March 1997 to July 1999, Mr. Lloyd was an attorney in the Enforcement Department of NASD Regulation, Inc., and, from July 1995 to March 1997, he served as a senior counsel in the Division of Enforcement of the United States Securities and Exchange Commission. From January 1989 to July 1995, he was engaged in the private practice of law. Mr. Lloyd holds a B.A. in Economics from the University of Maryland, and a J.D. from the University of Baltimore School of Law. Mr. Lloyd is a member of the Bars of the State of Maryland and the United States Supreme Court. Mr. Lloyd became listed as a Principal of Campbell & Company and Campbell & Company Investment Adviser LLC effective October 20, 2005 and December 12, 2005, respectively.

Tracy Wills-Zapata, born in 1971, joined Campbell & Company in February 2006 and has served as Managing Director — Business Development since January 2007 and was Managing Director of Institutional Business Development from February 2006 to January 2007. Prior to joining Campbell, Ms.Wills-Zapata was a Managing Director of DB Advisors LLC, and affiliates, from September 2002 to December 2005, where she was responsible for distribution of Deutsche Bank’s single manager hedge fund platform. Ms. Wills-Zapata was registered as an Associated Person from January 2005 to December 2005 with DB Capital Advisers Inc., from February 2003 to January 2005 with DB Advisors LLC, and from November 2002 to February 2003 with Deutsche Bank Securities Inc. Ms. Wills-Zapata was listed as a Principal with DB Advisors LLC from February 2003 to February 2004. Ms. Wills-Zapata was an NFA Associate Member from December 2004 to December 2005 with DB Capital Advisers Inc., from January 2003 to January 2005 with DB Advisors LLC, and from November 2002 to February 2003 with Deutsche Bank Securities, Inc. From April 1995 to September 2002, Ms. Wills-Zapata was employed by Dominion Capital Management, Inc., a global money management firm specializing in financial derivatives portfolios, where she served as a Principal and Executive Vice President. Ms. Wills-Zapata was registered as an Associated Person and listed as a Principal and NFA Associate Member with Dominion Capital Management, Inc. from April 1995 to September 2002, from November 1999 to September 2002, and from April 1995 to September 2002, respectively. From December 1993 to April 1995, Ms. Wills-Zapata was employed by R.J. O’Brien & Associates, Inc., an independent futures brokerage firm, as an Executive Vice President. Ms. Wills-Zapata was registered as an Associated Person and listed as an NFA Associate Member with R.J. O’Brien & Associates, Inc. from March 1995 to June 2000. Ms. Wills-Zapata is currently a member of the Board of Directors and a Member of the Executive Committee for the Managed Funds Association. Ms. Wills-Zapata became registered as an Associated Person and listed as a Principal and NFA Associate Member of Campbell & Company effective March 27, 2006, July 21, 2008 and March 27, 2006, respectively. Ms. Wills-Zapata became registered as an Associated Person and listed as a Principal and NFA Associate Member of Campbell & Company Investment Adviser LLC effective February 18, 2009.

James M. Little, born in 1946, joined Campbell & Company in April 1990 and has served as Executive Vice President-Business Development and a Director since December 1992. Mr. Little is also the Vice President of both Campbell & Company Investment Adviser LLC, a wholly-owned subsidiary of Campbell & Company, and The Campbell Multi-Strategy Trust, a registered investment company. Mr. Little holds a B.S. in Economics and Psychology from Purdue University. From March 1989 to April 1990, Mr. Little was a registered representative of A.G. Edwards & Sons, Inc., a national full service brokerage firm. From January 1984 to March 1989, he was the Chief Executive Officer of James Little & Associates, Inc., a commodity pool operator and broker-dealer. Mr. Little was registered as an Associated Person and listed as a Principal with James Little & Associates, Inc. from February 1985 to May 1994 and as an NFA Associate Member from August 1985 to May 1994. Mr. Little is the co-author of The Handbook of Financial Futures, and is a frequent contributor to investment industry publications. Mr. Little became registered as an Associated Person and listed as a Principal and NFA Associate Member of Campbell & Company effective August 7, 1992, April 19, 1993 and August 7, 1992, respectively. Mr. Little became registered as an Associated Person and listed as a Principal and NFA Associate Member of Campbell & Company Investment Adviser LLC effective December 14, 2005, December 12, 2005 and December 14, 2005, respectively. Mr. Little retired at the end of 2008.

There has never been a material administrative, civil or criminal action brought against Campbell & Company or any of its directors, executive officers, promoters or control persons.

No Forms 3, 4, or 5 have been furnished to the Registrant since inception. To the best of the Registrant’s knowledge, no such forms have been or are required to be filed.

Audit Committee Financial Expert

The Board of Directors of Campbell & Company, in its capacity as the audit committee for the Trust, has determined that Theresa D. Becks qualifies as an “audit committee financial expert” in accordance with the applicable rules and regulations of the Securities and Exchange Commission. She is not independent of management.

Item 11. Executive Compensation

The Trust does not itself have any officers, directors or employees. The Trust pays management fees and performance fees to Campbell & Company. The directors and managing officers of Campbell & Company are remunerated by Campbell & Company in their respective positions. The directors and managing officers receive no “other compensation” from the Trust. There are no compensation plans or arrangements relating to a change in control of either the Trust or Campbell & Company.

