UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2002 ------------------- or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to -------------------- ------------------------ Commission File number: 00-33311 -------- CAMPBELL ALTERNATIVE ASSET TRUST - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 52-2238521 - ---------------------------------------- ------------------------------------ (State of Organization) (IRS Employer Identification Number) Court Towers Building, 210 West Pennsylvania Avenue, Baltimore, Maryland 21204 - ---------------------------------------- ------------------------------------ (Address of principal executive offices) (Zip Code) (410) 296-3301 - -------------- (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Total number of Pages: 30 -- PART I - FINANCIAL INFORMATION Item 1. Financial Statements The following financial statements of Campbell Alternative Asset Trust are included in Item 1: Statements of Financial Condition as of September 30, 2002 (Unaudited) and December 31, 2001 (Audited) Condensed Schedule of Investments as of September 30, 2002 (Unaudited) Statements of Operations for the Three Months and Nine Months Ended September 30, 2002 and 2001 (Unaudited) Statements of Cash Flows for the Nine Months Ended September 30, 2002 and 2001 (Unaudited) Statements of Changes in Unitholders' Capital (Net Asset Value) for the Nine Months Ended September 30, 2002 and 2001 (Unaudited) -2- CAMPBELL ALTERNATIVE ASSET TRUST STATEMENTS OF FINANCIAL CONDITION September 30, 2002 (Unaudited) and December 31, 2001 (Audited) September 30, December 31, 2002 2001 ------------ ------------ ASSETS Equity in broker trading accounts Cash $ 2,057,231 $ 712,721 United States government securities 14,973,625 8,484,712 Unrealized gain (loss) on open futures contracts 1,300,729 (54,659) ------------ ------------ Deposits with broker 18,331,585 9,142,774 Cash 13,146,453 8,076,399 Unrealized gain (loss) on open forward contracts (48,625) 862,088 Subscriptions receivable 0 514,071 ------------ ------------ Total assets $ 31,429,413 $ 18,595,332 ============ ============ LIABILITIES Accounts payable $ 17,610 $ 17,678 Brokerage fee 91,916 48,556 Performance fee 866,827 0 Offering costs payable 22,569 13,417 Redemptions payable 20,691 0 Subscription deposits 29,631 0 ------------ ------------ Total liabilities 1,049,244 79,651 ------------ ------------ UNITHOLDERS' CAPITAL (NET ASSET VALUE) Managing Owner - 6,000.000 units outstanding at September 30, 2002 and December 31, 2001 6,922,740 5,841,866 Other Unitholders - 20,330.856 and 13,016.882 units outstanding at September 30, 2002 and December 31, 2001 23,457,429 12,673,815 ------------ ------------ Total unitholders' capital (Net Asset Value) 30,380,169 18,515,681 ------------ ------------ $ 31,429,413 $ 18,595,332 ============ ============ See accompanying notes. -3- CAMPBELL ALTERNATIVE ASSET TRUST CONDENSED SCHEDULE OF INVESTMENTS September 30, 2002 (Unaudited) UNITED STATES GOVERNMENT SECURITIES % of Net Face Value Description Value Asset Value ---------- ----------- ----- ----------- $13,000,000 U.S. Treasury Bills, 11/7/02 $12,979,241 42.72 % 2,000,000 U.S. Treasury Bill, 12/5/02 1,994,384 6.56 % ----------- ------- TOTAL UNITED STATES GOVERNMENT SECURITIES (COST, INCLUDING ACCRUED INTEREST, - $14,973,625) $14,973,625 49.28 % =========== ======= LONG FUTURES CONTRACTS % of Net Description Value Asset Value ----------- ----------- ----------- Agricultural $ 10,663 0.04 % Energy 215,542 0.71 % Metals (7,951) (0.03)% Short-term interest rates 301,302 0.99 % Long-term interest rates 571,755 1.88 % ----------- ------ TOTAL LONG FUTURES CONTRACTS $ 1,091,311 3.59 % =========== ====== LONG FORWARD CURRENCY CONTRACTS % of Net Description Value Asset Value ----------- ----- ----------- Various forward currency contracts $ (99,030) (0.33)% ============== ========== SHORT FUTURES CONTRACTS % of Net Description Value Asset Value ----------- ----- ----------- Agricultural $ (7,660) (0.02)% Metals 30,529 0.10 % Stock indices 186,549 0.61 % ------------- ---------- TOTAL SHORT FUTURES CONTRACTS $ 209,418 0.69 % ============= ========== SHORT FORWARD CURRENCY CONTRACTS % of Net Description Value Asset Value ----------- ----- ----------- Various forward currency contracts $ 50,405 0.17 % ============= ========== See accompanying notes. -4- CAMPBELL ALTERNATIVE ASSET TRUST STATEMENTS OF OPERATIONS For the Three Months Ended September 30, 2002 and 2001 and For the Nine Months Ended September 30, 2002 and 2001 (Unaudited) Three Months Nine Months Ended Ended September 30, September 30, 2002 2001 2002 2001 ----------- ----------- ----------- ----------- INCOME Futures trading gains Realized $ 4,862,525 $ 0 $ 3,906,546 $ 0 Change in unrealized 499,761 0 1,355,388 0 ----------- ----------- ----------- ----------- Gain from futures trading 5,362,286 0 5,261,934 0 ----------- ----------- ----------- ----------- Forward trading gains (losses) Realized 73,029 0 1,498,150 0 Change in unrealized (697,758) 0 (910,713) 0 ----------- ----------- ----------- ----------- Gain (loss) from forward trading (624,729) 0 587,437 0 ----------- ----------- ----------- ----------- Interest income 116,579 0 279,199 0 ----------- ----------- ----------- ----------- Total income 4,854,136 0 6,128,570 0 ----------- ----------- ----------- ----------- EXPENSES Brokerage fee 228,698 0 585,436 0 Performance fee 870,161 0 870,161 0 Operating expenses 14,141 0 42,233 0 ----------- ----------- ----------- ----------- Total expenses 1,113,000 0 1,497,830 0 ----------- ----------- ----------- ----------- NET INCOME $ 3,741,136 $ 0 $ 4,630,740 $ 0 =========== =========== =========== =========== NET INCOME PER MANAGING OWNER AND OTHER UNITHOLDER UNIT (based on weighted average number of units outstanding during the period) $ 152.82 $ 0.00 $ 207.74 $ 0.00 =========== =========== =========== =========== INCREASE IN NET ASSET VALUE PER MANAGING OWNER AND OTHER UNITHOLDER UNIT $ 151.34 $ 0.00 $ 180.15 $ 0.00 =========== =========== =========== =========== See accompanying notes. -5- CAMPBELL ALTERNATIVE ASSET TRUST STATEMENTS OF CASH FLOWS For the Nine Months Ended September 30, 2002 and 2001 (Unaudited) 2002 2001 ------------ ------------ CASH FLOWS FROM (FOR) OPERATING ACTIVITIES Net income $ 4,630,740 $ 0 Adjustments to reconcile net income to net cash (for) operating activities Net change in unrealized (444,675) 0 