SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
  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
 OR
 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
  DELAWARE
    
    94-6260018(State or other jurisdiction of 
incorporation or organization)
    
    (IRS Employer Identification Number)
 2850 Quarry Lake Drive, Baltimore, Maryland 21209
 (410) 413-2600
 None
  Units of Beneficial Interest
 o þ
 o þ
 þ o
 þ
  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
  5.




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TABLE OF CONTENTS
 PagePART IITEM 1.
    
    BUSINESS
    
    
    1-5ITEM 1A.
    
    RISK FACTORS
    
    
    5-13ITEM 1B.
    
    UNRESOLVED STAFF COMMENTS
    
    
    13ITEM 2.
    
    PROPERTIES
    
    
    13ITEM 3.
    
    LEGAL PROCEEDINGS
    
    
    13ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    13PART IIITEM 5.
    
    MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
    
    
    13ITEM 6.
    
    SELECTED FINANCIAL DATA
    
    
    14-15ITEM 7.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
    
    
    15-22ITEM 7A.
    
    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    22-28ITEM 8.
    
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    28ITEM 9.
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
    
    
    28ITEM 9A.
    
    CONTROLS AND PROCEDURES
    
    
    28ITEM 9A(T)
    
    CONTROLS AND PROCEDURES
    
    
    28-29ITEM 9B.
    
    OTHER INFORMATION
    
    
    29PART IIIITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    29-33ITEM 11.
    
    EXECUTIVE COMPENSATION
    
    
    34ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
    
    
    34ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    
    34ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
    
    
    34PART IVITEM 15.
    
    EXHIBITS, FINANCIAL STATEMENT SCHEDULES
    
    
    35SIGNATURESCERTIFICATIONS




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##### 



PART I
 Item 1. Business
 General development of business
       Financial information about segments
  Narrative description of business
 General
 1




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Use of Proceeds and Cash Management Income
 Subscription Proceeds and Available Assets.
 i.e.
    Market Sectors.
  2




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Market Types .
   Charges
  RECIPIENT
    
    NATURE OF PAYMENT
    
    AMOUNT OF PAYMENTCampbell &
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
13th 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.
 3




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##### 



RECIPIENT
    
    NATURE OF PAYMENT
    
    AMOUNT OF PAYMENTSelling 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
  4




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##### 



http://www.sec.gov
 Item 1A. Risk Factors
 Market Risks
 You Could Possibly Lose Your Total Investment in the Trust
  The Trust is Highly Leveraged
  Your Investment Could be Illiquid
   5




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Forward and Option Transactions are Over-the-Counter, are Not Regulated and are Subject to Credit
Risk
   Options on Futures and Over-the-Counter Contracts are Speculative and Highly Leveraged
  An Investment in the Trust May Not Diversify an Overall Portfolio
  6




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The Current Markets are Subject to Market Disruptions; Governmental Intervention
  Trading Risks
 Campbell & Company Analyzes Primarily Technical Market Data
   Increased Competition from Other Trend-Following Traders Could Reduce Campbell & Companys
Profitability
  7




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Speculative Position Limits May Alter Trading Decisions for the Trust
  Increase in Assets Under Management May Make Profitable Trading More Difficult
  Investors Will Not be Able to Review the Trusts Holdings on a Daily Basis
  Tax Risks
 Investors are Taxed Based on Their Share of Trust Income and Gain
   8




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Tax Could be Due from Investors on Their Share of the Trusts Ordinary Income Despite Overall Losses
  There Could be a Limit on the Deductibility of Management and Performance Fees
  Other Risks
 Fees and Commissions are Charged Regardless of Profitability and are Subject to Change
  The Futures Broker Could Fail
 pro rata
 Investors Must Not Rely on the Past Performance of Either Campbell & Company or the Trust in Deciding Whether to Buy Units
  9




