Superfund Green 10-Q 2009 Q3 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedSeptember 30, 2009

OR

o 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:000-51634

QUADRIGA SUPERFUND, L.P.

(Exact name of registrant as specified in charter)

Delaware	98-0375395
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Superfund Office Building P.O. Box 1479 Grand Anse St. George’s, Grenada West Indies	Not applicable
(Address of principal executive offices)	(Zip Code)

(473) 439-2418
(Registrant’s telephone number, including area code)

Not applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

     Yesþ Noo

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

     Yeso Noo

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

Large Accelerated Filer o Accelerated Filer o  Non-Accelerated Filer o
(Do not check if a smaller reporting company) Smaller Reporting Company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

     Yeso Noþ

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The following financial statements ofQuadriga Superfund, L.P.— Series A are included in Item 1:

	Page
Financial Statements
Statements of Assets and Liabilities as of September 30, 2009 (unaudited) and December 31, 2008		3
Condensed Schedule of Investments as of September 30, 2009 (unaudited)		4
Condensed Schedule of Investments as of December 31, 2008		5
Statements of Operations for the three months ended September 30, 2009 (unaudited) and September 30, 2008 (unaudited) and for the nine months ended September 30, 2009 (unaudited) and September 30, 2008 (unaudited)		6
Statements of Changes in Net Assets for the nine months ended September 30, 2009 (unaudited) and September 30, 2008 (unaudited)		7
Statements of Cash Flows for the nine months ended September 30, 2009 (unaudited) and September 30, 2008 (unaudited)		8

The following financial statements ofQuadriga Superfund, L.P.— Series B are included in Item 1:

	Page
Financial Statements
Statements of Assets and Liabilities as of September 30, 2009 (unaudited) and December 31, 2008		9
Condensed Schedule of Investments as of September 30, 2009 (unaudited)		10
Condensed Schedule of Investments as of December 31, 2008		11
Statements of Operations for the three months ended September 30, 2009 (unaudited) and September 30, 2008 (unaudited) and for the nine months ended September 30, 2009 (unaudited) and September 30, 2008 (unaudited)		12
Statements of Changes in Net Assets for the nine months ended September 30, 2009 (unaudited) and September 30, 2008 (unaudited)		13
Statements of Cash Flows for the nine months ended September 30, 2009 (unaudited) and September 30, 2008 (unaudited)		14
Notes to Series A and Series B Unaudited Financial Statements Dated September 30, 2009		21
EX-31.1
EX-31.2
EX-32.1
EX-32.2

2

QUADRIGA SUPERFUND, L.P. — SERIES A
STATEMENTS OF ASSETS AND LIABILITIES
September 30, 2009 (Unaudited) and December 31, 2008

	September 30, 2009		December 31, 2008
ASSETS
US Government securities,at fair value (amortized cost of $14,216,725 and $31,494,929 as of September 30, 2009, and December 31, 2008, respectively)	$	14,216,725	$	31,494,929
Due from brokers		18,687,495		4,049,967
Unrealized appreciation on open forward contracts		281,415		11,138
Futures contracts sold		—		109,330
Futures contracts purchased		2,380,210		735,529
Cash		355,534		810,576
Total assets		35,921,379		37,211,469
LIABILITIES
Unrealized depreciation on open forward contracts		286,401		43,336
Futures contracts sold		6,196		—
Redemptions payable		289,382		1,714,573
Due to affiliate		—		300,000
Management fees payable		54,996		56,861
Fees payable		108,881		124,365
Total liabilities		745,856		2,239,135
NET ASSETS	$	35,175,523	$	34,972,334
Number of Units		23,688.460		18,098.830
Net asset value per Unit	$	1,484.92	$	1,932.30

See accompanying notes to financial statements.

3

QUADRIGA SUPERFUND, L.P. — SERIES A
CONDENSED SCHEDULE OF INVESTMENTS
September 30, 2009 (Unaudited)