Increase in accounts payable and accrued expenses 910,119 0 Net (purchases) of investments in United States government securities (6,488,913) 0 ------------ ------------ Net cash (for) operating activities (1,392,729) 0 ------------ ------------ CASH FLOWS FROM (FOR) FINANCING ACTIVITIES Addition of units 7,774,145 0 Decrease in subscriptions receivable 514,071 0 Increase in subscription deposits 29,631 8,486,394 Redemption of units (386,942) 0 Increase in redemptions payable 20,691 0 Offering costs charged (153,455) 0 Increase in offering costs payable 9,152 0 ------------ ------------ Net cash from financing activities 7,807,293 8,486,394 ------------ ------------ Net increase in cash 6,414,564 8,486,394 CASH Beginning of period 8,789,120 2,000 ------------ ------------ End of period $ 15,203,684 $ 8,488,394 ============ ============ End of period cash consists of: Cash in broker trading accounts $ 2,057,231 $ 0 Cash 13,146,453 8,488,394 ------------ ------------ Total end of period cash $ 15,203,684 $ 8,488,394 ============ ============ See accompanying notes. -6- CAMPBELL ALTERNATIVE ASSET TRUST STATEMENTS OF CHANGES IN UNITHOLDERS' CAPITAL (NET ASSET VALUE) For the Nine Months Ended September 30, 2002 and 2001 (Unaudited) Unitholders' Capital ------------------------------------------------------------------------------------------ Managing Owner Other Unitholders Total -------------------------- --------------------------- --------------------------- Units Amount Units Amount Units Amount ---------- ------------ ---------- ------------ ---------- ------------ NINE MONTHS ENDED SEPTEMBER 30, 2002 Balances at December 31, 2001 6,000.000 $ 5,841,866 13,016.882 $ 12,673,815 19,016.882 $ 18,515,681 Net income for the nine months ended September 30, 2002 1,121,900 3,508,840 4,630,740 Additions 0.000 0 7,693.304 7,774,145 7,693.304 7,774,145 Redemptions 0.000 0 (379.330) (386,942) (379.330) (386,942) Offering costs (41,026) (112,429) (153,455) ---------- ------------ ---------- ------------ ---------- ------------ Balances at September 30, 2002 6,000.000 $ 6,922,740 20,330.856 $ 23,457,429 26,330.856 $ 30,380,169 ========== ============ ========== ============ ========== ============ NINE MONTHS ENDED SEPTEMBER 30, 2001 Balances at December 31, 2000 2.000 $ 2,000 0.000 $ 0 2.000 $ 2,000 Net income for the nine months ended September 30, 2001 0 0 0 Additions 0.000 0 0.000 0 0.000 0 Redemptions 0.000 0 0.000 0 0.000 0 ---------- ------------ ---------- ------------ ---------- ------------ Balances at September 30, 2001 2.000 $ 2,000 0.000 $ 0 2.000 $ 2,000 ========== ============ ========== ============ ========== ============ Net Asset Value Per Managing Owner and Other Unitholder Unit ------------------------------------------------------------ September 30, December 31, September 30, December 31, 2002 2001 2001 2000 ---- ---- ---- ---- $1,153.79 $973.64 $1,000.00 $1,000.00 ========= ======= ========= ========= See accompanying notes. -7- CAMPBELL ALTERNATIVE ASSET TRUST NOTES TO FINANCIAL STATEMENTS (Unaudited) Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES A. General Description of the Trust Campbell Alternative Asset Trust (the Trust) is a Delaware business trust which operates as a commodity investment pool. The Trust was formed on May 3, 2000 and commenced trading on October 1, 2001. The Trust engages in the speculative trading of futures contracts and forward contracts. B. Regulation As a registrant with the Securities and Exchange Commission, the Trust 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 Trust is subject to the regulations of the Commodity Futures Trading Commission, an agency of the United States (U.S.) government which regulates most aspects of the commodity futures industry; rules of the National Futures Association, an industry self-regulatory organization; and the requirements of the various commodity exchanges where the Trust executes transactions. Additionally, the Trust is subject to the requirements of futures commission merchants (brokers) and interbank market makers through which the Trust trades. C. Method of Reporting The Trust's financial statements are presented in accordance with accounting principles generally accepted in the United States of America, which require the use of certain estimates made by the Trust's management. Transactions are accounted for on the trade date. Gains or losses are realized when contracts are liquidated. Unrealized gains and losses on open contracts (the difference between contract 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." Any change in net unrealized gain or loss from the preceding period is reported in the statement of operations. Brokerage commissions and other trading fees paid directly to the broker are included in "brokerage fee" 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 units outstanding. D. Income Taxes The Trust prepares calendar year U.S. and applicable state information tax returns and reports to the unitholders their allocable shares of the Trust's income, expenses and trading gains or losses. -8- CAMPBELL ALTERNATIVE ASSET TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) (Unaudited) Note 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) E. Offering Costs Campbell & Company, Inc. (Campbell & Company) has incurred total costs in connection with the initial and continuous offering of units of the Trust (offering costs) of $1,278,240 through September 30, 2002, $168,915 of which has already been reimbursed to Campbell & Company by the Trust. At September 30, 2002, the Trust reflects a liability in the statement of financial condition for offering costs payable to Campbell & Company of $22,569. Offering costs are charged to the Trust at a monthly rate of 1/12 of 0.9% (0.9% annualized) of the Trust's month-end net asset value (as defined in the Amended and Restated Declaration of Trust and Trust Agreement) until such amounts are fully reimbursed. The Trust is only liable for payment of offering costs on a monthly basis. 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 the Trust will have no further obligation to Campbell & Company. The amount of monthly reimbursement due to Campbell & Company is charged directly to unitholders' capital. F. Foreign Currency Transactions The Trust's functional currency is the U.S. dollar; however, it transacts business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the statement of financial condition. Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period. Gains and losses resulting from the translation to U.S. dollars are reported in income currently. Note 2. MANAGING OWNER AND COMMODITY TRADING ADVISOR The managing owner 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. The Amended and Restated Declaration of Trust and Trust Agreement requires Campbell & Company to maintain a capital account equal to 1% of the total capital accounts of the Trust. Additionally, Campbell & Company is required by the Amended and Restated Declaration of Trust and Trust Agreement to maintain a net worth of not less than $1,000,000. -9- CAMPBELL ALTERNATIVE ASSET TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) (Unaudited) Note 2. MANAGING OWNER AND COMMODITY TRADING ADVISOR (CONTINUED) The Trust pays a monthly brokerage fee of 1/12 of 2.85% (2.85% annualized) of month-end net assets to Campbell & Company and $10 per round turn to the broker for execution and clearing costs. Such costs are limited to 3.5% of average month-end net assets per year. From the 2.85% fee, a portion (0.35%) is used to compensate selling agents for administrative services and a portion (2.5%) is retained by Campbell & Company for trading and management services rendered. During the three months and nine months ended September 30, 2002, the amounts paid directly to the broker and interbank market maker were $28,923 and $99,497, respectively. Campbell & Company is also paid a performance fee equal to 20% of New Appreciation (as defined) calculated as of the end of each calendar quarter and upon redemption of units. Note 3. TRUSTEE The trustee of the Trust is First Union Trust Company, National Association, a national banking association. The trustee has delegated to the managing owner 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. DEPOSITS WITH BROKER The Trust deposits assets with a broker subject to Commodity Futures Trading Commission regulations and various exchange and broker requirements. Margin requirements are satisfied by the deposit of U.S. Treasury bills and cash with such broker. The Trust earns interest income on its assets deposited with the broker. Note 5. OPERATING EXPENSES Operating expenses of the Trust are restricted by the Amended and Restated Declaration of Trust and Trust Agreement to .40% per annum of the average month-end Net Asset Value of the Trust. Actual operating expenses were less than .40% (annualized) of average Net Asset Value for the three months and nine months ended September 30, 2002. Note 6. SUBSCRIPTIONS, DISTRIBUTIONS AND REDEMPTIONS Investments in the Trust are made by subscription agreement, subject to acceptance by Campbell & Company. The subscriptions receivable at December 31, 2001 were received by the Trust on or before January 17, 2002. 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 Amended and Restated Declaration of Trust and Trust Agreement. -10- CAMPBELL ALTERNATIVE ASSET TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) (Unaudited) Note 7. TRADING ACTIVITIES AND RELATED RISKS The Trust engages in the speculative trading of U.S. and foreign futures contracts and forward 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 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 by the broker to satisfy such requirements at September 30, 2002 and December 31, 2001 were $14,973,625 and $8,484,712, respectively, which equals 49% and 46% of Net Asset Value, respectively. The cash deposited with interbank market makers to satisfy such requirements at September 30, 2002 and December 31, 2001 were $11,846,640 and $6,996,592, respectively, which equals 39% and 38% of Net Asset Value, respectively. These amounts are included in cash and cash equivalents. The Trust trades forward contracts in unregulated markets between principals and assumes the risk of loss from counterparty nonperformance. Accordingly, the risks associated with forward contracts are generally greater than those associated with exchange traded contracts because of the greater risk of counterparty default. Additionally, the trading of forward contracts typically involves delayed cash settlement. The 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 contracts purchased and unlimited liability on such contracts sold short. -11- CAMPBELL ALTERNATIVE ASSET TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) (Unaudited) Note 7. TRADING ACTIVITIES AND RELATED RISKS (CONTINUED) The unrealized gain (loss) on open futures and forward contracts is comprised of the following: Futures Contracts Forward Contracts (exchange traded) (non-exchange traded) September 30, December 31, September 30, December 31, 2002 2001 2002 2001 ---- ---- ---- ---- Gross unrealized gains $ 1,418,405 $ 151,022 $ 1,018,077 $ 1,016,908 Gross unrealized losses (117,676) (205,681) (1,066,702) (154,820) ----------- ----------- ----------- ----------- Net unrealized gain (loss) $ 1,300,729 $ (54,659) $ (48,625) $ 862,088 =========== =========== =========== =========== Open contracts generally mature within three months; as of September 30, 2002, the latest maturity date for open futures contracts is June 2003, and the latest maturity date for open forward contracts is December 2002. However, the Trust intends to close all 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 Trust's assets at financial institutions and brokers which Campbell & Company believes to be creditworthy. The unitholders 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. INTERIM FINANCIAL STATEMENTS The statement of financial condition as of September 30, 2002, including the September 30, 2002 condensed schedule of investments, the statements of operations for the three months and nine months ended September 30, 2002 and 2001, and the statements of cash flows and changes in unitholders' capital (Net Asset Value) for the nine months ended September 30, 2002 and 2001 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, 2002, the results of operations for the three months and nine months ended September 30, 2002 and 2001, and cash flows for the nine months ended September 30, 2002 and 2001. -12- CAMPBELL ALTERNATIVE ASSET TRUST NOTES TO FINANCIAL STATEMENTS (CONTINUED) (Unaudited) Note 9. FINANCIAL HIGHLIGHTS The following information presents per unit operating performance data and other supplemental financial data for the entire three months and nine months ended