UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-Q
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the quarterly period ended September 30, 2008
 or
 o
    
    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 For the transition period fromto
 Commission File number: 0-22260
 CAMPBELL STRATEGIC ALLOCATION FUND, L.P.
  Delaware
    
    52-1823554(State of Organization)
    
    (IRS Employer Identification Number)
 
 (Address of principal executive offices, including zip code)
  (Registrants telephone number, including area code)
  þ o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer   o
(Do not check if a smaller reporting company)
    
    Smaller reporting company þ
  o þ
   32




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##### 



PagePART I  FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Schedules of Investments as of September 30, 2008
(Unaudited) and December 31, 2007
    
    
    3-6Statements of Financial Condition as of September 30, 2008
(Unaudited) and December 31, 2007
    
    
    7Statements of Operations for the Three and Nine Months Ended
September 30, 2008 and 2007 (Unaudited)
    
    
    8Statements of Cash Flows for the Nine Months Ended
September 30, 2008 and 2007 (Unaudited)
    
    
    9Statements of Changes in Partners Capital (Net Asset Value)
for the Nine Months Ended September 30, 2008 and 2007 (Unaudited)
    
    
    10Financial Highlights for the Three and Nine Months Ended
September 30, 2008 and 2007 (Unaudited)
    
    
    11Notes to Financial Statements (Unaudited)
    
    
    12-17Item 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations
    
    
    18-24Item 3. Quantitative and Qualitative Disclosure About Market Risk
    
    
    25-30Item 4T. Controls and Procedures
    
    
    30PART II  OTHER INFORMATIONItem 6. Exhibits and Reports on Form 8-K
    
    
    31SIGNATURESCERTIFICATIONS




---



##### 



% of NetValues ($)
    
    
    Asset ValueUNITED STATES GOVERNMENT SECURITIES*Maturity
    
    
    MaturityFace Value
    
    
    Date
    
    Description$
    750,000,000
    
    
    10/09/2008
    
    U.S. Treasury Bills
    
    $
    749,983,332
    
    
    
    27.56
    %$
    650,000,000
    
    
    10/02/2008
    
    U.S. Treasury Bills
    
    $
    649,972,556
    
    
    
    23.89
    %$
    300,000,000
    
    
    10/23/2008
    
    U.S. Treasury Bills
    
    $
    299,990,833
    
    
    
    11.03
    %$
    150,000,000
    
    
    10/16/2008
    
    U.S. Treasury Bills
    
    $
    149,978,125
    
    
    
    5.51
    %$
    140,000,000
    
    
    12/11/2008
    
    U.S. Treasury Bills
    
    $
    139,779,111
    
    
    
    5.14
    %Total United States government securities(cost, including accrued interest,  $1,989,703,957)
    
    $
    1,989,703,957
    
    
    
    73.13
    %
 LONG FUTURES CONTRACTS
 DescriptionEnergy
    
    $
    (3,748,685
    )
    
    
    (0.14
    )%Metals
    
    $
    (1,745,317
    )
    
    
    (0.06
    )%Stock indices
    
    $
    (6,346,526
    )
    
    
    (0.23
    )%Short-term interest rates
    
    $
    (603,729
    )
    
    
    (0.02
    )%Long-term interest rates
    
    $
    1,982,435
    
    
    
    0.07
    %Total long futures contracts
    
    $
    (10,461,822
    )
    
    
    (0.38
    )%
 SHORT FUTURES CONTRACTS
 DescriptionEnergy
    
    $
    4,317,687
    
    
    
    0.16
    %Metals
    
    $
    1,641,928
    
    
    
    0.06
    %Stock indices
    
    $
    22,724,720
    
    
    
    0.84
    %Short-term interest rates
    
    $
    (13,232,288
    )
    
    
    (0.49
    )%Long-term interest rates
    
    $
    (11,086,756
    )
    
    
    (0.41
    )%Total short futures contracts
    
    $
    4,365,291
    
    
    
    0.16
    %Total futures contracts
    
    $
    (6,096,531
    )
    
    
    (0.22
    )%
 See Accompanying Notes to Financial Statements.
 -3-




---



##### 



% of NetValues ($)
    
    
    Asset ValueFORWARD CURRENCY CONTRACTSDescriptionVarious long forward currency contracts
    
    $
    (64,810,732
    )
    
    
    (2.38
    )%Various short forward currency contracts
    
    $
    1,764,181
    
    
    
    0.06
    %Total forward currency contracts
    
    $
    (63,046,551
    )
    
    
    (2.32
    )%PURCHASED OPTIONS ON FORWARD CURRENCY CONTRACTSDescriptionPurchased options on forward currency
contracts (premiums paid  $578,584)
    
    $
    624,381
    
    
    
    0.02
    %WRITTEN OPTIONS ON FORWARD CURRENCY CONTRACTSDescriptionWritten options on forward currency
contracts (premiums received  $362,689)
    
    $
    (543,274
    )
    
    
    (0.02
    )%
 
 *
    
    Pledged as collateral for the trading of futures, forward and option positions. See Accompanying Notes to Financial Statements.
 -4-




---



##### 



% of NetValues ($)
    