			Percentage of
	Face Value		Net Assets			Fair Value
Debt Securities United States, at fair value
United States Treasury Bills due November 27, 2009 (amortized cost $14,216,725), securities are held in margin accounts as collateral for open futures and forwards	$	14,220,000		40.4	%	$	14,216,725
Forward contracts, at fair value
Unrealized appreciation on forward contracts
Currency				0.8			281,415
Total unrealized appreciation on forward contracts				0.8			281,415
Unrealized depreciation on forward contracts
Currency				(0.8	)		(286,401	)
Total unrealized depreciation on forward contracts				(0.8	)		(286,401	)
Total forward contracts, at fair value				(0.0	)*		(4,986	)
Futures contracts, at fair value
Futures Contracts Purchased
Currency				1.6			564,073
Financial				3.2			1,124,891
Food & Fiber				0.3			100,899
Indices				(0.1	)		(12,473	)
Metals				1.7			602,820
Total futures contracts purchased				6.7			2,380,210
Futures Contracts Sold
Currency				0.4			147,537
Energy				(0.1	)		(49,710	)
Food & Fiber				0.7			241,216
Indices				0.1			43,023
Livestock				0.2			55,210
Metals				(1.3	)		(443,472	)
Total futures contracts sold				(0.0	)*		(6,196	)
Total futures contracts, at fair value				6.7	%	$	2,374,014
Futures and forward contracts by country composition
European Monetary Union				1.4	%	$	510,728
Great Britain				1.2			443,010
Japan				2.6			901,870
United States				1.6			554,938
Other				(0.1	)		(41,518	)
Total futures and forward contracts by country				6.7	%	$	2,369,028

* Due to rounding

See accompanying notes to financial statements.

4

QUADRIGA SUPERFUND, L.P. — SERIES A
CONDENSED SCHEDULE OF INVESTMENTS
December 31, 2008

			Percentage of
	Face Value		Net Assets			Fair Value
Debt Securities United States, at fair value
United States Treasury Bills due February 26, 2009 (amortized cost $31,494,929), securities are held in margin accounts as collateral for open futures and forwards	$	31,500,000		90.1	%	$	31,494,929
Forward contracts, at fair value
Unrealized appreciation on forward contracts
Currency				0.0	*		11,138
Total unrealized appreciation on forward contracts				0.0	*		11,138
Unrealized depreciation on forward contracts
Currency				(0.1	)		(43,336	)
Total unrealized depreciation on forward contracts				(0.1	)		(43,336	)
Total forward contracts, at fair value				(0.1	)		(32,198	)
Futures Contracts, at fair value
Futures Contracts Purchased
Currency				0.3			101,136
Financial				1.5			508,908
Food & Fiber				0.1			33,914
Indices				0.0	*		22,836
Metals				0.2			68,735
Total futures contracts purchased				2.1			735,529
Futures Contracts Sold
Currency				0.1			38,025
Energy				0.2			88,531
Financial				0.0	*		919
Food & Fiber				(0.1	)		(40,878	)
Indices				(0.0	)*		(7,067	)
Livestock				0.1			23,400
Metals				0.0	*		6,400
Total futures contracts sold				0.3			109,330
Total futures contracts, at fair value				2.4	%	$	844,859
Futures, swap and forward contracts by country composition
European Monetary Union				0.4	%	$	153,538
Great Britain				0.3			110,392
United States				1.1			369,143
Other				0.5			179,588
Total futures and forward contracts by country				2.3	%	$	812,661

* Due to rounding

See accompanying notes to financial statements.

5

QUADRIGA SUPERFUND, L.P. — SERIES A
STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Investment income
Interest income	$	7,733		$	176,226		$	31,849		$	814,550
Total income		7,733			176,226			31,849			814,550
Expenses
Selling commission		340,090			376,532			1,044,317			1,380,848
Management fee		157,292			174,146			482,997			638,642
Ongoing offering expenses		85,022			94,133			261,079			345,212
Operating expenses		12,754			14,120			39,162			51,782
Incentive fee		—			—			—			1,786,681
Brokerage commissions		175,399			133,131			410,850			579,785
Other		3,692			7,537			13,118			11,780
Total expenses		774,249			799,599			2,251,523			4,794,730
Net investment loss		(766,516	)		(623,373	)		(2,219,674	)		(3,980,180	)
Realized and unrealized gain (loss) on investments
Net realized gain (loss) on futures and forward contracts		(1,572,831	)		(2,946,421	)		(8,566,923	)		11,735,085
Net change in unrealized appreciation (depreciation) on futures and forward contracts
		1,748,399			(2,452,818	)		1,556,367			67,469
Net gain (loss) on investments		175,568			(5,399,239	)		(7,010,556	)		11,802,554
Net increase (decrease) in net assets from operations	$	(590,948	)	$	(6,022,612	)	$	(9,230,230	)	$	7,822,374
Net increase (decrease) in net assets from operations per unit (based upon weighted average number of units outstanding during period)	$	(25.22	)	$	(271.05	)	$	(436.83	)	$	292.31
Net increase (decrease) in net assets from operations per unit (based upon change in net asset value per unit during period)
	$	(29.47	)	$	(270.65	)	$	(447.38	)	$	188.86

See accompanying notes to financial statements.