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Parties to the Trust Have Conflicts of Interest
    There are No Independent Experts Representing Investors
  The Trust Places Significant Reliance on Campbell & Company
  The Trust Could Terminate Before Expiration of its Stated Term
  The Trust is Not a Regulated Investment Company
  10




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Proposed Regulatory Change is Impossible to Predict
  Forwards, Options, Swaps, Hybrids and Other Derivatives are Not Subject to CFTC Regulation
  The Trust is Subject to Foreign Market Credit and Regulatory Risk
  The Trust is Subject to Foreign Exchange Risk
  Transfers Could be Restricted
  11




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Restrictions on Investment by ERISA Plans, Employee Retirement Income Security Act of 1974
   A Single-Advisor Fund May be More Volatile Than a Multi-Advisor Fund
  The Performance Fee Could be an Incentive to Make Riskier Investments
  The Trust May Distribute Profits to Unitholders at Inopportune Times
  Potential Inability to Trade or Report Due to Systems Failure
  12




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Potential Disruption or Inability to Trade Due to a Failure to Receive Timely and Accurate Market Data from Third Party Vendors
  Item 1B.
    
    Unresolved Staff Comments
  Item 2.
    
    Properties
  Item 3.
    
    Legal Proceedings
  Item 4.
    
    Submission of Matters to a Vote of Security Holders
  PART II
 Item 5.
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    13




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Item 6. Selected Financial Data
 Dollars in thousands, except per Unit amounts
 For the Year Ended December 31,2008
    
    2007
    
    2006
    
    2005
    
    2004Total Assets
    
    $
    533,225
    
    
    $
    832,931
    
    
    $
    1,179,711
    
    
    $
    1,005,256
    
    
    $
    695,256Total Unitholders Capital
    
    
    501,507
    
    
    
    774,739
    
    
    
    1,153,999
    
    
    
    934,698
    
    
    
    648,451Total Net Trading Gain (Loss)
(includes brokerage commissions)
    
    
    25,343
    
    
    
    (136,663
    )
    
    
    64,620
    
    
    
    106,673
    
    
    
    64,059Net Income (Loss)
    
    
    10,211
    
    
    
    (135,306
    )
    
    
    63,249
    
    
    
    92,986
    
    
    
    34,749Net Income (Loss) Per Managing
Operator and Other
Unitholder Unit *Series A**
    
    
    (32.19
    )
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aSeries B
    
    
    41.60
    
    
    
    (360.46
    )
    
    
    153.91
    
    
    
    295.68
    
    
    
    154.59Increase (Decrease) in Net Asset
Value per Managing Operator
and Other Unitholder UnitSeries A**
    
    
    (35.35
    )
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/a
    
    
    
    n/aSeries B
    
    
    31.11
    
    
    
    (370.14
    )
    
    
    168.95
    
    
    
    288.33
    
    
    
    187.69
  1st Qtr.
    
    2nd Qtr.
    
    3rd Qtr.
    
    4th Qtr.2008
    
    2008
    
    2008
    
    2008Total 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
UnitSeries 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 PeriodSeries A**
    
    
    n/a
    
    
    
    n/a
    
    
    
    2,560.37
    
    
    
    2,525.02Series B
    
    
    2,527.90
    
    
    
    2,655.63
    
    
    
    2,560.37
    
    
    
    2,528.05
 14




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##### 



1st Qtr.
    
    2nd Qtr.
    
    3rd Qtr.
    