    
    Asset ValueUNITED STATES GOVERNMENT SECURITIES*Maturity
    
    
    MaturityFace Value
    
    
    Date
    
    Description$
    1,000,000,000
    
    
    03/13/2008
    
    U.S. Treasury Bills
    
    $
    994,400,000
    
    
    
    26.15
    %$
    950,000,000
    
    
    01/31/2008
    
    U.S. Treasury Bills
    
    $
    946,956,042
    
    
    
    24.90
    %$
    500,000,000
    
    
    01/03/2008
    
    U.S. Treasury Bills
    
    $
    499,893,889
    
    
    
    13.14
    %$
    500,000,000
    
    
    02/14/2008
    
    U.S. Treasury Bills
    
    $
    497,952,778
    
    
    
    13.09
    %$
    400,000,000
    
    
    01/10/2008
    
    U.S. Treasury Bills
    
    $
    399,612,000
    
    
    
    10.51
    %$
    200,000,000
    
    
    01/24/2008
    
    U.S. Treasury Bills
    
    $
    199,518,278
    
    
    
    5.25
    %Total United States government securities(cost, including accrued interest,  $3,538,332,987)
    
    $
    3,538,332,987
    
    
    
    93.04
    %
 LONG FUTURES CONTRACTSDescrintionEnergy
    
    $
    9,164,371
    
    
    
    0.24
    %Metals
    
    $
    3,590,807
    
    
    
    0.09
    %Stock indices
    
    $
    12,447,403
    
    
    
    0.33
    %Short-term interest rates
    
    $
    5,705,646
    
    
    
    0.15
    %Long-term interest rates
    
    $
    3,926,133
    
    
    
    0.10
    %Total long futures contracts
    
    $
    34,834,360
    
    
    
    0.91
    %
 SHORT FUTURES CONTRACTS
 DescriptionEnergy
    
    $
    (6,965,096
    )
    
    
    (0.18
    )%Metals
    
    $
    977,188
    
    
    
    0.03
    %Stock indices
    
    $
    1,128,791
    
    
    
    0.03
    %Short-term interest rates
    
    $
    (4,858,209
    )
    
    
    (0.13
    )%Long-term interest rates
    
    $
    906,222
    
    
    
    0.02
    %Total short futures contracts
    
    $
    (8,811,104
    )
    
    
    (0.23
    )%Total futures contracts
    
    $
    26,023,256
    
    
    
    0.68
    %
 See Accompanying Notes to Financial Statements.
 -5-




---



##### 



% of NetValues ($)
    
    
    Asset ValueFORWARD CURRENCY CONTRACTSDescriptionVarious long forward currency contracts
    
    $
    (63,863,691
    )
    
    
    (1.68
    )%Various short forward currency contracts
    
    $
    (23,676,753
    )
    
    
    (0.62
    )%$
    (87,540,444
    )
    
    
    (2.30
    )%Total forward currency contractsPURCHASED OPTIONS ON FORWARD CURRENCY CONTRACTSDescriptionPurchased options on forward currency contracts
(premiums paid  $7,987,556)
    
    $
    5,400,578
    
    
    
    0.14
    %WRITTEN OPTIONS ON FORWARD CURRENCY CONTRACTSDescriptionWritten options on forward currency
contracts (premiums received  $4,485,004)
    
    $
    (2,090,429
    )
    
    
    (0.05
    )%
 
 *
    
    Pledged as collateral for the trading of futures, forward and option positions. See Accompanying Notes to Financial Statements.
 -6-




---



##### 



September 30,
    
    
    December 31,2008
    
    
    2007ASSETSEquity in broker trading accountsCash
    
    $
    853,377,908
    
    
    $
    274,531,263United States government securities
    
    
    1,549,934,013
    
    
    
    1,691,871,056Net unrealized gain (loss) on open futures contracts
    
    
    (6,096,531
    )
    
    
    26,023,256Total equity in broker trading accounts
    
    
    2,397,215,390
    
    
    
    1,992,425,575Cash and cash equivalents
    
    
    12,982,859
    
    
    
    241,657,307United States government securities
    
    
    439,769,944
    
    
    
    1,846,461,931Options purchased, at fair value
(premiums paid  $578,584 and $7,987,556, respectively)
    
    
    624,381
    
    
    
    5,400,578Net unrealized gain (loss) on open forward currency contracts
    
    
    (63,046,551
    )
    
    
    (87,540,444
    )Interest receivable
    
    
    846,119
    
    
    
    1,096,076Subscriptions receivable
    
    
    0
    
    
    
    84,113Other assets
    
    
    2,911
    
    
    
    0Total assets
    
    $
    2,788,395,053
    
    
    $
    3,999,585,136LIABILITIESAccounts payable
    
    $
    529,169
    
    
    $
    802,775Brokerage fee
    
    
    16,256,052
    
    
    
    23,262,515Options written, at fair value
(premiums received  $362,689 and $4,485,004, respectively)
    
    
    543,274
    
    
    
    2,090,429Accrued commissions and other trading fees on open contracts
    
    
    215,168
    
    
    
    692,664Offering costs payable
    
    
    355,638
    
    
    