6

QUADRIGA SUPERFUND, L.P. — SERIES A
STATEMENTS OF CHANGES IN NET ASSETS
For the Nine Months Ended September 30,
(Unaudited)

	2009			2008
Increase (Decrease) in net assets from operations
Net investment loss	$	(2,219,674	)	$	(3,980,180	)
Net realized gain (loss) on futures and forward contracts		(8,566,923	)		11,735,085
Net change in unrealized appreciation on futures and forward contracts
		1,556,367			67,469
Net increase (decrease) in net assets from operations		(9,230,230	)		7,822,374
Capital share transactions
Issuance of Units		20,138,149			4,768,309
Redemption of Units		(10,704,730	)		(36,477,314	)
Net increase (decrease) in net assets from capital share transactions		9,433,419			(31,709,005	)
Net increase (decrease) in net assets		203,189			(23,886,631	)
Net assets,beginning of period		34,972,334			57,934,508
Net assets,end of period	$	35,175,523		$	34,047,877
Units,beginning of period		18,098.830			38,975.348
Issuance of Units		11,938.031			2,747.546
Redemption of Units		(6,348.401	)		(21,399.386	)
Units,end of period		23,688.460			20,323.508

See accompanying notes to financial statements.

7

QUADRIGA SUPERFUND, L.P. — SERIES A
STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30,
(Unaudited)

	2009			2008
Cash flows from operating activities
Net increase (decrease) in net assets from operations	$	(9,230,230	)	$	7,822,374
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash provided by (used in) operating activities:
Changes in operating assets and liabilities:
Gross purchases of U.S. government securities		(62,907,793	)		(120,334,035	)
Gross proceeds from sales of U.S. government securities		80,158,355			143,314,323
Amortization of discounts and premiums		27,642			725,369
Due from brokers		(14,637,528	)		2,091,441
Due to affiliate		(300,000	)		(133,276	)
Unrealized appreciation on open forward contracts		(270,277	)		(22,432	)
Futures contracts purchased		(1,644,681	)		672,467
Unrealized depreciation on open forward contracts		243,065			(655,851	)
Futures contracts sold		115,526			(61,653	)
Management fees payable		(1,865	)		(38,888	)
Fees payable		(15,484	)		(78,238	)
Net cash provided by (used in) operating activities		(8,463,270	)		33,301,601
Cash flows from financing activities
Subscriptions, net of change in advance subscriptions		20,138,149			4,768,309
Redemptions, net of redemptions payable		(12,129,921	)		(37,678,144	)
Net cash provided by (used in) financing activities		8,008,228			(32,909,835	)
Net increase (decrease) in cash		(455,042	)		391,766
Cash, beginning of period		810,576			114,554
Cash, end of period	$	355,534		$	506,320
Supplemental disclosure of non-cash financing activities
Redemptions payable	$	289,382		$	1,694,843

See accompanying notes to financial statements.

8

QUADRIGA SUPERFUND, L.P. — SERIES B
STATEMENTS OF ASSETS AND LIABILITIES
September 30, 2009 (Unaudited) and December 31, 2008

	September 30, 2009		December 31, 2008
ASSETS
US Government securities, at fair value (amortized costs of $23,329,592 and $54,825,911 as of September 30, 2009, and December 31, 2008, respectively)	$	23,329,592	$	54,825,911
Due from brokers		30,074,902		5,961,708
Unrealized appreciation on open forward contracts		762,354		44,878
Futures contracts sold		—		407,977
Futures contracts purchased		6,014,780		1,978,090
Cash		1,270,008		668,701
Total assets		61,451,636		63,887,265
LIABILITIES
Unrealized depreciation on open forward contracts		745,068		163,504
Futures contracts sold		150,942		—
Redemptions payable		807,363		2,767,509
Management fees payable		93,183		98,291
Fees payable		195,702		240,910
Total liabilities		1,992,258		3,270,214
NET ASSETS	$	59,459,378	$	60,617,051
Number of Units		34,977.175		23,305.633
Net asset value per Unit	$	1,699.95	$	2,600.96

See accompanying notes to financial statements.

9

QUADRIGA SUPERFUND, L.P. — SERIES B
CONDENSED SCHEDULE OF INVESTMENTS
September 30, 2009 (Unaudited)