    4th Qtr.2007
    
    2007
    
    2007
    
    2007Total 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
UnitSeries B
    
    
    (174.87
    )
    
    
    329.71
    
    
    
    (453.71
    )
    
    
    (71.27
    )Net Asset Value per
Managing Operator and
Other Unitholder Unit
at the End of the PeriodSeries 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
   Critical Accounting Policies
   15




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Capital Resources
  Liquidity
  i.e.
   Results of Operations
  16




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2008
    Sector
    
    % Gain (Loss)Stock Indices
    
    
    8.68
    %Commodities
    
    
    0.43Currencies
    
    
    (0.60
    )Interest Rates
    
    
    (4.69
    )3.82
    %
      17




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18




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2007
  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
    )%
    19




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2006
  Sector
    
    % Gain (Loss)Stock Indices
    
    
    6.80
    %Interest Rates
    
    
    2.90Metals
    
    
    1.89Currencies
    
    
    1.80Agricultural
    
    
    (0.14
    )Energy
    
    
    (6.64
    )6.61
    %
  20




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Off-Balance Sheet Risk
  21




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Disclosures About Certain Trading Activities that Include Non-Exchange Traded Contracts
Accounted for at Fair Value
  Item 7A. Quantitative and Qualitative Disclosures About Market Risk
 Introduction
 Past Results Not Necessarily Indicative of Future Performance
   22




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Standard of Materiality
  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).
      23




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The Trusts Trading Value at Risk in Different Market Sectors
  December 31, 2008Market 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, 2007TradingMarket 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
    )%
 24




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*
    
    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, 2006TradingMarket 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
  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; and
 5)
    
    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.
  25




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Non-Trading Risk
  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.
  Currencies
 i.e.,
 Interest Rates
  Stock Indices
  26




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Energy
  Metals
  Agricultural
  Qualitative Disclosures Regarding Non-Trading Risk Exposure
  Foreign Currency Balances
  Treasury Bill Positions
  Qualitative Disclosures Regarding Means of Managing Risk Exposure
  27




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General
  Item 8. Financial Statements and Supplementary Data
  Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
  Item 9A. Controls and Procedures
  Item 9A (T). Controls and Procedures
 Managements Annual Report on Internal Control over Financial Reporting
  28




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
    
    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.
    Item 9B. Other Information
  PART III
 Item 10. Directors, Executive Officers and Corporate Governance
   29




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30




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31




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##### 



The Handbook of Financial Futures
   Audit Committee Financial Expert
  32




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##### 



Code of Ethics
  33




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##### 



Item 11. Executive Compensation
  th
 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
  Item 14. Principal Accounting Fees and Services
  (a)
    
    Audit FeesThe 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 FeesNone.(c)
    
    Tax FeesNone.(d)
    
    All Other FeesNone.(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.
 34




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##### 



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 Document1.01
    
    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-KNone.
 35




---



##### 



SIGNATURES
  THE CAMPBELL FUND TRUSTBy:
    CAMPBELL & COMPANY, INC. Managing OperatorBy:
    /s/ Theresa D. BecksTheresa D. BecksChief Executive Officer  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
 36




---



##### 



THE CAMPBELL FUND TRUST
 ANNUAL REPORT
  37




---



##### 



THE CAMPBELL FUND TRUST
 INDEX
 PAGESReports of Independent Registered Public Accounting FirmDeloitte & Touche LLP
    
    
    39Financial StatementsCondensed Schedules of Investments
December 31, 2008 and 2007
    
    
    41-43Statements of Financial Condition
December 31, 2008 and 2007
    
    
    44Statements of Operations For the Years
Ended December 31, 2008, 2007 and 2006
    
    
    45Statements of Cash Flows For the Years
Ended December 31, 2008, 2007 and 2006
    
    
    46Statements of Changes in Unitholders Capital (Net Asset Value) 
For the Years Ended December 31, 2008, 2007 and 2006
    
    
    47-48Financial Highlights 
For the Years Ended December 31, 2008, 2007 and 2006
    
    
    49-50Notes to Financial Statements
    
    
    51-55
 38




---



##### 



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     
 
 39




---



##### 



The Campbell Fund Trust
 Condensed Schedule of Investments
 December
 % of NetValues ($)
    
    
    Asset ValueUNITED STATES GOVERNMENT SECURITIES*
 Maturity
    
    
    MaturityFace Value
    
    
    Date
    
    
    Description$
    25,000,000
    
    
    