September 30, 2002 and 2001. This information has been derived from information presented in the financial statements. Three months ended Nine months ended September 30, September 30, 2002 2001 2002 2001 (Unaudited) (Unaudited) (Unaudited) (Unaudited) ----------- ----------- ----------- ----------- PER UNIT PERFORMANCE (for a unit outstanding throughout the entire period) ----------------------------------------------------- Net asset value per unit at beginning of period $1,002.45 $1,000.00 $ 973.64 $1,000.00 --------- --------- --------- --------- Income (loss) from operations: Net investment (loss) (1), (3) (39.52) 0.00 (50.20) 0.00 Net realized and change in unrealized gain from trading (2), (3) 193.44 0.00 237.23 0.00 --------- --------- --------- --------- Total income from operations 153.92 0.00 187.03 0.00 --------- --------- --------- --------- Offering costs (3) (2.58) 0.00 (6.88) 0.00 --------- --------- --------- --------- Net asset value per unit at end of period $1,153.79 $1,000.00 $1,153.79 $1,000.00 ========= ========= ========= ========= TOTAL RETURN (4) 15.10 % 0.00% 18.50 % 0.00% ========= ========= ========= ========= SUPPLEMENTAL DATA Ratios to average net asset value: Expenses prior to performance fee(1), (5) 3.18 % 0.00% 3.11 % 0.00% Performance fee (5) 12.96 % 0.00% 5.11 % 0.00% --------- --------- --------- --------- Total expense (1), (5) 16.14 % 0.00% 8.22 % 0.00% ========= ========= ========= ========= Net investment (loss) (1), (5), (6) (1.45)% 0.00% (1.46)% 0.00% ========= ========= ========= ========= Total returns are calculated based on the change in value of a unit during the period. An individual unitholder's total returns and ratios may vary from the above total returns and ratios based on the timing of additions and redemptions. (1) Excludes brokerage commissions and other trading fees paid directly to the broker. (2) Includes brokerage commissions and other trading fees paid directly to the broker. (3) The net investment (loss) per unit and offering costs per unit are calculated by dividing the net investment (loss) and offering costs by the average number of units outstanding during the period. The net realized and change in unrealized gain from trading is a balancing amount necessary to reconcile the change in net asset value per unit with the other per unit information. (4) Not annualized (5) Annualized (6) Excludes performance fee -13- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Results of Operations Introduction The offering of Campbell Alternative Asset Trust's (the "Trust") Units of Beneficial Interest commenced on May 15, 2001, and the initial offering terminated on September 30, 2001 with proceeds of $15,821,743. The continuing offering period commenced immediately after the termination of the initial offering period; additional subscriptions totaling $10,948,890 have been accepted during the continuing offering period as of September 30, 2002. Redemptions over the same time period total $406,764. The Trust commenced operations on October 1, 2001. The continuing offering period expired on October 29, 2002. It is the Managing Owner's intent to reopen the continuing offering period only for the investment by the Managing Owner's 401(k) plan. Capital Resources The Trust will raise additional capital only through the sale of Units offered pursuant to the continuing offering, and does not intend to raise any capital through borrowing. Due to the nature of the Trust's business, it will make no capital expenditures and will have no capital assets, which are not operating capital or assets. Liquidity Most United States commodity exchanges limit fluctuations in futures contracts prices during a single day by regulations referred to as "daily price fluctuation limits" or "daily limits". During a single trading day, no trades may be executed at prices beyond the daily limit. Once the price of a futures contract has reached the daily limit for that day, positions in that contract can neither be taken nor liquidated. Futures prices have occasionally moved to the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent the Trust from promptly liquidating unfavorable positions and subject the Trust to substantial losses, which could exceed the margin initially committed to such trades. In addition, even if futures prices have not moved the daily limit, the Trust may not be able to execute futures trades at favorable prices, if little trading in such contracts is taking place. Other than these limitations on liquidity, which are inherent in the Trust's commodity futures trading operations, the Trust's assets are expected to be highly liquid. RESULTS OF OPERATIONS The return for the nine months ended September 30, 2002 was 18.50%. Of the increase, approximately 24.55% was due to trading gains (before commissions) and approximately 1.23% was due to interest income, offset by approximately 7.28% due to brokerage fees, performance fees, and operating and offering costs borne by the Trust. An analysis of the 24.55% trading gain by sector is as follows: SECTOR % GAIN (LOSS) - ------ ------------- Interest Rates 15.19% Stock Indices 4.88 Currencies 3.19 Energy 1.96 -14- Agricultural (.20) Metals (.47) ------- 24.55% ======= During January, the Enron and Global Crossing bankruptcies took a toll on the U.S. equities markets that were already under pressure and resulted in a stumbling start to the New Year, as layoffs, earnings restatements and revenue declines continued to dominate the business news. Internationally, the Japanese economy continued to deteriorate, while the full extent of any Argentinean contagion is yet to be acknowledged in Brazil or other parts of South America. On the positive side, U.S. consumer spending continued to be robust. The Trust posted a small loss for January, largely as a result of volatility in the global currency markets. Energy and short stock index positions contributed small gains. The high market volatility in January continued into February. Further Enron revelations radiated concern about the accounting practices of other large companies and caused the equity markets to decline early in the month. Sentiment reversed abruptly on positive economic news on home sales, manufacturing and consumer spending. The Trust's performance was negative in February with losses in energy, stock indices and long-term interest rates partially offset by gains in short-term interest