Campbell & Company receives from the Trust A monthly management fee of 1/12 of 4% of the month-end net assets of the Series A units and Series B units, totaling approximately 4% of the average month-end net assets per year of the Series A units and Series B units; a monthly management fee of 1/12 of 2% of the month-end net assets of the Series W units, totaling approximately 2% of average month-end net assets per year of the Series W units. The managing operator may pay a portion or all of its monthly management fee either upfront (with respect to Series A units) or on an ongoing basis with respect to Series B units (commencing with the 13^th month with respect to Series A units) to selected selling agents who have sold the Series A units and the Series B units, in return for their provision of ongoing services to the Series A and/or the Series B unitholders. It is intended that, in most cases, the ongoing payment paid to selling agents will be 2% per annum, paid monthly, on the then current net asset value of units sold by the selling agents, net of redemptions. In addition, Campbell & Company receives a quarterly performance fee of 20% of the aggregate cumulative appreciation (if any) in the net asset value per unit of the Series A units, Series B units and Series W units at the end of each quarter, exclusive of appreciation attributable to interest income.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

	(a)		Security Ownership of Certain Beneficial Owners. As of December 31, 2008, no Units of Beneficial Interest are owned or held by an officer of Campbell & Company.

	(b)		Security Ownership of Management. As of December 31, 2008, Campbell & Company owned 20.360 Units of Beneficial Interest having a value of $51,471.

Item 13. Certain Relationships and Related Transactions, and Director Independence

See Item 11, Executive Compensation and Item 12, Security Ownership of Certain Beneficial Owners and Management.

Item 14. Principal Accounting Fees and Services

The principal accountant for the years ended December 31, 2008 and 2007 was Deloitte & Touche LLP.

	(a)		Audit Fees

			The aggregate fees billed for professional services rendered by the principal accountant for the audit of the Trust’s annual financial statements, for review of financial statements included in the Trust’s Forms 10-Q and other services normally provided in connection with regulatory filings for the years ended December 31, 2008 and 2007 were $74,050 and $79,000, respectively.

	(b)		Audit Related Fees

			None.

	(c)		Tax Fees

			None.

	(d)		All Other Fees

			None.

	(e)		The Board of Directors of Campbell & Company approved all of the services described above. The Board of Directors has determined that the payments made to its independent accountants for these services are compatible with maintaining such auditors’ independence. The Board of Directors explicitly pre-approves all audit and non-audit services and all engagement fees and terms.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)

The Following documents are filed as part of this report:

	(1)		See Financial Statements beginning on page 37 thereof.

	(2)		Schedules:

			Financial statement schedules have been omitted because they are not included in the financial statements or notes hereto applicable or because equivalent information has been included in the financial statements or notes thereto.

	(3)		Exhibits


Exhibit Number		Description of Document

1.01		Form of Selling Agreement among the Registrant, Campbell & Company and the Selling Agent. (Incorporated by reference to the respective exhibit to the Registrant’s Form 10 (No. 0-50264) filed on April 30, 2003.)

3.01		Articles and Plan of Merger of the Campbell Fund Limited Partnership with and into the Registrant dated January 2, 1996. (Incorporated by reference to the respective exhibit to the Registrant’s Form 10 (No. 0-50264) filed on April 30, 2003.)

3.02		Declaration of Trust and Trust Agreement of the Registrant dated January 2, 1996. (Incorporated by reference to the respective exhibit to the Registrant’s Form 10 (No. 0-50264) filed on April 30, 2003.)

3.03		Certificate of Trust of the Registrant dated January 2, 1996. (Incorporated by reference to the respective exhibit to the Registrant’s Form 10 (No. 0-50264) filed on April 30, 2003.)

10.01		Advisory Agreement between the Registrant and Campbell & Company. (Incorporated by reference to the respective exhibit to the Registrant’s Form 10 (No. 0-50264) filed on April 30, 2003.)

10.02		Customer Agreement between the Registrant, Campbell & Company and ABN AMRO Incorporated. (Incorporated by reference to the respective exhibit to the Registrant’s Form 10 (No. 0-50264) filed on April 30, 2003.)

10.03		Form of Subscription Agreement and Power of Attorney. (Incorporated by reference to the respective exhibit to the Registrant’s Form 10 (No. 0-50264) filed on April 30, 2003.)

10.04		International Swap Dealers Association, Inc. Master Agreement between the Registrant, Campbell & Company and ABN AMRO Bank, N.V., Chicago Branch. (Incorporated by reference to the respective exhibit to the Registrant’s Form 10 (No. 0-50264) filed on April 30, 2003.)

31.01		Certification of Theresa D. Becks, Chief Executive Officer, pursuant to Rules 13a-14 and 15d-14 of the Securites Exchange Act of 1934.

31.02		Certification of Gregory T. Donovan, Chief Financial Officer, pursuant to Rules 13a-14 and 15d-14 of the Securites Exchange Act of 1934.

32.01		Certification of Theresa D. Becks, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of The Sarbanes-Oxley Act of 2002.

32.02		Certification of Gregory T. Donovan, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of The Sarbanes-Oxley Act of 2002.