    659,698Redemptions payable
    
    
    49,609,025
    
    
    
    168,685,490Total liabilities
    
    
    67,508,326
    
    
    
    196,193,571PARTNERS CAPITAL (Net Asset Value)General Partner - 12,987.982 and 19,227.982 units
outstanding at
September 30, 2008 and December 31, 2007
    
    
    34,937,282
    
    
    
    51,351,210Limited Partners - 998,504.340 and 1,404,914.962 units
outstanding at
September 30, 2008 and December 31, 2007
    
    
    2,685,949,445
    
    
    
    3,752,040,355Total partners capital (Net Asset Value)
    
    
    2,720,886,727
    
    
    
    3,803,391,565Total liabilities and partners capital (Net Asset Value)
    
    $
    2,788,395,053
    
    
    $
    3,999,585,136
 See Accompanying Notes to Financial Statements.
 -7-




---



##### 



Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007TRADING GAINS (LOSSES)Futures trading gains (losses)Realized
    
    $
    119,992,807
    
    
    $
    (444,955,091
    )
    
    $
    200,497,144
    
    
    $
    (21,109,698
    )Change in unrealized
    
    
    (113,558,756
    )
    
    
    (80,722,549
    )
    
    
    (32,119,788
    )
    
    
    (127,283,782
    )Brokerage commissions
    
    
    (1,063,015
    )
    
    
    (1,147,437
    )
    
    
    (3,116,295
    )
    
    
    (6,087,511
    )Net gain (loss) from futures trading
    
    
    5,371,036
    
    
    
    (526,825,077
    )
    
    
    165,261,061
    
    
    
    (154,480,991
    )Forward currency and options on forward
currency trading gains (losses)Realized
    
    
    (12,495,201
    )
    
    
    (241,169,013
    )
    
    
    (35,870,012
    )
    
    
    (260,784,392
    )Change in unrealized
    
    
    (77,910,424
    )
    
    
    (57,191,347
    )
    
    
    24,551,508
    
    
    
    (94,810,808
    )Brokerage commissions
    
    
    (92,603
    )
    
    
    (646,982
    )
    
    
    (360,086
    )
    
    
    (3,258,387
    )Net gain (loss) from forward currency
and options on forward currency trading
    
    
    (90,498,228
    )
    
    
    (299,007,342
    )
    
    
    (11,678,590
    )
    
    
    (358,853,587
    )Total net trading gain (loss)
    
    
    (85,127,192
    )
    
    
    (825,832,419
    )
    
    
    153,582,471
    
    
    
    (513,334,578
    )INTEREST INCOME NET OF EXPENSESIncomeInterest income
    
    
    11,759,779
    
    
    
    57,778,271
    
    
    
    52,037,243
    
    
    
    190,237,831ExpensesBrokerage fee
    
    
    50,532,819
    
    
    
    81,592,452
    
    
    
    170,103,319
    
    
    
    273,387,313Operating expenses
    
    
    409,370
    
    
    
    516,532
    
    
    
    1,328,039
    
    
    
    1,637,275Total expenses
    
    
    50,942,189
    
    
    
    82,108,984
    
    
    
    171,431,358
    
    
    
    275,024,588Interest income net of expenses
    
    
    (39,182,410
    )
    
    
    (24,330,713
    )
    
    
    (119,394,115
    )
    
    
    (84,786,757
    )NET INCOME (LOSS)
    
    $
    (124,309,602
    )
    
    $
    (850,163,132
    )
    
    $
    34,188,356
    
    
    $
    (598,121,335
    )NET INCOME (LOSS) PER GENERAL
AND LIMITED PARTNER UNIT
(based on weighted average number
of units outstanding during the period)
    
    $
    (118.24
    )
    
    $
    (514.62
    )
    
    $
    28.66
    
    
    $
    (346.46
    )INCREASE (DECREASE) IN NET ASSET VALUE PER GENERAL
AND LIMITED PARTNER UNIT
    
    $
    (119.34
    )
    
    $
    (509.13
    )
    
    $
    19.32
    
    
    $
    (358.24
    )
 See Accompanying Notes to Financial Statements.
 -8-




---



##### 



Nine Months EndedSeptember 30,2008
    
    
    2007Cash flows from (for) operating activitiesNet income (loss)
    
    $
    34,188,356
    
    
    $
    (598,121,335
    )Adjustments to reconcile net income (loss) to net cash from
(for) operating activitiesNet change in unrealized
    
    
    7,568,280
    
    
    
    222,094,590(Increase) decrease in restricted cash
    
    
    0
    
    
    
    64,472,902(Increase) decrease in option premiums paid
    
    
    7,408,972
    
    
    
    (1,115,050
    )Increase (decrease) in option premiums received
    
    
    (4,122,315
    )
    
    
    569,555(Increase) decrease in interest receivable
    
    
    249,957
    
    
    
    4,220,259(Increase) decrease in prepaid expenses
    
    
    0
    
    
    
    (3,750
    )(Increase) decrease in other assets
    
    
    (2,911
    )
    
    
    0Increase (decrease) in accounts payable and accrued expenses
    
    
    (7,757,565
    )
    