rates. March was a mixed month in which positive performance in the energy and interest rate sectors were more than offset by losses in stock indices and currencies, which make up a substantial part of the Trust's portfolio. The Japanese Yen produced the largest loss when it rallied in reaction to Bank of Japan intervention in preparation for their March 31st fiscal year-end as the Trust was maintaining a short position. Energy was the strongest performing sector profiting from long positions in crude oil and unleaded gas. The loss in the stock indices sector came from short positions in the Nikkei and Hang Seng indices as Asian equities rallied. The overall loss for the month occurred quite independently of the equity and bond markets demonstrating the volatility reducing effect of blending assets whose returns are largely uncorrelated. April was one of the most difficult trading months since the Trust began trading. The Trust ended the month down over 4%. The fixed income sector was whip-lashed as hopes of imminent economic recovery sputtered causing the majority of the trading losses for the month. Broad-based selling of the three leading US equity indices put them at their lowest levels since October 2001 and contributed to the Trust's losses for the month. The energy sector was battered by reports of unfolding events in both Venezuela and the Middle East. Many areas of concern remain including continued instability in the Middle East, weak corporate earnings, continued revelations of corporate accounting issues, fear of a collapse in the residential real estate market, high energy costs and a growing federal budget deficit due to lower tax receipts. The month of May finally provided some trending opportunities that the Trust was able to profit from. The currencies and interest rates sectors provided the gains for the month, but these were offset by losses in the energy and stock indices sectors. While the equities markets remained nervous, many alternative investment strategies, including managed futures, were able to provide positive returns. Strong performance in the month of June contributed to a positive second quarter and more than made up for losses during the beginning of the year. All major US equity indices made new cycle lows as domestic and international investor confidence was battered by reports of scandalous -15- corporate leadership conduct. The long awaited US economic recovery looked sluggish at best. In this troubled environment, the US dollar lost ground against most major trading partners, while interest rate futures rose and stock indices declined. These three sectors contributed significantly to the profits in June, while small losses were recorded in the metals and energy sectors. The Trust's positive performance continued in July posting similar numbers as June. This was the third consecutive month of positive performance and was mainly attributable to profits in short stock indices and long interest rate positions. These gains were reduced by small negative performances in metals, currencies and cross rates as the dollar strengthened against other major currencies, again rising above parity with the Euro. In August, the Trust recorded another month of positive performance with profits in the interest rates, currencies, stock indices and energy sectors. Global markets continued to respond to weak US economic data and concerns over geopolitical developments. The much-anticipated US economic recovery continued to be elusive, while economies in Europe and Japan appeared to be stagnant. The quickening pace of US plans to invade Iraq had aroused much international criticism and concern, which had impacted energy prices and investor confidence. September was the fifth consecutive month of positive returns for the Trust as traditional investment strategies continued to struggle. Profits were earned in the stock indices, interest rates and energy sectors offset by losses in the currencies sector. Further reports of corporate governance and accounting failures, the possibility of an unpopular war in the Middle East, rising jobless claims, disappointing earnings and a gloomy retail outlook were being compounded by high energy prices and systemic instability in Japan and Brazil. In this time of global economic weakness and uncertainty, the Trust's ability to trade both the long and short side of a diverse portfolio of international markets was proving to be a beneficial tool. OFF-BALANCE SHEET RISK The term "off-balance sheet risk" refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may result in future obligation or loss. The Trust trades in futures, forward and swap contracts and is therefore a party to financial instruments with elements of off-balance sheet market and credit risk. In entering into these contracts there exists a risk to the Trust, market risk, that such contracts may be significantly influenced by market conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the futures interests positions of the Trust at the same time, and if the Trust's trading advisor was unable to offset futures interests positions of the Trust, the Trust could lose all of its assets and the Unitholders would realize a 100% loss. Campbell & Company, Inc., the managing owner (who also acts as trading advisor), minimizes market risk through real-time monitoring of open positions, diversification of the portfolio and maintenance of a margin-to-equity ratio that rarely exceeds 30%. In addition to market risk, in entering into futures, forward and swap contracts there is a credit risk that a counterparty will not be able to meet its obligations to the Trust. The counterparty for futures contracts traded in the United States and on most foreign exchanges is the clearinghouse associated with such exchange. In general, clearinghouses are backed by the corporate members of the clearinghouse who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the -16- clearinghouse is not backed by the clearing members, like some foreign exchanges, it is normally backed by a consortium of banks or other financial institutions. In the case of forward and swap contracts, which are traded on the interbank market rather than on exchanges, the counterparty is generally a single bank or other financial institution, rather than a group of financial institutions; thus there may be a greater counterparty credit risk. Campbell & Company trades for the Trust