	(b)		Reports on Form 8-K

			None.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Unitholders of
The Campbell Fund Trust

We have audited the accompanying statements of financial condition of The Campbell Fund Trust (the “Trust”), including the condensed of schedules of investments, as of December 31, 2008 and 2007, and the related statements of operations, cash flows, changes in unitholders’ capital (net asset value) and financial highlights for each of the three years in the period ended December 31, 2008. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 and financial highlights referred to above present fairly, in all material respects, the financial position of The Campbell Fund Trust as of December 31, 2008 and 2007, the results of its operations, cash flows, changes in its unitholders’ capital (net asset value) and financial highlights for each of the three years in the period ended December 31, 2008, in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP

Princeton, New Jersey
March 23, 2009

The Campbell Fund Trust

Condensed Schedule of Investments

December 31, 2007


		% of Net
	Values ($)	Asset Value

UNITED STATES GOVERNMENT SECURITIES*


Maturity		Maturity
Face Value		Date		Description
$	250,000,000		02/14/2008	U.S. Treasury Bills	$	248,977,917	32.14	%
$	150,000,000		02/21/2008	U.S. Treasury Bills	$	149,351,875	19.28	%
$	150,000,000		03/06/2008	U.S. Treasury Bills	$	149,213,681	19.26	%
$	120,000,000		03/20/2008	U.S. Treasury Bills	$	119,294,266	15.40	%
$	100,000,000		01/10/2008	U.S. Treasury Bills	$	99,901,000	12.89	%

Total United States government securities (cost, including accrued interest, — $766,738,739)					$	766,738,739	98.97	%

LONG FUTURES CONTRACTS


Description
Agricultural	$	208,881	0.03	%
Energy	$	1,983,507	0.26	%
Metals	$	863,517	0.11	%
Stock indices	$	2,858,185	0.37	%
Short-term interest rates	$	986,581	0.13	%
Long-term interest rates	$	620,877	0.08	%

Total long futures contracts	$	7,521,548	0.98	%

SHORT FUTURES CONTRACTS


Description
Agricultural	$	(88,450	)	(0.01	)%
Energy	$	(1,404,946	)	(0.18	)%
Metals	$	188,030		0.02	%
Stock indices	$	(412,102	)	(0.05	)%
Short-term interest rates	$	(1,087,610	)	(0.14	)%
Long-term interest rates	$	(86,951	)	(0.01	)%

Total short futures contracts	$	(2,892,029	)	(0.37	)%


Total futures contracts	$	4,629,519		0.61	%

See Accompanying Notes to Financial Statements.

The Campbell Fund Trust
Statements of Financial Condition
December 31, 2008 and 2007


	2008			2007
ASSETS
Equity in broker trading accounts
Cash	$	488,681,500		$	31,596,452
Restricted cash		14,578,416			0
United States government securities		0			468,028,947
Net unrealized gain (loss) on open futures contracts		(22,719	)		4,629,519

Total equity in broker trading accounts		503,237,197			504,254,918

Cash and cash equivalents		15,195			42,940,668
United States government securities		25,000,000			298,709,792
Options purchased, at fair value (premiums paid — $202,448 and $1,639,099, respectively)		109,058			1,111,729
Net unrealized gain (loss) on open forward currency contracts		2,694,810			(14,222,779	)
Interest receivable		5,337			97,231
Subscriptions receivable		2,163,382			39,248
Other assets		0			648

Total assets	$	533,224,979		$	832,931,455


LIABILITIES
Cash deficit at forwards broker	$	67,540		$	0
Accounts payable		117,146			100,748
Management fee		1,767,267			2,772,355
Options written, at fair value (premiums received — $739,584 and $920,640, respectively)		665,741			429,067
Accrued commissions and other trading fees on open contracts		30,509			76,863
Offering costs payable		619			0
Redemptions payable		29,369,592			54,813,646

Total liabilities		32,018,414			58,192,679


UNITHOLDERS’ CAPITAL (Net Asset Value)

*Series A Units*
Other Unitholders — 1,052.200 and 0.000 units outstanding at December 31, 2008 and December 31, 2007		2,656,823			0

*Series B Units*
Managing Operator — 20.360 units outstanding at December 31, 2008 and December 31, 2007		51,471			50,838
Other Unitholders — 197,186.512 and 310,254.708 units outstanding at December 31, 2008 and December 31, 2007		498,498,271			774,687,938

Total unitholders’ capital (Net Asset Value)		501,206,565			774,738,776


Total liabilities and unitholders’ capital (Net Asset Value)	$	533,224,979		$	832,931,455

See Accompanying Notes to Financial Statements.

The Campbell Fund Trust
Statements of Operations
For the Years Ended December 31, 2008, 2007 and 2006


	2008			2007			2006
TRADING GAINS (LOSSES)
Futures trading gains (losses)
Realized	$	33,097,735		$	(25,846,706	)	$	18,977,950
Change in unrealized		(4,652,238	)		(24,810,820	)		31,664,196
Brokerage commissions		(856,401	)		(1,781,328	)		(1,885,399	)

Net gain (loss) from futures trading		27,589,096			(52,438,854	)		48,756,747


Forward currency and options on forward currency trading gains (losses)
Realized		(19,095,861	)		(29,870,447	)		(54,634,323	)
Change in unrealized		16,933,839			(53,572,831	)		71,058,263
Brokerage commissions		(84,502	)		(780,643	)		(560,530	)

Net gain (loss) from forward currency and options on forward currency trading		(2,246,524	)		(84,223,921	)		15,863,410


Total net trading gain (loss)		25,342,572			(136,662,775	)		64,620,157


INTEREST INCOME NET OF EXPENSES
Income
Interest income		10,467,453			46,531,028			51,891,355