    
    (8,409,600
    )Net sales
and maturities (purchases) of investments in
United States government securities
    
    
    1,548,629,029
    
    
    
    (302,603,351
    )Net cash from (for) operating activities
    
    
    1,586,161,803
    
    
    
    (618,895,780
    )Cash flows from (for) financing activitiesAddition of units
    
    
    38,172,639
    
    
    
    60,989,106Redemption of units
    
    
    (1,270,024,605
    )
    
    
    (696,647,956
    )Offering costs paid
    
    
    (4,137,640
    )
    
    
    (4,703,055
    )Net cash from (for) financing activities
    
    
    (1,235,989,606
    )
    
    
    (640,361,905
    )Net increase (decrease) in cash and cash equivalents
    
    
    350,172,197
    
    
    
    (1,259,257,685
    )Cash and cash equivalentsBeginning of period
    
    
    516,188,570
    
    
    
    1,707,078,283End of period
    
    $
    866,360,767
    
    
    $
    447,820,598End of period cash and cash equivalents consists of:Cash in broker trading accounts
    
    $
    853,377,908
    
    
    $
    371,594,502Cash and cash equivalents
    
    
    12,982,859
    
    
    
    76,226,096Total end of period cash and cash equivalents
    
    $
    866,360,767
    
    
    $
    447,820,598
 See Accompanying Notes to Financial Statements.
 -9-




---



##### 



Partners CapitalGeneral Partner
    
    
    Limited Partners
    
    
    TotalUnits
    
    
    Amount
    
    
    Units
    
    
    Amount
    
    
    Units
    
    
    AmountNine Months Ended September
30, 2008Balances at December 31, 2007
    
    
    19,227.982
    
    
    $
    51,351,210
    
    
    
    1,404,914.962
    
    
    $
    3,752,040,355
    
    
    
    1,424,142.944
    
    
    $
    3,803,391,565Net income (loss) for the
nine months ended
September 30, 2008
    
    
    
    
    
    
    458,041
    
    
    
    
    
    
    
    33,730,315
    
    
    
    
    
    
    
    34,188,356Additions
    
    
    0.000
    
    
    
    0
    
    
    
    14,098.315
    
    
    
    38,088,526
    
    
    
    14,098.315
    
    
    
    38,088,526Redemptions
    
    
    (6,240.000
    )
    
    
    (16,825,973
    )
    
    
    (420,508.937
    )
    
    
    (1,134,122,167
    )
    
    
    (426,748.937
    )
    
    
    (1,150,948,140
    )Offering costs
    
    
    
    
    
    
    (45,996
    )
    
    
    
    
    
    
    (3,787,584
    )
    
    
    
    
    
    
    (3,833,580
    )Balances at September 30, 2008
    
    
    12,987.982
    
    
    $
    34,937,282
    
    
    
    998,504.340
    
    
    $
    2,685,949,445
    
    
    
    1,011,492.322
    
    
    $
    2,720,886,727Nine Months Ended
September 30, 2007Balances at December 31, 2006
    
    
    19.222.982
    
    
    $
    60,149,864
    
    
    
    1,787,882.705
    
    
    $
    5,594,390,302
    
    
    
    1,807,105.687
    
    
    $
    5,654,540,166Net income (loss) for the
nine months ended
September 30, 2007
    
    
    
    
    
    
    (6,835,012
    )
    
    
    
    
    
    
    (591,286,323
    )
    
    
    
    
    
    
    (598,121,335
    )Additions
    
    
    5.000
    
    
    
    13,617
    
    
    
    20,485.669
    
    
    
    60,975,489
    
    
    
    20,490.669
    
    
    
    60,989,106Redemptions
    
    
    0.000
    
    
    
    0
    
    
    
    (241,134.687
    )
    
    
    (716,993,030
    )
    
    
    (241,134.687
    )
    
    
    (716,993,030
    )Offering costs
    
    
    
    
    
    
    (51,192
    )
    
    
    
    
    
    
    (4,563,427
    )
    
    
    
    
    
    
    (4,614,619
    )Balances at September 30, 2007
    
    
    19,227.982
    
    
    $
    53,277,277
    
    
    
    1,567,233.687
    
    
    $
    4,342,523,011
    
    
    
    1,586,461.669
    
    
    $
    4,395,800,288
 Net Asset Value per General and Limited Partner UnitSeptember 30, 2008
    
    
    December 31,2007
    
    
    September 30, 2007
    
    
    December 31, 2006$
    2,689.97
    
    
    $
    2,670.65
    
    
    $
    2,770.82
    
    
    $
    3,129.06
 See Accompanying Notes to Financial Statements.
 -10-




---



##### 



Three Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007Per Unit Performance(for a unit outstanding throughout the entire period)Net asset value per unit at beginning of period
    
    $
    2,809.31
    
    
    $
    3,279.95
    
    
    $
    2,670.65
    
    
    $
    3,129.06Income (loss) from operations:Total net trading gains (losses) (1)
    
    
    (81.02
    )
    
    
    (493.62
    )
    
    
    122.63
    
    
    
    (306.46
    )Interest income net of expenses (1)
    
    
    (37.27
    )
    