    01/22/2009
    
    
    U.S. Treasury Bills
    
    $
    25,000,000
    
    
    
    4.99
    %Total United
States government securities
(cost, including accrued
interest,  $25,000,000)
    
    $
    25,000,000
    
    
    
    4.99
    %
 LONG FUTURES CONTRACTS
 DescriptionMetals
    
    $
    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
    %
 SHORT FUTURES CONTRACTS
 DescriptionAgricultural
    
    $
    (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
    )%
 See Accompanying Notes to Financial Statements.
 40




---



##### 



The Campbell Fund Trust
 Condensed Schedule of Investments
 December
 % of NetValues ($)
    
    
    Asset ValueFORWARD CURRENCY CONTRACTS
 DescriptionVarious 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
    %
 PURCHASED OPTIONS ON FORWARD CURRENCY CONTRACTS
 DescriptionPurchased options on forward currency
contracts (premiums paid  $202,448)
    
    $
    109,058
    
    
    
    0.02
    %
 WRITTEN OPTIONS ON FORWARD CURRENCY CONTRACTS
 DescriptionWritten options on forward currency
contracts (premiums received  $739,584)
    
    $
    (665,741
    )
    
    
    (0.13
    )%
 
 *
    
    Pledged as collateral for the trading of futures, forward and option positions. See Accompanying Notes to Financial Statements.
 41




---



##### 



The Campbell Fund Trust
 Condensed Schedule of Investments
 December
 % of NetValues ($)
    
    
    Asset ValueUNITED STATES GOVERNMENT SECURITIES*
 Maturity
    
    
    MaturityFace 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
 DescriptionAgricultural
    
    $
    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
 DescriptionAgricultural
    
    $
    (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.
 42




---



##### 



The Campbell Fund Trust
 Condensed Schedule of Investments
 December
 % of NetValues ($)
    
    
    Asset ValueFORWARD CURRENCY CONTRACTS
 DescriptionVarious 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
    )%
 PURCHASED OPTIONS ON FORWARD CURRENCY CONTRACTS
 DescriptionPurchased options on forward currency
contracts (premiums paid  $1,639,099)
    
    $
    1,111,729
    
    
    
    0.14
    %
 WRITTEN OPTIONS ON FORWARD CURRENCY CONTRACTS
 DescriptionWritten options on forward currency
contracts (premiums received  $920,640)
    
    $
    (429,067
    )
    
    
    (0.06
    )%
 
 *
    
    Pledged as collateral for the trading of futures, forward and option positions. See Accompanying Notes to Financial Statements.
 43




---



##### 



The Campbell Fund Trust  Statements of Financial Condition  December
 2008
    
    
    2007ASSETSEquity in broker trading accountsCash
    
    $
    488,681,500
    
    
    $
    31,596,452Restricted cash
    
    
    14,578,416
    
    
    
    0United States government securities
    
    
    0
    
    
    
    468,028,947Net unrealized gain (loss) on open futures contracts
    
    
    (22,719
    )
    
    
    4,629,519Total equity in broker trading accounts
    
    
    503,237,197
    
    
    
    504,254,918Cash and cash equivalents
    
    
    15,195
    
    
    
    42,940,668United States government securities
    
    
    25,000,000
    
    
    
    298,709,792Options purchased, at fair value
(premiums paid  $202,448 and $1,639,099, respectively)
    
    
    109,058
    
    
    
    1,111,729Net unrealized gain (loss) on open forward
currency contracts
    
    
    2,694,810
    
    
    
    (14,222,779
    )Interest receivable
    
    
    5,337
    
    
    
    97,231Subscriptions receivable
    
    
    2,163,382
    
    
    
    39,248Other assets
    
    
    0
    
    
    
    648Total assets
    
    $
    533,224,979
    
    
    $
    832,931,455LIABILITIESCash deficit at forwards broker
    
    $
    67,540
    
    
    $
    0Accounts payable
    
    
    117,146
    
    
    