Expenses
Management fee		25,405,845			41,054,959			44,503,132
Performance fee		0			3,914,242			8,574,956
Operating expenses		193,586			204,930			184,685


Total expenses		25,599,431			45,174,131			53,262,773


Interest income net of expenses		(15,131,978	)		1,356,897			(1,371,418	)


NET INCOME (LOSS)	$	10,210,594		$	(135,305,878	)	$	63,248,739


NET INCOME (LOSS) PER MANAGING OPERATOR AND OTHER UNITHOLDERS UNIT ₍₁₎ (based on weighted average number of units outstanding during the year)

Series A	$	(32.19	)	$	0.00		$	0.00


Series B	$	41.06		$	(360.46	)	$	153.91


INCREASE (DECREASE) IN NET ASSET VALUE PER MANAGING OPERATOR AND OTHER UNITHOLDERS UNIT ₍₁₎

Series A	$	(35.35	)	$	0.00		$	0.00


Series B	$	31.11		$	(370.14	)	$	168.95


(1)		Series A Units commenced trading on October 1, 2008; therefore, no information is provided for the Series A Units for the years ended December 31, 2007 and 2006. The amounts shown for 2008 are for the period October 1, 2008 (commencement of trading) to December 31, 2008.

See Accompanying Notes to Financial Statements.

The Campbell Fund Trust
Statements of Cash Flows
For the Years Ended December 31, 2008, 2007 and 2006


	2008			2007			2006
Cash flows from (for) operating activities
Net income (loss)	$	10,210,594		$	(135,305,878	)	$	63,248,739
Adjustments to reconcile net income (loss) to net cash from (for) operating activities
Net change in unrealized		(12,281,601	)		78,383,651			(102,722,459	)
(Increase) decrease in restricted cash		(14,578,416	)		0			0
(Increase) decrease in option premiums paid		1,436,651			(823,338	)		(815,761	)
Increase (decrease) in option premiums received		(181,056	)		446,294			474,346
(Increase) decrease in interest receivable		91,894			320,413			(277,915	)
(Increase) decrease in other assets		648			(648	)		0
Increase (decrease) in accounts payable and accrued expenses		(1,035,044	)		(1,347,758	)		(1,943,823	)
Net maturities (purchases) of investments in United States government securities		741,738,739			157,038,705			(170,399,949	)


Net cash from (for) operating activities		725,402,409			98,711,441			(212,436,822	)


Cash flows from (for) financing activities
Addition of units		9,404,485			26,024,191			200,977,020
Increase (decrease) in subscription deposits		0			0			(1,300,000	)
Redemption of units		(320,714,859	)		(236,172,102	)		(87,633,679	)
Offering costs paid		0			0			0

Net cash from (for) financing activities		(311,310,374	)		(210,147,911	)		112,043,341


Net increase (decrease) in cash and cash equivalents		414,092,035			(111,436,470	)		(100,393,481	)

Cash and cash equivalents
Beginning of year		74,537,120			185,973,590			286,367,071


End of year	$	488,629,155		$	74,537,120		$	185,973,590


End of year cash and cash equivalents consists of:
Cash in broker trading accounts	$	488,681,500		$	31,596,452		$	133,411,031
Cash deficit at forwards broker		(67,540	)		0			0
Cash and cash equivalents		15,195			42,940,668			52,562,559


Total end of year cash and cash equivalents	$	488,629,155		$	74,537,120		$	185,973,590

See Accompanying Notes to Financial Statements.

The Campbell Fund Trust
Statements of Changes in Unitholders’ Capital (net Asset Value)
For the Years Ended December 31, 2008, 2007 and 2006


	Unitholders’ Capital — Series B
	Managing Operator					Other Unitholders						Total
	Units		Amount			Units			Amount			Units			Amount

Balances at December 31, 2005		20.360	$	54,934			346,403.516		$	934,642,953			346,423.876		$	934,697,887
Net income (loss) for the year ended December 31, 2006				3,440						63,245,299						63,248,739
Additions		0.000		0			95,487.905			262,396,684			95,487.905			262,396,684
Redemptions		0.000		0			(39,411.951	)		(106,344,512	)		(39,411.951	)		(106,344,512	)

Balances at December 31, 2006		20.360		58,374			402,479.470			1,153,940,424			402,499.830			1,153,998,798

Net income (loss) for the year ended December 31, 2007				(7,536	)					(135,298,342	)					(135,305,878	)
Additions		0.000		0			9,471.225			26,063,439			9,471.225			26,063,439
Redemptions		0.000		0			(101,695.987	)		(270,017,583	)		(101,695.987	)		(270,017,583	)

Balances at December 31, 2007		20.360		50,838			310,254.708			774,687,938			310,275.068			774,738,776

Net income (loss) for the year ended December 31, 2008				633						10,216,252						10,216,885
Additions		0.000		0			3,499.136			8,864,886			3,499.136			8,864,886
Redemptions		0.000		0			(116,567.332	)		(295,270,805	)		(116,567.332	)		(295,270,805	)

Balances at December 31, 2008		20.360	$	51,471			197,186.512		$	498,498,271			197,206.872		$	498,549,742


Net Asset Value per Managing Operator and Other Unitholders’ Unit — Series B
December 31, 2008		December 31, 2007		December 31, 2006

$	2,528.05	$	2,496.94	$	2,867.08

See Accompanying Notes to Financial Statements.