			Percentage of
	Face Value		Net Assets			Fair Value
Debt Securities United States, at fair value
United States Treasury Bills due November 27, 2009 (amortized cost $23,329,592), securities are held in margin accounts as collateral for open futures and forwards	$	23,335,000		39.2	%	$	23,329,592
Forward contracts, at fair value
Unrealized appreciation on forward contracts
Currency				1.3			762,354
Total unrealized appreciation on forward contracts				1.3			762,354
Unrealized depreciation on forward contracts
Currency				(1.3	)		(745,068	)
Total unrealized depreciation on forward contracts				(1.3	)		(745,068	)
Total forward contracts, at fair value				0.0	*		17,286
Futures contracts, at fair value
Futures contracts purchased
Currency				2.4			1,419,474
Financial				4.8			2,839,751
Food & Fiber				0.4			265,502
Indices				(0.0)	*		(23,962	)
Metals				2.5			1,514,015
Total futures contracts purchased				10.1			6,014,780
Futures contracts sold
Currency				0.6			368,733
Energy				(0.3	)		(159,275	)
Food & Fiber				1.1			639,494
Indices				0.2			109,193
Livestock				0.2			139,470
Metals				(2.0	)		(1,248,557	)
Total futures contracts sold				(0.2	)		(150,942	)
Total futures contracts, at fair value				9.9	%		5,863,838
Futures and forward contracts by country composition
European Monetary Community				2.1	%	$	1,285,247
Great Britain				1.9			1,131,411
Japan				3.9			2,307,253
United States				2.1			1,232,868
Other				(0.1	)		(75,655	)
Total futures and forward contracts by country				9.9	%	$	5,881,124

* Due to rounding

See accompanying notes to financial statements.

10

QUADRIGA SUPERFUND, L.P. — SERIES B
CONDENSED SCHEDULE OF INVESTMENTS
December 31, 2008

			Percentage of
	Face Value		Net Assets			Fair Value
Debt Securities United States, at fair value
United States Treasury Bills due February 26, 2009 (amortized cost $54,825,911), securities are held in margin accounts as collateral for open futures and forwards	$	54,835,000		90.4	%	$	54,825,911
Forward contracts, at fair value
Unrealized appreciation on forward contracts
Currency				0.1			44,878
Total unrealized appreciation on forward contracts				0.1			44,878
Unrealized depreciation on forward contracts
Currency				(0.3	)		(163,504	)
Total unrealized depreciation on forward contracts				(0.3	)		(163,504	)
Total forward contracts, at fair value				(0.2	)		(118,626	)
Futures contracts, at fair value
Futures contracts purchased
Currency				0.5			282,349
Financial				2.5			1,535,102
Food & Fiber				0.2			91,596
Indices				0.1			69,043
Total futures contracts purchased				3.3			1,978,090
Futures contracts sold
Currency				0.2			101,335
Energy				0.5			319,932
Financial				(0.1	)		(30,335	)
Livestock				0.1			64,110
Indices				(0.1	)		(85,438	)
Food & Fiber				(0.2	)		(144,632	)
Metals				0.3			183,005
Total futures contracts sold				0.7			407,977
Total futures contracts, at fair value				4.0	%		2,386,067
Futures and forward contracts by country composition
European Monetary Union				0.7			425,341
Great Britain				0.5			291,376
United States				1.9			1,142,037
Other				0.7			408,687
Total futures and forward contracts by country				3.8	%	$	2,267,441

* Due to rounding

See accompanying notes to financial statements.

11

QUADRIGA SUPERFUND, L.P. — SERIES B
STATEMENTS OF OPERATIONS
(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Investment income
Interest income	$	11,475		$	234,976		$	59,119		$	633,188
Total income		11,475			234,976			59,119			633,188
Expenses
Selling commission		565,705			514,910			1,825,381			1,382,252
Management fee		261,638			238,146			844,238			639,292
Ongoing offering expenses		141,426			128,727			456,345			345,563
Operating expenses		21,214			19,309			68,452			51,834
Incentive fee		—			—			301,233			3,831,165
Brokerage commissions		460,024			294,619			1,145,959			874,431
Other		3,013			12,815			19,024			16,661
Total expenses		1,453,020			1,208,526			4,660,632			7,141,198
Net investment loss		(1,441,545	)		(973,550	)		(4,601,513	)		(6,508,010	)
Realized and unrealized gain (loss) on investments
Net realized gain (loss) on futures and forward contracts		(4,459,329	)		(6,774,348	)		(25,265,671	)		8,513,880
Net change in unrealized appreciation (depreciation) on futures and forward contracts		4,264,688			(4,851,385	)		3,613,683			1,057,804
Net gain (loss) on investments		(194,641	)		(11,625,733	)		(21,651,988	)		9,571,684
Net increase (decrease) in net assets from operations	$	(1,636,186	)	$	(12,599,283	)	$	(26,253,501	)	$	3,063,674
Net increase (decrease) in net assets from operations per unit (based upon weighted average number of units outstanding during period)	$	(47.24	)	$	(511.52	)	$	(869.39	)	$	146.07
Net increase (decrease) in net assets from operations per unit (based upon change in net asset value per unit during period)	$	(53.76	)	$	(540.12	)	$	(901.01	)	$	278.51

See accompanying notes to financial statements.