only with those counterparties which it believes to be creditworthy. All positions of the Trust are valued each day on a mark-to-market basis. There can be no assurance that any clearing member, clearinghouse or other counterparty will be able to meet its obligations to the Trust. -17- Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK INTRODUCTION Past Results Not Necessarily Indicative of Future Performance The Trust is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and all or a substantial amount of the Trust's assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Trust's main line of business. Market movements result in frequent changes in the fair market value of the Trust's open positions and, consequently, in its earnings and cash flow. The Trust's market risk is influenced by a wide variety of factors, including the level and volatility of exchange rates, interest rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Trust's open positions and the liquidity of the markets in which it trades. The Trust rapidly acquires and liquidates both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Trust's past performance is not necessarily indicative of its future results. Value at Risk is a measure of the maximum amount which the Trust could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Trust's speculative trading and the recurrence in the markets traded by the Trust of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Trust's experience to date (i.e., "risk of ruin"). In light of the foregoing as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification included in this section should not be considered to constitute any assurance or representation that the Trust's losses in any market sector will be limited to Value at Risk or by the Trust's attempts to manage its market risk. Standard of Materiality Materiality as used in this section, "Qualitative and Quantitative Disclosures About Market Risk," is based on an assessment of reasonably possible market movements and the -18- potential losses caused by such movements, taking into account the leverage, and multiplier features of the Trust's market sensitive instruments. QUANTIFYING THE TRUST'S TRADING VALUE AT RISK Quantitative Forward-Looking Statements The following quantitative disclosures regarding the Trust's market risk exposures contain "forward-looking statements" within the meaning of the safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). All quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact (such as the dollar amount of maintenance margin required for market risk sensitive instruments held at the end of the reporting period). The Trust's risk exposure in the various market sectors traded by Campbell & Company is quantified below in terms of Value at Risk. Due to the Trust's mark-to-market accounting, any loss in the fair value of the Trust's open positions is directly reflected in the Trust's earnings (realized or unrealized). Exchange maintenance margin requirements have been used by the Trust as the measure of its Value at Risk. Maintenance margin requirements are set by exchanges to equal or exceed the maximum losses reasonably expected to be incurred in the fair value of any given contract in 95%-99% of any one-day intervals. The maintenance margin levels are established by dealers and exchanges using historical price studies as well as an assessment of current market volatility and economic fundamentals to provide a probabilistic estimate of the maximum expected near-term one-day price fluctuation. Maintenance margin has been used rather than the more generally available initial margin, because initial margin includes a credit risk component, which is not relevant to Value at Risk. In the case of market sensitive instruments, which are not exchange-traded (which includes currencies in the case of the Trust), the margin requirements for the equivalent futures positions have been used as Value at Risk. In those cases in which a futures-equivalent margin is not available, dealers' margins have been used. In the case of contracts denominated in foreign currencies, the Value at Risk figures include foreign margin amounts converted into U.S. Dollars with an incremental adjustment to reflect the exchange rate risk inherent to the Dollar-based Trust in expressing Value at Risk in a functional currency other than Dollars. In quantifying the Trust's Value at Risk, 100% positive correlation in the different positions held in each market risk category has been assumed. Consequently, the margin requirements applicable to the open contracts have simply been aggregated to determine each trading category's aggregate Value at Risk. The diversification effects resulting from the fact that the Trust's positions are rarely, if ever, 100% positively correlated have not been reflected. THE TRUST'S TRADING VALUE AT RISK IN DIFFERENT MARKET SECTORS -19- The following tables indicate the trading Value at Risk associated with the Trust's open positions by market category as of September 30, 2002 and December 31, 2001 and the trading gains/losses by market category for the nine months ended September 30, 2002 and the period October 1, 2001 (inception of trading) through December 31, 2001. All open position trading risk exposures of the Trust have been included in calculating the figures set forth below. As of September 30, 2002 and December 31, 2001, the Trust's total capitalization was approximately $30.4 million and $18.5 million, respectively. SEPTEMBER 30, 2002 ------------------ % OF TOTAL TRADING MARKET SECTOR VALUE AT RISK CAPITALIZATION GAIN/(LOSS)* - ------------- ------------- -------------- ------------ Currencies $1,450,000 4.77% 3.19% Energy $ 613,000 2.02% 1.96% Interest Rates $ 564,000 1.86% 15.19% Stock Indices $ 397,000 1.31% 4.88% Agricultural $ 56,000 .18% (.20)% Metals $ 53,000 .17% (.47)% ---------- ------ ------- Total $3,133,000 10.31% 24.55% ========== ====== ====== * - Of the 18.50% return for the nine months ended September 30, 2002, approximately 24.55% was due to trading gains (before commissions) and approximately 1.23% was due to interest income, offset by approximately 7.28% due to brokerage fees, performance fees and operating and offering costs borne by the Trust. DECEMBER 31, 2001 ----------------- % OF TOTAL TRADING MARKET SECTOR VALUE AT RISK CAPITALIZATION GAIN/(LOSS)* - ------------- ------------- -------------- ------------ Currencies $ 862,000 4.66% 4.04% Stock Indices $ 266,000 1.44% (2.03%) Interest Rates $ 246,000 1.33% (4.20%) Energy $ 235,000 1.27% 1.02% Agricultural $ 19,000 .10% (.22%) Metals $ 13,000 .07% (.51%) ----------- ----- ------- Total $ 1,641,000 8.87% (1.90%) =========== ===== ======= * - Of the (2.64%) return for the period October 1 (inception of trading) through December 31, 2001, approximately (1.90%) was due to trading losses (before commissions) and approximately .43% was due to interest income, offset by approximately 1.17% due to brokerage fees, performance fees and operating and offering costs borne by the Trust. -20- MATERIAL LIMITATIONS ON VALUE AT RISK AS AN ASSESSMENT OF MARKET RISK The face value of the market sector instruments held by the Trust is typically many times the applicable maintenance margin requirement (maintenance margin requirements generally ranging between approximately 1% and 10% of contract face value) as well as many times the capitalization of the Trust. The magnitude of the Trust's open positions creates a "risk of ruin" not typically found in most other investment vehicles. Because of the size of its positions, certain market conditions -- unusual, but historically recurring from time to time -- could cause the Trust to incur severe losses over a short period of time. The foregoing Value at Risk tables -- as well as the past performance of the Trust -- give no indication of this "risk of ruin." NON-TRADING RISK The Trust has non-trading market risk on its foreign cash balances not needed for margin. However, these balances (as well as the market risk they represent) are immaterial. The Trust also has non-trading market risk as a result of investing a substantial portion of its available assets in U.S. Treasury Bills. The market risk represented by these investments is immaterial. QUALITATIVE DISCLOSURES REGARDING PRIMARY TRADING RISK EXPOSURES The following qualitative disclosures regarding the Trust's market risk exposures -- except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Trust manages its primary market risk exposures -- constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. The Trust's primary market risk exposures as well as the strategies used and to be used by Campbell & Company for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Trust's risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of the Trust. There can be no assurance that the Trust's current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short- or long-term. Investors must be prepared to lose all or substantially all of their investment in the Trust. The following were the primary trading risk exposures of the Trust as of September 30, 2002, by market sector. Currencies Exchange rate risk is the principal market exposure of the Trust. The Trust's currency exposure is to exchange rate fluctuations, primarily fluctuations which disrupt the historical pricing relationships between different currencies and currency pairs. These fluctuations are influenced by interest rate changes as well as political and general economic conditions. The Trust trades in a large number of currencies, including cross-rates -- i.e., positions between two -21- currencies other than the U.S. Dollar. Campbell & Company does not anticipate that the risk profile of the Trust's currency sector will change significantly in the future. Interest Rates Interest rate risk is a significant market exposure of the Trust. Interest rate movements directly affect the price of the sovereign bond positions held by the Trust and indirectly the value of its stock index and currency positions. Interest rate movements in one country as well as relative interest rate movements between countries materially impact the Trust's profitability. The Trust's primary interest rate exposure is to interest rate fluctuations in the United States and the other G-7 countries. However, the Trust also takes positions in the government debt of Switzerland. Campbell & Company anticipates that G-7 interest rates will remain one of the primary market exposures of the Trust for the foreseeable future. Stock Indices The Trust's primary equity exposure is to equity price risk in the G-7 countries and several other countries (Hong Kong, Spain and Taiwan). The stock index futures traded by the Trust are by law limited to futures on broadly based indices. As of September 30, 2002, the Trust's primary exposures were in the Hang Seng (Hong Kong), IBEX (Spain), Nikkei (Japan), S&P 500 (USA) NASDAQ (USA) and DAX (Germany) stock indices. The Trust is primarily exposed to the risk of adverse price trends or static markets in the major U.S., European and Japanese indices. (Static markets would not cause major market changes but would make it difficult for the Trust to avoid being "whipsawed" into numerous small losses.) Energy The Trust's primary energy market exposure is to gas and oil price movements, often resulting from political developments in the Middle East. As of September 30, 2002, crude oil, unleaded gas and heating oil are the dominant energy market exposures of the Trust. Oil and gas prices can be volatile and substantial profits and losses have been and are expected to continue to be experienced in this market. Metals The Trust's metals market exposure is to fluctuations in the price of aluminum, copper, gold, nickel and zinc. The risk allocation to the metal sector has not exceeded 4% of the Trust's portfolio during the nine months ended September 30, 2002. Agricultural The Trust's agricultural exposure is to wheat, corn, coffee and cotton. The risk allocation to the agricultural sector has been approximately 3% of the Trust's portfolio during the nine months ended September 30, 2002. QUALITATIVE DISCLOSURES REGARDING NON-TRADING RISK EXPOSURE The following were the only non-trading risk exposures of the Trust as of September 30, 2002. -22- Foreign Currency Balances The Trust's primary foreign currency balances are in Japanese Yen, British Pounds and Euros. The Trust controls the non-trading risk of these balances by regularly converting these balances back into dollars (no less frequently than twice a month, and more frequently if a particular foreign currency balance becomes unusually large). Treasury Bill Positions The Trust's only market exposure in instruments held other than for trading is in its Treasury Bill portfolio. The Trust holds Treasury Bills (interest