The Campbell Fund Trust
Financial Highlights
For the Years Ended December 31, 2008, 2007 and 2006

The following information presents per unit operating performance data and other supplemental financial data for Series A for the period October 1, 2008 (commencement of trading) to December 31, 2008. This information has been derived from information presented in the financial statements.


	Series A
	2008
Per Unit Performance (for a unit outstanding throughout the entire year)

Net asset value per unit at beginning of year₍₅₎	$	2,560.37


Income (loss) from operations:
Total net trading gains (losses)₍₁₎		(7.62	)
Interest income net of expenses₍₁₎		(24.56	)


Total net income (loss) from operations		(32.18	)


Offering costs₍₁₎		(3.17	)


Net asset value per unit at end of year	$	2,525.02


Total Return		(1.38	)%


Supplemental Data

Ratios to average net asset value:
Expenses prior to performance fee ₍₄₎		4.03	%
Performance fee		0.00	%


Total expenses		4.03	%


Interest income net of expenses _(2,3,4)		(3.88	)%

Total returns are calculated based on the change in value of a unit during the period. An individual partner’s total returns and ratios may vary from the above total returns and ratios based on the timing of additions and redemptions.


(1)		Interest income net of expenses per unit is calculated by dividing the interest income net of expenses by the average number of units outstanding during the period. Total net trading gains (losses) is a balancing amount necessary to reconcile the change in net asset value per unit with the other per unit information.

(2)		Excludes performance fee.

(3)		Interest income net of expenses is shown as a positive amount when the interest income exceeds expenses for the period and a negative number when expenses exceed interest income for the period.

(4)		Annualized .

(5)		Represents the net asset value per Series A Unit at October 1, 2008 (commencement of trading).

See Accompanying Notes to Financial Statements.

The Campbell Fund Trust
Financial Highlights
For the Years Ended December 31, 2008, 2007 and 2006

The following information presents per unit operating performance data and other supplemental financial data for Series B for the years ended December 31, 2008, 2007 and 2006. This information has been derived from information presented in the financial statements.


	Series B
	2008			2007			2006
Per Unit Performance (for a unit outstanding throughout the entire year)

Net asset value per unit at beginning of year	$	2,496.94		$	2,867.08		$	2,698.13


Income (loss) from operations:
Total net trading gains (losses) ₍₁₎		91.91			(373.75	)		172.29
Interest income net of expenses ₍₁₎		(60.80	)		3.61			(3.34	)


Total net income (loss) from operations		31.11			(370.14	)		168.95


Net asset value per unit at end of year	$	2,528.05		$	2,496.94		$	2,867.08


Total Return		1.25	%		(12.91	)%		6.26	%


Supplemental Data

Ratios to average net asset value:
Expenses prior to performance fee		4.10	%		4.05	%		4.03	%
Performance fee		0.00	%		0.38	%		0.77	%


Total expenses		4.10	%		4.43	%		4.80	%


Interest income net of expenses _(2,3)		(2.42	)%		0.52	%		(0.65	)%

Total returns are calculated based on the change in value of a unit during the year. An individual partner’s total returns and ratios may vary from the above total returns and ratios based on the timing of additions and redemptions.


(1)		Interest income net of expenses per unit is calculated by dividing the interest income net of expenses by the average number of units outstanding during the year. Total net trading gains (losses) is a balancing amount necessary to reconcile the change in net asset value per unit with the other per unit information.

(2)		Excludes performance fee.

(3)		Interest income net of expenses is shown as a positive amount when the interest income exceeds expenses for the year and a negative number when expenses exceed interest income for the year.

See Accompanying Notes to Financial Statements.

The Campbell Fund Trust
Notes to Financial Statements
December 31, 2008

Note 1.		ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A.		General Description of the Trust

		The Campbell Fund Trust (the Trust) is a Delaware statutory trust which operates as a commodity investment pool. The Trust engages in the speculative trading of futures contracts, forward currency contracts and options on forward currency contracts.

		Effective August 31, 2008, the Trust began offering Series A units, Series B units and Series W units. The units in the Trust prior to that date became Series B units. Series B units are only available for additional investment by existing holders of Series B units. As of December 31, 2008, no Series W units have been issued.

B.		Regulation

		The Trust is a registrant with the Securities and Exchange Commission (SEC) pursuant to the Securities Exchange Act of 1934 (the Act). As a registrant, the Trust is subject to the regulations of the SEC and the informational requirements of the Act. As a commodity investment pool, the Trust 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 Trust executes transactions. Additionally, the Trust is subject to the requirements of futures commission merchants (brokers) and interbank market makers through which the Trust trades.

C.		Method of Reporting

		The Trust’s financial statements are presented in accordance with accounting principles generally accepted in the United States of America, which may require the use of certain estimates made by the Trust’s management. Actual results may differ from these estimates. Investment transactions are accounted for on the trade date. Gains or losses are realized when contracts are liquidated. Unrealized gains and losses on open contracts (the difference between contract trade price and market price) are reported in the statement of financial condition as a net gain or loss, as there exists a right of offset of unrealized gains or losses in accordance with Financial Accounting Standards Board Interpretation No. 39 — “Offsetting of Amounts Related to Certain Contracts.” The market value of futures (exchange-traded) contracts is determined by the various futures exchanges, and reflects the settlement price for each contract as of the close of the last business day of the reporting period. The market value of forward currency (non-exchange traded) contracts was extrapolated on a forward basis from the spot prices quoted as of 3:00 P.M. (E.T.) of the last business day of the reporting period or based on the market value of its exchange-traded equivalent.