12

QUADRIGA SUPERFUND, L.P. — SERIES B
STATEMENTS OF CHANGES IN NET ASSETS
For the Nine Months Ended September 30,
(Unaudited)

	2009			2008
Increase (decrease) in net assets from operations
Net investment loss	$	(4,601,513	)	$	(6,508,010	)
Net realized gain (loss) on futures and forward contracts		(25,265,671	)		8,513,880
Net change in unrealized appreciation on futures and forward contracts		3,613,683			1,057,804
Net increase (decrease) in net assets from operations		(26,253,501	)		3,063,674
Capital share transactions
Issuance of Units		39,218,868			30,269,792
Redemption of Units		(14,123,040	)		(6,890,026	)
Net increase in net assets from capital share transactions		25,095,828			23,379,766
Net increase (decrease) in net assets		(1,157,673	)		26,443,440
Net assets,beginning of period		60,617,051			25,855,147
Net assets,end of period	$	59,459,378		$	52,298,587
Units,beginning of period		23,305.633			14,568.812
Issuance of Units		18,082.552			14,166.071
Redemption of Units		(6,411.010	)		(3,263.085	)
Units,end of period		34,977.175			25,471.798

See accompanying notes to financial statements.

13

QUADRIGA SUPERFUND, L.P. — SERIES B
STATEMENTS OF CASH FLOWS
For the Nine Months Ended September 30,
(Unaudited)

	2009			2008
Cash flows from operating activities
Net increase (decrease) in net assets from operations	$	(26,253,501	)	$	3,063,674
Adjustments to reconcile net increase (decrease) in net assets from operations to net cash used in operating activities:
Changes in operating assets and liabilities:
Gross purchases of U.S. government securities		(108,196,503	)		(122,002,215	)
Gross sales of U.S. government securities		139,642,182			105,669,394
Amortization of discounts and premiums		50,640			520,274
Due from brokers		(24,113,194	)		(8,461,345	)
Due from affiliate		—			133,276
Unrealized appreciation on open forward contracts		(717,476	)		(459,962	)
Futures contracts purchased		(4,036,690	)		877,783
Unrealized depreciation on open forward contracts		581,564			43,220
Futures contracts sold		558,919			(1,518,845	)
Management fees payable		(5,108	)		39,315
Fees payable		(45,208	)		192,526
Net cash used in operating activities		(22,534,375	)		(21,902,905	)
Cash flows from financing activities
Subscriptions, net of change in advance subscriptions		39,218,868			30,269,792
Redemptions, net of redemptions payable		(16,083,186	)		(7,985,906	)
Net cash provided by financing activities		23,135,682			22,283,886
Net increase in cash		601,307			380,981
Cash, beginning of period		668,701			73,375
Cash, end of period	$	1,270,008		$	454,356
Supplemental disclosure of noncash financing activities:
Redemptions payable	$	807,363		$	996,594

See accompanying notes to financial statements.

14

QUADRIGA SUPERFUND, L.P. — SERIES A AND B
NOTES TO FINANCIAL STATEMENTS
September 30, 2009
(Unaudited)

QUADRIGA SUPERFUND, L.P. — SERIES A AND B

1. Nature of operations

Organization and Business

Quadriga Superfund, L.P., a Delaware Limited Partnership (the “Fund), commenced operations on November 5, 2002. The Fund was organized to trade speculatively in United States and international commodity futures markets using a strategy developed by Superfund Capital Management, Inc., the general partner and trading manager of the Fund (“Superfund Capital Management”). The Fund has issued two series of units of limited partnership interest (“Units”), Series A and Series B (each a “Series”). Series A and Series B are traded and managed the same way, with the exception of the degree of leverage.

The term of the Fund shall continue until December 31, 2050, unless terminated earlier by Superfund Capital Management or by operation of the law or a decline in the aggregate net assets of such series to less than $500,000.

2. Basis of presentation and significant accounting policies

Basis of Presentation

The unaudited financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and accounting principles generally accepted in the United States of America with respect to the Form 10-Q and reflect all adjustments which in the opinion of management are normal and recurring, and which are necessary for a fair statement of the results of interim periods presented. It is suggested that these financial statements be read in conjunction with the financial statements and the related notes included in the Fund’s Annual Report on Form 10-K for the year ended December 31, 2008. Certain reclassifications of the December 31, 2008, data pertaining to the Statements of Assets and Liabilities have been made to conform to the September 30, 2009, presentation.