    
    (14.73
    )
    
    
    (100.10
    )
    
    
    (49.11
    )Total net income (loss) from operations
    
    
    (118.29
    )
    
    
    (508.35
    )
    
    
    22.53
    
    
    
    (355.57
    )Offering costs (1)
    
    
    (1.05
    )
    
    
    (0.78
    )
    
    
    (3.21
    )
    
    
    (2.67
    )Net asset value per unit at end of period
    
    $
    2,689.97
    
    
    $
    2,770.82
    
    
    $
    2,689.97
    
    
    $
    2,770.82Total Return(3)
    
    
    (4.25
    )%
    
    
    (15.52
    )%
    
    
    0.72
    %
    
    
    (11.45
    )%Supplemental DataRatios to average net asset value:Expenses prior to performance fee (4)
    
    
    7.08
    %
    
    
    6.82
    %
    
    
    7.20
    %
    
    
    7.09
    %Performance fee (3)
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0.00
    %Total expenses
    
    
    7.08
    %
    
    
    6.82
    %
    
    
    7.20
    %
    
    
    7.09
    %Interest income net of expenses (2), (4), (5)
    
    
    (5.45
    )%
    
    
    (2.02
    )%
    
    
    (5.02
    )%
    
    
    (2.19
    )%
 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 and offering costs per unit are calculated by
dividing the interest income net of expenses and offering costs 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)
    
    Not annualized(4)
    
    Annualized(5)
    
    Interest income net of expenses are shown as a positive percentage when interest income
exceeds expenses excluding the performance fee for the period and a
negative number when expenses exceed interest income for the period. See Accompanying Notes to Financial Statements.
 -11-




---



##### 



Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 A.
    
    General Description of the FundCampbell Strategic Allocation Fund, L.P. (the Fund) is a Delaware limited partnership
which operates as a commodity investment pool. The Fund engages in the speculative
trading of futures contracts, forward currency contracts and options on forward currency
contracts.Effective June 14, 2008, units in the Fund were no longer offered for sale. For existing
investors in the Fund, business will continue to be conducted as usual. There will be no
change in trading, operations or monthly statements, etc. and redemptions will continue to
be offered on a monthly basis.B.
    
    RegulationAs a registrant with the Securities and Exchange Commission, the Fund is subject to the
regulatory requirements under the Securities Act of 1933 and the Securities Exchange Act of
1934. As a commodity investment pool, the Fund is subject to the regulations of the
Commodity Futures Trading Commission, an agency of the United States (U.S.) government which
regulates most aspects of the commodity futures industry; rules of the National Futures
Association, an industry self-regulatory organization; and the requirements of the various
commodity exchanges where the Fund executes transactions. Additionally, the Fund is subject
to the requirements of futures commission merchants (brokers) and interbank market makers
through which the Fund trades.C.
    
    Method of ReportingThe Fund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 Fund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 Fund writes an option, an amount equal to the premium received by the Fund 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.
 -12-




---



##### 



The Fund 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 Fund 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 Funds exchange-traded futures contracts fall into this category.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 Fund 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 nine-month period ended September 30,
2008, the Fund did not have any Level 3 assets or liabilities.The following table sets forth by level within the fair value hierarchy the Funds
investments accounted for at fair value on a reoccurring basis as of September 30, 2008.
 Fair Value at September 30, 2008Description
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalInvestmentsU.S. Treasury Bills
    
    $
    0
    
    
    $
    1,989,703,957
    
    
    $
    0
    
    
    $
    1,989,703,957Other Financial InstrumentsExchange-traded futures contracts
    
    
    (6,096,531
    )
    
    
    0
    
    
    
    0
    
    
    
    (6,096,531
    )Forward currency contracts
    
    
    0
    
    
    
    (63,046,551
    )
    
    
    0
    
    
    
    (63,046,551
    )Options purchased
    
    
    0
    
    
    
    624,381
    
    
    
    0
    
    
    
    624,381Options written
    
    
    0
    
    
    
    (543,274
    )
    
    
    0
    
    
    
    (543,274
    )Total
    
    $
    (6,096,531
    )
    
    $
    1,926,738,513
    
    
    $
    0
    
    
    $
    1,920,641,982
 D.
    
    Cash and Cash EquivalentsCash and cash equivalents includes cash and short-term investments in fixed income
securities held at financial institutions.
 -13-




---



##### 



E.
    
    Income TaxesThe Fund prepares calendar year U.S. and applicable state information tax returns and reports
to the partners their allocable shares of the Funds income, expenses and trading gains or
losses. No provision for income taxes has been made in the accompanying financial statements
as each partner is individually responsible for reporting income or loss based on such
partners respective share of the Fund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 Fund, and has determined that FIN 48 does not have
a material impact on the Funds financial statements. The Fund files federal and state tax
returns. The 2004 through 2007 tax years generally remain subject to examination by the U.S.
federal and most state tax authorities.F.
    