		The market value of option (non-exchange traded) contracts is calculated by applying an industry-standard adaptation of the Black-Scholes options valuation model to foreign currency options, using as input, the spot prices, interest rates and option implied volatilities quoted as of 3:00 P.M. (E.T.) on the last business day of the reporting period. Any change in net unrealized gain or loss from the preceding period is reported in the statement of operations.

		When the Trust writes an option, an amount equal to the premium received by the Trust is reflected as an asset and an equivalent liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of option written. Brokerage commissions include other trading fees and are charged to expense when contracts are opened. United States government securities are stated at cost plus accrued interest, which approximates market value.

		For purposes of both financial reporting and calculation of redemption value, Net Asset Value per unit is calculated by dividing Net Asset Value by the number of outstanding units.

		The Trust adopted the provisions of Statement of Financial Accounting Statement No. 157 — “Fair Value Measurement”, or SFAS 157, as of January 1, 2008. SFAS 157 provides guidance for determining fair value and requires increased disclosure regarding the inputs to valuation techniques used to measure fair value. SFAS 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

		SFAS No. 157 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).

		Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Trust has the ability to access at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. The value of the Trust’s exchange-traded futures contracts fall into this category.

The Campbell Fund Trust
Notes to Financial Statements
December 31, 2008

		Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. This category includes forward currency contracts and options on forward currency contracts that the Trust values using models or other valuation methodologies derived from observable market data.

		Level 3 inputs are unobservable inputs for an asset or liability (including the Fund’s own assumptions used in determining the fair value of investments). Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. As of and for the year ended December 31, 2008, the Trust did not have any Level 3 assets or liabilities.

		The following table sets forth by level within the fair value hierarchy the Trust’s investments accounted for at fair value on a reoccurring basis as of December 31, 2008.


	Fair Value at December 31, 2008
Description	Level 1			Level 2			Level 3		Total
Investments
U.S. Treasury Bills	$	0		$	25,000,000		$	0	$	25,000,000
Other Financial Instruments

Exchange-traded futures contracts		(22,719	)		0			0		(22,719	)
Forward currency contracts		0			2,694,810			0		2,694,810
Options purchased		0			109,058			0		109,058
Options written		0			(665,741	)		0		(665,741	)

Total	$	(22,719	)	$	27,138,127		$	0	$	27,115,408

D.		Cash and Cash Equivalents

		Cash and cash equivalents includes cash and short-term investments in fixed income securities held at financial institutions.

E.		Cash Deficit at Forwards Broker

		The Trust recorded a bank overdraft of $67,540 which resulted from estimates of available cash.

F.		Income Taxes

		The Trust prepares calendar year U.S. and applicable state information tax returns and reports to the unitholders their allocable shares of the Trust’s income, expenses and trading gains or losses. No provision for income taxes has been made in the accompanying financial statements as each unitholder is individually responsible for reporting income or loss based on such unitholder’s respective share of the Trust’s income and expenses as reported for income tax purposes.

		Management has continued to evaluate the application of Financial Accounting Standards Board (FASB) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109” (FIN 48), to the Trust, and has determined that FIN 48 does not have a material impact on the Trust’s financial statements. The Trust files federal and state tax returns. The 2005 through 2008 tax years generally remain subject to examination by the U.S. federal and most state tax authorities.

G.		Offering Costs

		Campbell & Company, Inc. (Campbell & Company) has incurred all costs in connection with the initial and continuous offering of units of the Trust (offering costs). Series A units and Series W units will each bear the offering costs incurred in the relation to the offering of Series A units and Series W units, respectively. Offering costs are charged to Series A and W at a monthly rate of 1/12 of 0.5% (0.5% annualized) of the Series’ month-end net asset value (as defined in the Declaration of Trust and Trust Agreement) until such amounts are fully reimbursed. Such amounts are charged directly to unitholders’ capital. Series A and W are only liable for payment of offering costs on a monthly basis. The offering costs allocable to the Series B units are borne by Campbell & Company.

		If the Trust terminates prior to completion of payment to Campbell & Company for the unreimbursed offering costs incurred through the date of such termination, Campbell & Company will not be entitled to any additional payments, and Series A units and Series W units will have no further obligation to Campbell & Company. At December 31, 2008, the amount of unreimbursed offering costs incurred by Campbell & Company is $111,829 for Series A units and $31,754 for Series W units.

The Campbell Fund Trust
Notes to Financial Statements
December 31, 2008

H.		Foreign Currency Transactions

		The Trust’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.

I.		Allocations

		Income or loss (prior to calculation of the management fee, service fee, offering costs and performance fee) is allocated pro rata to each Series of units. Each Series of units is then charged the management fee, service fee, offering costs and performance fee applicable to such Series of units.

j.		Recently Issued Accounting Pronouncements

		In March 2008, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards No. 161, “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133” (SFAS 161). SFAS 161 establishes, amoung other things, the disclosure requirements for derivative instruments and for hedging activities. SFAS 161 is effective for financial statements issued for fiscal years beginning after November 15, 2008, and interim periods within those fiscal years. The impact on the Trust’s financial statement disclosures, if any, is currently being assessed.