Valuation of Investments in Futures Contracts, Forward Contracts, and U.S Treasury Bills

All commodity interests (including derivative financial instruments and derivative commodity instruments) are used for trading purposes. The commodity interests are recorded on a trade date basis and open contracts are recorded in the statements of assets and liabilities at fair value based upon market quotes on the last business day of the period. Exchange-traded futures contracts are valued at settlement prices published by the recognized exchange. Any spot and forward foreign currency contracts held by the Fund will be valued at published settlement prices or at dealers’ quotes. The Fund uses the amortized cost method for valuing the U.S. Treasury Bills due to the short term nature of such investments; accordingly, the cost of securities plus accreted discount, or minus amortized premium approximates fair value.

Translation of Foreign Currency

Assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the period end exchange rates. Purchases and sales of investments and income and expenses that are denominated in foreign currencies are translated into U.S. dollar amounts on the transaction date. Adjustments arising from foreign currency transactions are reflected in the statements of operations.

The Fund does not isolate that portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations from changes in market prices of investments held. Such fluctuations are included in net gain (loss) on investments in the statements of operations.

15

Investment Transactions, Investment Income and Expenses

Investment transactions are accounted for on a trade-date basis. Interest income and expenses are recognized on the accrual basis.

Income Taxes

The Fund does not record a provision for U.S. income taxes because the partners report their share of the Fund’s income or loss on their returns. The financial statements reflect the Fund’s transactions without adjustment, if any, required for income tax purposes.

Superfund Capital Management has evaluated the application of Accounting Standards Codification (“ASC”) 740 to the Fund, and has determined whether or not there are uncertain tax positions that require financial statement recognition. Based on this evaluation, the Fund has determined no reserves for uncertain tax position are required to be recorded as a result of the application of ASC 740. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. As a result, no income tax liability or expense has been recorded in the accompanying financial statements. The 2006 through 2009 tax years generally remain subject to examination by the U.S. federal and most state tax authorities.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Superfund Capital Management to make estimates and assumptions that affect the assets, liabilities, income and expenses, as well as the other disclosures in the financial statements. Actual results could differ from those estimates.

Recently Issued Accounting Pronouncements

ASC 105.10.05

In June 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Accounting Standards Codification (“ASC”) 105.10.05,Generally Accepted Accounting Principles(“ASC 105.10.05”). ASC 105.10.05 establishes the FASB ASC as the single source of authoritative generally accepted accounting principles (“GAAP”). Pursuant to the provisions of ASC 105.10.05, the Fund has updated references to GAAP in its financial statements issued subsequent to September 15, 2009. The adoption of ASC 105.10.05 did not have any impact on the Fund’s results of operations, financial condition or cash flows.

ASC 810

In June 2009, FASB issued ASC 810,Consolidation(“ASC 810”). ASC 810 changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting rights should be consolidated. The determination of whether a company is required to consolidate an entity is based on an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. ASC 810 is effective for annual reporting periods ending after November 15, 2009. Superfund Capital Management is currently evaluating the impact of ASC 810 on the Fund’s financial statements.

3. Fair Value Measurements

The Fund follows ASC 820,Fair Value Measurements. ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

16

Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
Level 2	Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly;
Level 3	Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. In determining fair value, the Fund separates its financial instruments into two categories: U.S. government securities and derivative contracts.

U.S. Government Securities.The Fund’s only market exposure in instruments held other than for trading is in its U.S. Treasury Bill portfolio. As the Fund uses the amortized cost method for valuing its U.S. Treasury Bill portfolio, which approximates fair value, this portfolio is classified within level 2 of the fair value hierarchy.

Derivative Contracts.Derivative contracts can be exchange-traded or over-the-counter (“OTC”). Exchange-traded derivatives typically fall within level 1 or level 2 of the fair value hierarchy depending on whether they are deemed to be actively traded or not. The Fund has exposure to exchange-traded derivative contracts through the Fund’s trading of exchange-traded futures contracts. The Fund’s exchange-traded futures contract positions are valued daily at settlement prices published by the applicable exchanges. In such cases, provided they are deemed to be actively traded, exchange-traded derivatives are classified within level 1 of the fair value hierarchy. Less actively traded exchange-traded derivatives fall within level 2 of the fair value hierarchy.

OTC derivatives are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, model calibration to market-clearing transactions, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument as well as the availability of pricing information in the market. For OTC derivatives that trade in liquid markets, such as generic forwards and swaps, model inputs can generally be verified and model selection does not involve significant management judgment. The OTC derivatives held by the Fund include forwards and swaps. Spot and forward foreign currency contracts held by the Fund are valued at published daily settlement prices or at dealers’ quotes. The Fund’s forward and swap positions are typically classified within level 2 of the fair value hierarchy. As of and during the quarter ended September 30, 2009, the Fund held no derivative contracts valued using level 3 inputs.