    100,748Management fee
    
    
    1,767,267
    
    
    
    2,772,355Options written, at fair value
(premiums received  $739,584 and $920,640, respectively)
    
    
    665,741
    
    
    
    429,067Accrued commissions and other trading fees
on open contracts
    
    
    30,509
    
    
    
    76,863Offering costs payable
    
    
    619
    
    
    
    0Redemptions payable
    
    
    29,369,592
    
    
    
    54,813,646Total liabilities
    
    
    32,018,414
    
    
    
    58,192,679UNITHOLDERS CAPITAL (Net Asset Value)Series A UnitsOther Unitholders  1,052.200 and 0.000 units outstanding at
December 31, 2008 and December 31, 2007
    
    
    2,656,823
    
    
    
    0Series B UnitsManaging Operator  20.360 units outstanding at
December 31, 2008 and December 31, 2007
    
    
    51,471
    
    
    
    50,838Other Unitholders  197,186.512 and 310,254.708 units outstanding at
December 31, 2008 and December 31, 2007
    
    
    498,498,271
    
    
    
    774,687,938Total unitholders capital (Net Asset Value)
    
    
    501,206,565
    
    
    
    774,738,776Total liabilities and unitholders capital (Net Asset Value)
    
    $
    533,224,979
    
    
    $
    832,931,455
 See Accompanying Notes to Financial Statements.
 44




---



##### 



The Campbell Fund Trust  Statements of Operations  For the Years Ended December
 2008
    
    
    2007
    
    
    2006TRADING GAINS (LOSSES)Futures trading gains (losses)Realized
    
    $
    33,097,735
    
    
    $
    (25,846,706
    )
    
    $
    18,977,950Change in unrealized
    
    
    (4,652,238
    )
    
    
    (24,810,820
    )
    
    
    31,664,196Brokerage commissions
    
    
    (856,401
    )
    
    
    (1,781,328
    )
    
    
    (1,885,399
    )Net gain (loss) from futures trading
    
    
    27,589,096
    
    
    
    (52,438,854
    )
    
    
    48,756,747Forward 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
    )
    
    
    71,058,263Brokerage 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
    )
    
    
    15,863,410Total net trading gain (loss)
    
    
    25,342,572
    
    
    
    (136,662,775
    )
    
    
    64,620,157INTEREST INCOME NET OF EXPENSESIncomeInterest income
    
    
    10,467,453
    
    
    
    46,531,028
    
    
    
    51,891,355ExpensesManagement fee
    
    
    25,405,845
    
    
    
    41,054,959
    
    
    
    44,503,132Performance fee
    
    
    0
    
    
    
    3,914,242
    
    
    
    8,574,956Operating expenses
    
    
    193,586
    
    
    
    204,930
    
    
    
    184,685Total expenses
    
    
    25,599,431
    
    
    
    45,174,131
    
    
    
    53,262,773Interest income net of expenses
    
    
    (15,131,978
    )
    
    
    1,356,897
    
    
    
    (1,371,418
    )NET INCOME (LOSS)
    
    $
    10,210,594
    
    
    $
    (135,305,878
    )
    
    $
    63,248,739NET 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
    
    
    $
    0.00Series B
    
    $
    41.06
    
    
    $
    (360.46
    )
    
    $
    153.91INCREASE (DECREASE) IN NET ASSET VALUE PER
MANAGING OPERATOR AND OTHER UNITHOLDERS
UNIT(1)Series A
    
    $
    (35.35
    )
    
    $
    0.00
    
    
    $
    0.00Series 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.
 45




---



##### 



The Campbell Fund Trust  Statements of Cash Flows  For the Years Ended December
 2008
    
    
    2007
    
    
    2006Cash flows from (for) operating activitiesNet income (loss)
    