Note 2.		MANAGING OPERATOR AND COMMODITY TRADING ADVISOR

		The managing operator of the Trust is Campbell & Company which conducts and manages the business of the Trust. Campbell & Company is also the commodity trading advisor of the Trust.

		Series A units and Series B units pay the managing operator a monthly management fee equal to 1/12 of 4% (4% annually) of the Net Assets (as defined) of Series A units and Series B units, respectively, as of the end of each month. Series W units pay the managing operator a monthly management fee equal to 1/12 of 2% (2% annually) of the Net Assets (as defined) of Series W units as of the end of each month. Each Series of units will pay the managing operator a quarterly performance fee equal to 20% of the aggregate cumulative appreciation in Net Asset Value per Unit (as defined) exclusive of appreciation attributable to interest income on a Series-by-Series basis.

Note 3.		TRUSTEE

		The trustee of the Trust is U.S. Bank National Association, a national banking corporation. The trustee has delegated to the managing operator the duty and authority to manage the business and affairs of the Trust and has only nominal duties and liabilities with respect to the Trust.

Note 4.		SERVICE FEE

		The selling firms who sell Series W units receive a monthly service fee equal to 1/12 of 0.5% of the month-end Net Asset Value (as defined) of the Series W units, totaling approximately 0.50% per year.

Note 5.		DEPOSITS WITH BROKER

		The Trust deposits assets with UBS Securities LLC to act as 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 Trust earns interest income on its assets deposited with the broker.

Note 6.		SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS

		Investments in the Trust are made by subscription agreement, subject to acceptance by Campbell & Company.

		The Trust is not required to make distributions, but may do so at the sole discretion of Campbell & Company. A unitholder may request and receive redemption of units owned, subject to restrictions in the Declaration of Trust and Trust Agreement.

		Redemption fees, which are paid to Campbell & Company, apply to Series A units 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: 1.833% of Net Asset Value per unit redeemed through the second month-end, 1.666% of Net Asset Value per unit redeemed through the third month-end, 1.500% of Net Asset Value per unit redeemed through the fourth month-end, 1.333% of Net Asset Value per unit redeemed through the fifth month-end, 1.167% of Net Asset Value per unit redeemed through the sixth month-end, 1.000% of Net Asset Value per unit redeemed through the seventh month-end, 0.833% of Net Asset Value per unit redeemed through the eight month-end, 0.667% of Net Asset Value per unit redeemed through the ninth month-end, 0.500% of Net Asset Value per unit redeemed through the tenth month-end, 0.333% of Net Asset Value per unit redeemed through the eleventh month-end and 0.167% of Net Asset Value per unit redeemed through the twelfth month end.

The Campbell Fund Trust
Notes to Financial Statements
December 31, 2008

Note 7.		TRADING ACTIVITIES AND RELATED RISKS

		The Trust engages in the speculative trading of U.S. and foreign futures contracts, forward currency contracts and options on forward currency contracts (collectively, “derivatives”). The Trust is exposed to both market risk, the risk arising from changes in the market value of the contracts, and credit risk, the risk of failure by another party to perform according to the terms of a contract.

		Purchase and sale of futures contracts requires margin deposits with the broker. Additional deposits may be necessary for any loss on contract value. The Commodity Exchange Act requires a broker to segregate all customer transactions and assets from such broker’s proprietary activities. A customer’s cash and other property (for example, U.S. Treasury bills) deposited with a broker are considered commingled with all other customer funds subject to the broker’s segregation requirements. In the event of a broker’s insolvency, recovery may be limited to a pro rata share of segregated Trusts available. It is possible that the recovered amount could be less than total cash and other property deposited.

		The amount of required margin and good faith deposits with the broker and interbank 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, 2008 and December 31, 2007 was $25,000,000 and $766,738,739, respectively, which equals 5% and 99% of Net Asset Value, respectively. The cash balance with interbank market makers at December 31, 2008 and December 31, 2007 was $(67,540) and $42,358,497, respectively, which equals (0)% and 5% of Net Asset Value, respectively. These amounts are included in cash deficit at fowards broker and cash and cash equivalents, respectively. Included in cash deposits with the broker and interbank market maker at December 31, 2008 and December 31, 2007 was restricted cash for margin requirements of $14,578,416 and $0 respectively, which equals 3% and 0% of Net Asset Value, respectively.

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

		The Trust has a substantial portion of its assets on deposit with financial institutions. In the event of a financial institution’s insolvency, recovery of Trust assets on deposit may be limited to account insurance or other protection afforded such deposits.

		For derivatives, risks arise from changes in the market value of the contracts. Theoretically, the Trust is exposed to a market risk equal to the notional contract value of futures and forward currency contracts purchased and unlimited liability on such contracts sold short. As both a buyer and seller of options, the Trust pays or receives a premium at the outset and then bears the risk of unfavorable changes in the price of the contract underlying the option. Written options expose the Trust to potentially unlimited liability, and purchased options expose the Trust to a risk of loss limited to the premiums paid.

		The unrealized gain (loss) on open futures, forward currency and options on forward currency contracts is comprised of the following:


							Forward Currency and
							Options on Forward
	Futures Contracts						Currency Contracts
	(exchange traded)						(non-exchange traded)
	December 31, 2008			December 31, 2007			December 31, 2008			December 31, 2007
Gross unrealized gains	$	3,247,644		$	12,382,973		$	13,542,469		$	16,549,821
Gross unrealized losses		(3,270,363	)		(7,753,454	)		(10,867,206	)		(30,808,397	)

Net unrealized gain (loss)	$	(22,719	)	$	4,629,519		$	2,675,263		$	(14,258,576	)

		Open contracts generally mature within three months; as of December 31, 2008, the latest maturity date for open futures contracts is September 2009, the latest maturity date for open forward currency contracts is March 2009, and the latest expiry date for options on forward currency contracts is January 2009. However, the Trust intends to close all futures and forward currency contracts prior to maturity.