Certain OTC derivatives trade in less liquid markets with limited pricing information, and the determination of fair value for these derivatives is inherently more difficult. Such instruments are classified within level 3 of the fair value hierarchy. Where the Fund does not have corroborating market evidence to support significant model inputs and cannot verify the model to market transactions, transaction price is initially used as the best estimate of fair value. Accordingly, when a pricing model is used to value such an instrument, the model is adjusted so that the model value at inception equals the transaction price. The valuations of these less liquid OTC derivatives are typically based on level 1 and/or level 2 inputs that can be observed in the market, as well as unobservable level 3 inputs. Subsequent to initial recognition, the Fund updates the level 1 and level 2 inputs to reflect observable market changes, with resulting gains and losses reflected within level 3. Level 3 inputs are only changed when corroborated by evidence such as similar market transactions, third-party pricing services and/or broker or dealer quotations, or other empirical market data. In circumstances where the Fund cannot verify the model value to market transactions, it is possible that a different valuation model could produce a materially different estimate of fair value. The Fund attempts to avoid holding less liquid OTC derivatives. However, once held, the market for any particular derivative contract could become less liquid during the holding period.

The following tables summarize the valuation of the Fund’s assets and liabilities by the ASC 820 fair value hierarchy as of December 31, 2008, and September 30, 2009:

17

Series A:

	Balance
	September 30, 2009		Level 1		Level 2		Level 3
ASSETS
U.S. Government securities	$	14,216,725	$	—	$	14,216,725	$	—
Unrealized appreciation on open forward contracts		281,415		—		281,415		—
Futures contracts purchased		2,380,210		2,380,210		—		—
Total Assets Measured at Fair Value	$	16,878,350	$	2,380,210	$	14,498,140	$	—
LIABILITIES
Unrealized depreciation on open forward contracts	$	286,401	$	—	$	286,401	$	—
Futures contracts sold		6,196		6,196		—		—
Total Liabilities Measured at Fair Value	$	292,597	$	6,196	$	286,401	$	—

Series B:

	Balance
	September 30, 2009		Level 1		Level 2		Level 3
ASSETS
U.S. Government securities	$	23,329,592	$	—	$	23,329,592	$	—
Unrealized appreciation on open forward contracts		762,354		—		762,354		—
Futures contracts purchased		6,014,780		6,014,780		—		—
Total Assets Measured at Fair Value	$	30,106,726	$	6,014,780	$	24,091,946	$	—

18

	Balance
	September 30, 2009		Level 1		Level 2		Level 3
LIABILITIES
Unrealized depreciation on open forward contracts	$	745,068	$	—	$	745,068	$	—
Futures contracts sold		150,942		150,942		—		—
Total Liabilities Measured at Fair Value	$	896,010	$	150,942	$	745,068	$	—

Series A:

	Balance
	December 31, 2008		Level 1		Level 2		Level 3
ASSETS
U.S. Government securities	$	31,494,929	$	—	$	31,494,929	$	—
Unrealized appreciation on open forward contracts		11,138		—		11,138		—
Futures contracts purchased		735,529		735,529		—		—
Futures contracts sold		109,330		109,330
Total Assets Measured at Fair Value	$	32,350,926	$	844,859	$	31,506,067	$	—
LIABILITIES
Unrealized depreciation on open forward contracts	$	43,336	$	—	$	43,336	$	—
Total Liabilities Measured at Fair Value	$	43,336	$	—	$	43,336	$	—

19

Series B:

	Balance
	December 31, 2008		Level 1		Level 2		Level 3
ASSETS
U.S. Government securities	$	54,825,911	$	—	$	54,825,911	$	—
Unrealized appreciation on open forward contracts		44,878		—		44,878		—
Futures contracts purchased		1,978,090		1,978,090		—		—
Futures contracts sold		407,977		407,977
Total Assets Measured at Fair Value	$	57,256,856	$	2,386,067	$	54,870,789	$	—
LIABILITIES
Unrealized depreciation on open forward contracts	$	163,504	$	—	$	163,504	$	—
Total Liabilities Measured at Fair Value	$	163,504	$	—	$	163,504	$	—

4. Disclosure of derivative instruments and hedging activities

The Fund follows ASC 815,Disclosures about Derivative Instruments and Hedging Activities(“ASC 815”). The provisions of ASC 815 are effective for fiscal years beginning after November 15, 2008. ASC 815 is intended to improve financial reporting for derivative instruments by requiring enhanced disclosure that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity’s results of operations and financial position.

Derivative instruments held by the Fund do not qualify as derivative instruments held as hedging instruments, as defined in ASC 815. Instead, the Fund includes derivative instruments in its trading activity. Per the requirements of ASC 815, the Fund discloses the gains and losses on its trading activities for both derivative and nonderivative instruments in the Statement of Operations for each Series.