    $
    10,210,594
    
    
    $
    (135,305,878
    )
    
    $
    63,248,739Adjustments to reconcile net income (loss) to
net cash from (for) operating activitiesNet 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
    )
    
    
    0Increase (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 activitiesAddition of units
    
    
    9,404,485
    
    
    
    26,024,191
    
    
    
    200,977,020Increase (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
    
    
    
    0Net cash from (for) financing activities
    
    
    (311,310,374
    )
    
    
    (210,147,911
    )
    
    
    112,043,341Net increase (decrease) in cash and cash equivalents
    
    
    414,092,035
    
    
    
    (111,436,470
    )
    
    
    (100,393,481
    )Cash and cash equivalentsBeginning of year
    
    
    74,537,120
    
    
    
    185,973,590
    
    
    
    286,367,071End of year
    
    $
    488,629,155
    
    
    $
    74,537,120
    
    
    $
    185,973,590End of year cash and cash equivalents consists of:Cash in broker trading accounts
    
    $
    488,681,500
    
    
    $
    31,596,452
    
    
    $
    133,411,031Cash deficit at forwards broker
    
    
    (67,540
    )
    
    
    0
    
    
    
    0Cash and cash equivalents
    
    
    15,195
    
    
    
    42,940,668
    
    
    
    52,562,559Total end of year cash and cash equivalents
    
    $
    488,629,155
    
    
    $
    74,537,120
    
    
    $
    185,973,590
 See Accompanying Notes to Financial Statements.
 46




---



##### 



The Campbell Fund Trust  Statements of Changes in Unitholders Capital net Asset Value  For the Years Ended December
 Unitholders Capital  Series BManaging Operator
    
    
    Other Unitholders
    
    
    TotalUnits
    
    
    Amount
    
    
    Units
    
    
    Amount
    
    
    Units
    
    
    AmountBalances at
December 31, 2005
    
    
    20.360
    
    
    $
    54,934
    
    
    
    346,403.516
    
    
    $
    934,642,953
    
    
    
    346,423.876
    
    
    $
    934,697,887Net income (loss)
for the year ended
December 31, 2006
    
    
    
    
    
    
    3,440
    
    
    
    
    
    
    
    63,245,299
    
    
    
    
    
    
    
    63,248,739Additions
    
    
    0.000
    
    
    
    0
    
    
    
    95,487.905
    
    
    
    262,396,684
    
    
    
    95,487.905
    
    
    
    262,396,684Redemptions
    
    
    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
    
    
    
    1,153,998,798Net 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
    
    
    
    26,063,439Redemptions
    
    
    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
    
    
    
    774,738,776Net income (loss)
for the year ended
December 31, 2008
    
    
    
    
    
    
    633
    
    
    
    
    
    
    
    10,216,252
    
    
    
    
    
    
    
    10,216,885Additions
    
    
    0.000
    
    
    
    0
    
    
    
    3,499.136
    
    
    
    8,864,886
    
    
    
    3,499.136
    
    
    
    8,864,886Redemptions
    
    
    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 BDecember 31, 2008
    
    
    December 31, 2007
    
    
    December 31, 2006$
    2,528.05
    
    
    $
    2,496.94
    
    
    $
    2,867.08
 See Accompanying Notes to Financial Statements.
 47




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##### 



The Campbell Fund Trust  Statements of Changes in Unitholders Capital net Asset Value  For the Years Ended December
 Series A (1)Units
    
    
    AmountBalances at December 31, 2007
    
    
    0.000
    
    
    $
    0Net income (loss) for the
year ended December 31, 2008
    
    
    
    
    
    
    (6,291
    )Additions
    
    
    1,052.200
    
    
    
    2,663,733Offering 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
 
 (1)
    
    Series A Units commenced trading on October 1, 2008. See Accompanying Notes to Financial Statements.
 48