    Offering CostsCampbell & Company, Inc. (Campbell & Company) has incurred all costs in connection with the
initial and continuous offering of units of the Fund (offering costs). In addition, Campbell
& Company continues to compensate wholesalers for services rendered to Limited Partners. The
Funds liability for offering costs is limited to the maximum of total offering costs
incurred by Campbell & Company or 2.5% of the aggregate subscriptions accepted during the
initial and continuous offerings. The Fund is only liable for payment of offering costs on a
monthly basis as calculated based on the limitations stated above. At September 30, 2008, and
December 31, 2007, the Fund reflects a liability in the statement of financial condition for
offering costs payable to Campbell & Company of $355,638 and $659,698, respectively. The
amount of monthly reimbursement due to Campbell & Company is charged directly to partners
capital.If the Fund terminates prior to completion of payment of the calculated amounts to Campbell &
Company, Campbell & Company will not be entitled to any additional payments, and the Fund
will have no further obligation to Campbell & Company. At September 30, 2008 and December 31,
2007, the amount of unreimbursed offering costs incurred by Campbell & Company is $536,650
and $1,164,118, respectively.G.
    
    Foreign Currency TransactionsThe Funds functional currency is the U.S. dollar; however, it transacts business in
currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other
than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of
the statement of financial condition. Income and expense items denominated in currencies
other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the
period. Gains and losses resulting from the translation to U.S. dollars are reported in
income.H.
    
    Recently Issued Accounting PronouncementsIn 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
Funds financial statement disclosures, if any, is currently being assessed.
 -14-




---



##### 



Note 2. GENERAL PARTNER AND COMMODITY TRADING ADVISOR
 The general partner of the Fund is Campbell & Company, which conducts and manages the
business of the Fund. Campbell & Company is also the commodity trading advisor of the Fund.
The Amended Agreement of Limited Partnership provides that Campbell & Company may make
withdrawals of its units, provided that such withdrawals do not reduce Campbell & Companys
aggregate percentage interest in the Fund to less than 1% of the net aggregate
contributions.Campbell & Company is required by the Amended Agreement of Limited Partnership to maintain a
net worth equal to at least 5% of the capital contributed by all the limited partnerships
for which it acts as general partner, including the Fund. The minimum net worth shall in no
case be less than $50,000 nor shall net worth in excess of $1,000,000 be required.The Fund pays a monthly brokerage fee equal to 1/12 of 7% (7% annualized) of month-end net
assets to Campbell & Company and approximately $6 per round turn to the broker for execution
and clearing costs. From the 7% fee, a portion (4%) is used to compensate selling agents for
ongoing services rendered and a portion (3%) is retained by Campbell & Company for trading
and management services rendered. The amount paid to the broker and interbank market makers
for execution and clearing costs is limited to 1/12 of 1% (1% annualized) of month-end net
assets.Campbell & Company is also paid a quarterly performance fee of 20% of the Funds
aggregate cumulative appreciation in the Net Asset Value per unit, exclusive of
appreciation attributable to interest income.
 Note 3. DEPOSITS WITH BROKERS
 The Fund deposits assets with brokers 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 brokers. The Fund earns interest
income on its assets deposited with the brokers.
 Note 4. OPERATING EXPENSES
 Operating expenses of the Fund are limited by the Amended Agreement of Limited Partnership
to 0.5% per year of the average month-end Net Asset Value of the Fund. Actual operating
expenses were less than 0.5% (annualized) of average month-end Net Asset Value for the three
months and nine months ended September 30, 2008, and 2007.
 Note 5. SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS
 Investments in the Fund are made by subscription agreement, subject to acceptance by
Campbell & Company.The Fund is not required to make distributions, but may do so at the sole discretion of
Campbell & Company. A limited partner may request and receive redemption of units owned,
subject to restrictions in the Amended Agreement of Limited Partnership. Redemption fees,
which are paid to Campbell & Company, apply through the first twelve month-ends following
purchase as follows: 4% of Net Asset Value per unit redeemed through the third month-end, 3%
of Net Asset Value per unit redeemed through the sixth month-end, 2% of Net Asset Value per
unit redeemed through the ninth month-end and 1% of Net Asset Value per unit redeemed
through the twelfth month end. After the twelfth month-end following purchase of a unit, no
redemption fees apply. For the nine months ended September 30, 2008 and 2007, Campbell &
Company received redemption fees of $184,858 and $103,480 respectively.
 -15-