		Campbell & Company has established procedures to actively monitor market risk and minimize credit risk, although there can be no assurance that it will, in fact, succeed in doing so. Campbell & Company’s basic market risk control procedures consist of continuously monitoring open positions, diversification of the portfolio and maintenance of a


	THE CAMPBELL FUND TRUST
	By:	CAMPBELL & COMPANY, INC. Managing Operator

	By:	/s/ Theresa D. Becks
		Theresa D. Becks
		Chief Executive Officer


Description
Various long forward currency contracts	$	5,898,461		1.18	%
Various short forward currency contracts	$	(3,203,651	)	(0.64	)%

Total forward currency contracts	$	2,694,810		0.54	%


Description
Various long forward currency contracts	$	(8,804,549	)	(1.14	)%
Various short forward currency contracts	$	(5,418,230	)	(0.70	)%

Total forward currency contracts	$	(14,222,779	)	(1.84	)%


Description
Written options on forward currency contracts (premiums received — $920,640)	$	(429,067	)	(0.06	)%


Signature		Capacity

/s/ D. Keith Campbell D. Keith Campbell		Chairman of the Board of Directors

/s/ Bruce L. Cleland Bruce L. Cleland		Vice Chairman of the Board of Directors

/s/ Theresa D. Becks Theresa D. Becks		Chief Executive Officer

/s/ Gregory T. Donovan Gregory T. Donovan		Chief Financial Officer


	PAGES
Reports of Independent Registered Public Accounting Firm

Deloitte & Touche LLP		39

Financial Statements

Condensed Schedules of Investments December 31, 2008 and 2007		41-43

Statements of Financial Condition December 31, 2008 and 2007		44

Statements of Operations For the Years Ended December 31, 2008, 2007 and 2006		45

Statements of Cash Flows For the Years Ended December 31, 2008, 2007 and 2006		46

Statements of Changes in Unitholders’ Capital (Net Asset Value) For the Years Ended December 31, 2008, 2007 and 2006		47-48

Financial Highlights For the Years Ended December 31, 2008, 2007 and 2006		49-50

Notes to Financial Statements		51-55


Description
Metals	$	21,852	0.00	%
Stock indices	$	226,850	0.05	%
Short-term interest rates	$	860,185	0.17	%
Long-term interest rates	$	1,064,421	0.21	%

Total long futures contracts	$	2,173,308	0.43	%


Description
Agricultural	$	(454,939	)	(0.09	)%
Energy	$	(155,724	)	(0.03	)%
Metals	$	(347,611	)	(0.07	)%
Stock indices	$	(678,007	)	(0.14	)%
Short-term interest rates	$	(84,325	)	(0.02	)%
Long-term interest rates	$	(475,421	)	(0.09	)%

Total short futures contracts	$	(2,196,027	)	(0.44	)%


Total futures contracts	$	(22,719	)	(0.01	)%


Description
Purchased options on forward currency contracts (premiums paid — $202,448)	$	109,058	0.02	%


*		Pledged as collateral for the trading of futures, forward and option positions.


	Series A ₍₁₎
	Units		Amount

Balances at December 31, 2007		0.000	$	0

Net income (loss) for the year ended December 31, 2008				(6,291	)
Additions		1,052.200		2,663,733
Offering costs				(619	)

Balances at December 31, 2008		1,052.200	$	2,656,823


		Net Asset Value per Other Unitholders’ Unit — Series A₍₁₎
		December 31, 2008

		$	2,525.02

		margin-to-equity ratio that rarely exceeds 30%. Campbell & Company seeks to minimize credit risk primarily by depositing and maintaining the Trust’s assets at financial institutions and brokers which Campbell & Company believes to be creditworthy. The unitholder 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 8.		INDEMNIFICATIONS

		In the normal course of business, the Trust enters into contracts and agreements that contain a variety of representations and warranties which provide general indemnifications. The Trust’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Trust that have not yet occurred. The Trust expects the risk of any future obligation under these indemnifications to be remote.


Exhibit Number	Description of Document	Page Number
31.01	Certification by Chief Executive Officer	E 2
31.02	Certification by Chief Financial Officer	E 3
32.01	Certification by Chief Executive Officer	E 4
32.02	Certification by Chief Financial Officer	E 5

1.		I have reviewed this annual report on Form 10-K of the Trust;

2.		Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.		Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, cash flows and financial highlights of the registrant as of, and for, the periods presented in this report;

4.		The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	(a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)		Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)		Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)		Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant’s internal control over financial reporting; and

	(a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



	By:	/s/ Theresa D. Becks
		Theresa D. Becks
		Chief Executive Officer March 31, 2009



	By:	/s/ Gregory T. Donovan
		Gregory T. Donovan
		Chief Financial Officer March 31, 2009


	THE CAMPBELL FUND TRUST
	By:	Campbell & Company, Inc., managing operator

	By:	/s/ Theresa D. Becks
		Theresa D. Becks
		Chief Executive Officer March 31, 2009