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##### 



The Campbell Fund Trust  Financial Highlights  For the Years Ended December
  Series A2008Per Unit Performance
(for a unit outstanding throughout the entire year)Net asset value per unit at beginning of year(5)
    
    $
    2,560.37Income (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
    
    $
    2,525.02Total Return
    
    
    (1.38
    )%Supplemental DataRatios 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.
 49




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##### 



The Campbell Fund Trust  Financial Highlights  For the Years Ended December
  Series B2008
    
    
    2007
    
    
    2006Per 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
    
    
    $
    2,698.13Income (loss) from operations:Total net trading gains (losses) (1)
    
    
    91.91
    
    
    
    (373.75
    )
    
    
    172.29Interest income net of expenses (1)
    
    
    (60.80
    )
    
    
    3.61
    
    
    
    (3.34
    )Total net income (loss) from operations
    
    
    31.11
    
    
    
    (370.14
    )
    
    
    168.95Net asset value per unit at end of year
    
    $
    2,528.05
    
    
    $
    2,496.94
    
    
    $
    2,867.08Total Return
    
    
    1.25
    %
    
    
    (12.91
    )%
    
    
    6.26
    %Supplemental DataRatios 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.
 50




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##### 



The Campbell Fund Trust  Notes to Financial Statements  December
 Note 1.
    
    ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIESA.
    
    General Description of the TrustThe 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.
    
    RegulationThe 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 ReportingThe 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.
 51




---



##### 



The Campbell Fund Trust  Notes to Financial Statements  December
 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, 2008Description
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalInvestmentsU.S. Treasury Bills
    
    $
    0
    
    
    $
    25,000,000
    
    
    $
    0
    
    
    $
    25,000,000Other Financial InstrumentsExchange-traded futures contracts
    
    
    (22,719
    )
    
    
    0
    
    
    
    0
    
    
    
    (22,719
    )Forward currency contracts
    
    
    0
    
    
    
    2,694,810
    
    
    
    0
    
    
    
    2,694,810Options purchased
    
    
    0
    
    
    
    109,058
    
    
    
    0
    
    
    
    109,058Options written
    
    
    0
    
    
    
    (665,741
    )
    
    
    0
    
    
    
    (665,741
    )Total
    
    $
    (22,719
    )
    
    $
    27,138,127
    
    
    $
    0
    
    
    $
    27,115,408
 D.
    
    Cash and Cash EquivalentsCash and cash equivalents includes cash and short-term investments in fixed income
securities held at financial institutions.E.
    
    Cash Deficit at Forwards BrokerThe Trust recorded a bank overdraft of $67,540 which resulted from estimates of available
cash.F.
    
    Income TaxesThe 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 CostsCampbell & 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.
 52




---



##### 



The Campbell Fund Trust  Notes to Financial Statements  December
 H.
    
    Foreign Currency TransactionsThe 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.
    
    AllocationsIncome 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 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 Trusts financial statement
disclosures, if any, is currently being assessed.Note 2.
    
    MANAGING OPERATOR AND COMMODITY TRADING ADVISORThe 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.
    
    TRUSTEEThe 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 FEEThe 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 BROKERThe 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 REDEMPTIONSInvestments 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.
 53




---



##### 



The Campbell Fund Trust  Notes to Financial Statements  December
 Note 7.
    
    TRADING ACTIVITIES AND RELATED RISKSThe 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 andOptions on ForwardFutures Contracts
    
    
    Currency Contracts(exchange traded)
    
    
    (non-exchange traded)December 31, 2008
    
    
    December 31, 2007
    
    
    December 31, 2008
    
    
    December 31, 2007Gross unrealized gains
    
    $
    3,247,644
    
    
    $
    12,382,973
    
    
    $
    13,542,469
    
    
    $
    16,549,821Gross 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
 54




---



##### 



The Campbell Fund Trust  Notes to Financial Statements  December
 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.
    
    INDEMNIFICATIONSIn 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.
 55




---



##### 



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