---



##### 



Note 6. TRADING ACTIVITIES AND RELATED RISKS
 The Fund engages in the speculative trading of U.S. and foreign futures contracts, forward
currency contracts and options on forward currency contracts (collectively, derivatives).
The Fund is exposed to both market risk, the risk arising from changes in the market value
of the contracts, and credit risk, the risk of failure by another party to perform according
to the terms of a contract.Purchase and sale of futures contracts requires margin deposits with the broker. Additional
deposits may be necessary for any loss on contract value. The Commodity Exchange Act
requires a broker to segregate all customer transactions and assets from such brokers
proprietary activities. A customers cash and other property (for example, U.S. Treasury
bills) deposited with a broker are considered commingled with all other customer funds
subject to the brokers segregation requirements. In the event of a brokers insolvency,
recovery may be limited to a pro rata share of segregated Funds available. It is possible
that the recovered amount could be less than total cash and other property deposited.The amount of required margin and good faith deposits with the broker and interbank market
makers usually range from 10% to 30% of Net Asset Value. The market value of securities held
to satisfy such requirements at September 30, 2008 and December 31, 2007 was $1,989,703,957
and $3,538,332,987, respectively, which equals 73% and 93% of Net Asset Value, respectively.
The cash deposited with interbank market makers at September 30, 2008 and December 31, 2007
was $12,835,093 and $234,111,805, respectively, which equals 0% and 6% of Net Asset Value,
respectively. These amounts are included in cash and cash equivalents. There was no
restricted cash at September 30, 2008 or December 31, 2007.The Fund 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 Fund has a substantial portion of its assets on deposit with financial institutions. In
the event of a financial institutions insolvency, recovery of Fund assets on deposit may be
limited to account insurance or other protection afforded such deposits.For derivatives, risks arise from changes in the market value of the contracts.
Theoretically, the Fund is exposed to a market risk equal to the notional contract value of
futures and forward currency contracts purchased and unlimited liability on such contracts
sold short. As both a buyer and seller of options, the Fund 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 Fund to potentially unlimited liability,
and purchased options expose the Fund 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 andOptions on ForwardFutures Contracts
    
    
    Currency Contracts(exchange traded )
    
    
    (non-exchange traded)September 30, 2008
    
    
    December 31,2007
    
    
    September 30, 2008
    
    
    December 31,2007Gross unrealized gains
    
    $
    43,905,259
    
    
    $
    58,463,410
    
    
    $
    54,318,279
    
    
    $
    76,353,401Gross unrealized losses
    
    
    (50,001,790
    )
    
    
    (32,440,154
    )
    
    
    (117,499,618
    )
    
    
    (164,086,248
    )Net unrealized gain (loss)
    
    $
    (6,096,531
    )
    
    $
    (26,023,256
    )
    
    $
    (63,181,339
    )
    
    $
    (87,732,847
    )
 -16-




---



##### 



Open contracts generally mature within three months; as of September 30, 2008, the latest
maturity date for open futures contracts is June 2009, the latest maturity date for open
forward currency contracts is December 2008, and the latest expiry date for options on
forward currency contracts is October 2008. However, the Fund 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 margin-to-equity ratio
that rarely exceeds 30%. Campbell & Company seeks to minimize credit risk primarily by
depositing and maintaining the Funds assets at financial institutions and brokers which
Campbell & Company believes to be creditworthy. The limited partners bear the risk of loss
only to the extent of the market value of their respective investments and, in certain
specific circumstances, distributions and redemptions received.
 Note 7. INDEMNIFICATIONS
 In the normal course of business, the Fund enters into contracts and agreements that contain
a variety of representations and warranties which provide general indemnifications. The
Funds maximum exposure under these arrangements is unknown, as this would involve future
claims that may be made against the Fund that have not yet occurred. The Fund expects the
risk of any future obligation under these indemnifications to be remote.
 Note 8. INTERIM FINANCIAL STATEMENTS
 The statement of financial condition, including the condensed schedule of investments, as of
September 30, 2008, the statements of operations and financial highlights for the three
months and nine months ended September 30, 2008 and 2007, and the statements of cash flows
and changes in partners capital (Net Asset Value) for the nine months ended September 30,
2008 and 2007 are unaudited. In the opinion of management, such financial statements reflect
all adjustments, which were of a normal and recurring nature, necessary for a fair
presentation of financial position as of September 30, 2008, and the results of operations
and financial highlights for the three months and nine months ended September 30, 2008 and
2007, and cash flows and changes in partners capital for the nine months ended September
30, 2008 and 2007.
 -17-




---



##### 



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
           - 18 -




---



##### 



i.e.
     2008
  - 19 -




---



##### 



Sector
    
    % Gain (Loss)Stock Indices
    
    
    7.67
    %Commodities
    
    
    1.06Currencies
    
    
    (0.67
    )Interest Rates
    
    
    (3.35
    )4.71
    %
    - 20 -




---



##### 



- 21 -




---



##### 



2007
  Sector
    
    % Gain (Loss)Interest Rates
    
    
    (0.01
    )%Stock Indices
    
    
    (0.52
    )Metals
    
    
    (0.86
    )Energy
    
    
    (1.49
    )Currencies
    
    
    (6.66
    )(9.54
    )%
  - 22 -




---



##### 



- 23 -




---



##### 



Off-Balance Sheet Risk
    Disclosures About Certain Trading Activities that Include Non-Exchange Traded Contracts
Accounted for at Fair Value
  - 24 -




---



##### 



Item 3. Quantitative and Qualitative Disclosures About Market Risk
 Introduction
 Past Results Not Necessarily Indicative of Future Performance
    Standard of Materiality
  Quantifying the Funds Trading Value at Risk
 Quantitative Forward-Looking Statements
 The following quantitative disclosures regarding the Funds market risk exposures contain
forward-looking statements within the meaning of the safe harbor from civil liability
provided for such statements by the Private Securities Litigation Reform Act of 1995 (set
forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934). All quantitative disclosures in this section are deemed to be forward-looking
statements for purposes of the safe harbor, except for statements of historical fact (such as
the dollar amount of maintenance margin required for market risk sensitive instruments held at
the end of the reporting period).
  - 25 -