bearing and credit risk-free) with durations no longer than six months. Violent fluctuations in prevailing interest rates could cause immaterial mark-to-market losses on the Trust's Treasury Bills, although substantially all of these short-term investments are held to maturity. QUALITATIVE DISCLOSURES REGARDING MEANS OF MANAGING RISK EXPOSURE The means by which the Trust and Campbell & Company, severally, attempt to manage the risk of the Trust's open positions is essentially the same in all market categories traded. Campbell & Company applies risk management policies to its trading which generally limit the total exposure that may be taken per "risk unit" of assets under management. In addition, Campbell & Company follows diversification guidelines (often formulated in terms of the balanced volatility between markets and correlated groups), as well as imposing "stop-loss" points at which open positions must be closed out. Campbell & Company controls the risk of the Trust's non-trading instruments (Treasury Bills held for cash management purposes) by limiting the duration of such instruments to no more than six months. GENERAL The Trust is unaware of any (i) anticipated known demands, commitments or capital expenditures; (ii) material trends, favorable or unfavorable, in its capital resources; or (iii) trends or uncertainties that will have a material effect on operations. From time to time, certain regulatory agencies have proposed increased margin requirements on futures contracts. Because the Trust generally will use a small percentage of assets as margin, the Trust does not believe that any increase in margin requirements, as proposed, will have a material effect on the Trust's operations. -23- Item 4. Controls and Procedures Campbell & Company, Inc., the managing owner of the Trust, with the participation of the managing owner's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Trust within 90 days of the filing date of this quarterly report, and, based on their evaluation, have concluded that these disclosure controls and procedures are effective. There were no significant changes in the managing owner's internal controls with respect to the Trust or in other factors applicable to the Trust that could significantly affect these controls subsequent to the date of their evaluation. -24- PART II-OTHER INFORMATION Item 1. Legal Proceedings. None Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities Not applicable. Item 4. Submissions of Matters to a vote of Security Holders. None Item 5. Other Information None Item 6. Exhibits and Reports on Form 8-K. None -25- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CAMPBELL ALTERNATIVE ASSET TRUST. (Registrant) By: Campbell & Company, Inc. Managing Owner Date: November 14, 2002 By: /s/Theresa D. Becks --------------------- Theresa D. Becks Chief Financial Officer/ Treasurer/Director -26- CERTIFICATION I, Bruce L. Cleland, Chief Executive Officer of Campbell & Company, Inc., the managing owner of Campbell Alternative Asset Trust (the "Trust"), do hereby certify that: 1. I have reviewed this quarterly report on Form 10-Q of Campbell Alternative Asset Trust; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Trust as of, and for, the periods presented in this quarterly report; 4. The Trust's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in paragraph (c) of Exchange Act Rule 15d-14) for the Trust and we have: (i) designed such disclosure controls and procedures to ensure that material information relating to the Trust, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (ii) evaluated the effectiveness of the Trust's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (iii) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Trust's other certifying officer and I have disclosed, based on our most recent evaluation, to the Trust's auditors and the audit committee of the Trust's board of directors (or persons performing the equivalent functions): (i) all significant deficiencies in the design or operation of internal controls which could adversely affect the Trust's ability to record, process, summarize and report financial data and have identified for the Trust's auditors any material weaknesses in internal controls; and -27- (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Trust's internal controls; and 6. The Trust's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. By: /s/ Bruce L. Cleland -------------------------------- Bruce L. Cleland Chief Executive Officer November 14, 2002 -28- CERTIFICATION I, Theresa D. Becks, Chief Financial Officer of Campbell & Company, Inc., the managing owner of Campbell Alternative Asset Trust (the "Trust"), do hereby certify that: 1. I have reviewed this quarterly report on Form 10-Q of the Campbell Alternative Asset Trust; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the Trust as of, and for, the periods presented in this quarterly report; 4. The Trust's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as such term is defined in paragraph (c) of Exchange Act Rule 15d-14) for the Trust and we have: (i) designed such disclosure controls and procedures to ensure that material information relating to the Trust, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; (ii) evaluated the effectiveness of the Trust's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and (iii) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The Trust's other certifying officer and I have disclosed, based on our most recent evaluation, to the Trust's auditors and the audit committee of the Trust's board of directors (or persons performing the equivalent functions): (i) all significant deficiencies in the design or operation of internal controls which could adversely affect the Trust's ability to record, process, summarize and report financial data and have identified for the Trust's auditors any material weaknesses in internal controls; and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Trust's internal controls; and -29- 6. The Trust's other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. By: /s/ Theresa D. Becks ---------------------------------- Theresa D. Becks Chief Financial Officer November 14, 2002 -30- EXHIBIT INDEX Exhibit Number Description of Document Page Number - -------------- ----------------------- ----------- 99.01 Certification by Chief Executive Officer E 2 99.02 Certification by Chief Financial Officer E 3 -E 1-