---



##### 



The Funds Trading Value at Risk in Different Market Sectors
  - 26 -




---



##### 



September 30, 2008TradingMarket Sector
    
    Value at Risk*
    
    Gain/(Loss)**Currencies
    
    
    1.18
    %
    
    
    (0.67
    )%Stock Indices
    
    
    1.01
    %
    
    
    7.67
    %Interest Rates
    
    
    0.81
    %
    
    
    (3.35
    )%Commodities
    
    
    0.22
    %
    
    
    1.06
    %Aggregate/Total
    
    
    1.66
    %
    
    
    4.71
    %
 
 *
    
    - 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 Fund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 nine months ended September 30, 2008, approximately 4.71% was due
to trading gains (before commissions) and approximately 1.64% was due to interest income,
offset by approximately 5.63% due to brokerage fees, operating expenses and offering costs
borne by the Fund, giving a net return of 0.72%. December 31, 2007TradingMarket Sector
    
    Value at Risk*
    
    Gain/(Loss)**Currencies
    
    
    1.48
    %
    
    
    (7.62
    )%Stock Indices
    
    
    0.51
    %
    
    
    (2.61
    )%Interest Rates
    
    
    0.42
    %
    
    
    0.80
    %Commodities
    
    
    0.22
    %
    
    
    (2.46
    )%Aggregate/Total
    
    
    1.72
    %
    
    
    (11.89
    )%
 
 *
    
    - 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 Fund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, approximately 11.89% was due to
trading losses (before commissions) and approximately 7.46% due to brokerage fees, operating
costs and offering costs borne by the Fund offset by approximately 4.70% due to interest
income giving a net return of (14.65)%. Material Limitations of Value at Risk as an Assessment of Market Risk
  1)
    
    Past changes in market risk factors will not always result in accurate predictions of
the distributions and correlations of future market movements;2)
    
    Changes in portfolio value caused by market movements may differ from those of the VaR
model;3)
    
    VaR results reflect past trading positions while future risk depends on future
positions;4)
    
    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; and5)
    
    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.
 - 27 -




---



##### 



Non-Trading Risk
  Qualitative Disclosures Regarding Primary Trading Risk Exposures
 The following qualitative disclosures regarding the Funds market risk exposures  except
for (i) those disclosures that are statements of historical fact and (ii) the descriptions of
how the Fund manages its primary market risk exposures  constitute forward-looking statements
within the meaning of Section 27A of the Securities Act and Section 21E of the Securities
Exchange Act. The Funds primary market risk exposures as well as the strategies used and to
be used by Campbell & Company for managing such exposures are subject to numerous
uncertainties, contingencies and risks, any one of which could cause the actual results of the
Funds risk controls to differ materially from the objectives of such strategies. Government
interventions, defaults and expropriations, illiquid markets, the emergence of dominant
fundamental factors, political upheavals, changes in historical price relationships, an influx
of new market participants, increased regulation and many other factors could result in
material losses as well as in material changes to the risk exposures and the risk management
strategies of the Fund. There can be no assurance that the Funds current market exposure
and/or risk management strategies will not change materially or that any such strategies will
be effective in either the short- or long-term. Investors must be prepared to lose all or
substantially all of their investment in the Fund.
  Currencies
 i.e.,
 Interest Rates
  - 28 -




---



##### 



Stock Indices
  Energy
  Metals
  Qualitative Disclosures Regarding Non-Trading Risk Exposure
  Foreign Currency Balances
  Treasury Bill Positions
  - 29 -




---



##### 



Qualitative Disclosures Regarding Means of Managing Risk Exposure
   General
  
 Item 4T. Controls and Procedures
  - 30 -




---



##### 



PART II-OTHER INFORMATION
 Item 1. Legal Proceedings.
  Item 2. Changes in Securities and Use of Proceeds
  Item 3. Defaults Upon Senior Securities
  Item 4. Submissions of Matters to a vote of Security Holders.
  Item 5. Other Information
  
 Item 6. Exhibits and Reports on Form 8-K.
  ExhibitNumber
    
    Description of Document31.01
    
    Certification of Theresa D. Becks, Chief Executive Officer,
pursuant to Rules 13a-14 and 15d-14 of the Securities Exchange Act of 1934.31.02
    
    Certification of Gregory T. Donovan, Chief Financial Officer,
pursuant to Rules 13a-14 and 15d-14 of the Securities 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 of Form 8-KNone.
 - 31 -




---



##### 



SIGNATURES
  
 By:
    Campbell & Company, Inc.General PartnerBy:
    /s/  Theresa D. BecksTheresa D. BecksChief Executive Officer - 32 -




---



##### 



EXHIBIT INDEX
 Exhibit Number
    
    Description of Document
    
    Page Number31.01
    
    Certification by Chief Executive Officer
    
    E 231.02
    
    Certification by Chief Financial Officer
    
    E 332.01
    
    Certification by Chief Executive Officer
    
    E 432.02
    
    Certification by Chief Financial Officer
    
    E 5
 -E 1-