The Fund engages in the speculative trading of forward contracts in currency and futures contracts in a wide range of commodities, including equity markets, interest rates, food and fiber, energy, livestock and metals. ASC 815 requires entities to recognize all derivatives instruments as either assets or liabilities at fair value in the statement of financial position. Investments in forward contracts and commodity futures contracts are recorded in the Statements of Assets and Liabilities as “unrealized appreciation or depreciation on open forward contracts and futures contracts purchased and futures contracts sold.” Since the derivatives held or sold by the Fund are for speculative trading purposes, the derivative instruments are not designated as hedging instruments under the provisions of ASC 815. Accordingly, all realized gains and losses, as well as any change in net unrealized gains or losses on open positions from the preceding period, are recognized as part of the Fund’s trading profits and losses in the Statements of Operations.

20

Superfund Capital Management believes futures and forwards trading activity expressed as a percentage of net assets is indicative of trading activity. Information concerning the fair value of the Fund’s derivatives held long or sold short, including information related to the volume of the Fund’s derivative activity, is as follows:

Series A:

	As of September 30, 2009
	Long Positions Gross Unrealized										Short Position Gross Unrealized
			% of					% of					% of					% of			Net Unrealized
			Net					Net					Net					Net			Gain (Loss) on
	Gains		Assets		Losses			Assets			Gains		assets		Losses			Assets			Open Positions
Foreign Exchange	$	245,600		0.7	$	(9,324	)		(0.0)	*	$	35,815		0.1	$	(277,077	)		(0.8	)	$	(4,986	)
Currency		564,185		1.6		(112	)		(0.0)	*		158,588		0.5		(11,051	)		(0.0)	*		711,610
Financial		1,220,494		3.5		(95,603	)		(0.3	)		—		—		—			—			1,124,891
Food & Fiber		107,844		0.3		(6,945	)		(0.0)	*		276,827		0.8		(35,611	)		(0.1	)		342,115
Indices		19,620		0.1		(32,093	)		(0.1	)		54,183		0.2		(11,160	)		(0.0)	*		30,550
Metals		643,700		1.8		(40,880	)		(0.1	)		—		—		(443,472	)		(1.3	)		159,348
Livestock		—		—		—			—			56,650		0.2		(1,440	)		(0.0)	*		55,210
Energy		—		—		—			—			195,033		0.6		(244,743	)		(0.7	)		(49,710	)
Totals	$	2,801,443		8.0	$	(184,957	)		(0.5	)	$	777,096		2.4	$	(1,024,554	)		(2.9	)	$	(2,369,028	)

* Due to rounding

Series A trading results by market sector

	For the three months ended September 30, 2009
				Change in Net
	Net Realized			Unrealized			Net Trading
	Gain (Losses)			Gains (Losses)			Gains (Losses)
Foreign Exchange	$	(403,423	)	$	76,366		$	(327,057	)
Currency		(761,894	)		733,762			(28,132	)
Financial		657,336			408,426			1,065,762
Food & Fiber		104,660			9,777			114,437
Indices		(1,176,553	)		247,613			(928,940	)
Metals		(800,340	)		643,882			(156,458	)
Livestock		205,680			(68,350	)		137,330
Energy		601,703			(303,077	)		298,626
Total net trading gains (losses)	$	(1,572,831	)	$	1,748,399		$	175,568

	For the nine months ended September 30, 2009
				Change in Net
	Net Realized			Unrealized			Net Trading
	Gain (Losses)			Gains (Losses)			Gains (Losses)
Foreign Exchange	$	(1,103,932	)	$	27,212		$	(1,076,720	)
Currency		(1,836,866	)		572,449			(1,264,417	)
Financial		(341,791	)		615,063			273,272
Food & Fiber		(578,613	)		349,080			(229,533	)
Indices		(1,781,985	)		14,781			(1,767,204	)
Metals		(1,320,104	)		84,213			(1,235,891	)
Livestock		185,040			31,810			216,850
Energy		(1,788,672	)		(138,241	)		(1,926,913	)
Total net trading gains (losses)	$	(8,566,923	)	$	1,556,367		$	(7,010,556	)

21

Series B:

	As of September 30, 2009
	Long Positions Gross Unrealized										Short Position Gross Unrealized
																					Net
																					Unrealized
			% of					% of					% of					% of			Gain (Loss)
			Net					Net					Net					Net			on Open
	Gains		Assets		Losses			Assets			Gains		assets		Losses			Assets			Positions
Foreign Exchange	$	667,147		1.1	$	(28,146	)		(0.0)	*	$	95,207		0.2	$	(716,922	)		(1.2	)	$	17,286
Currency		1,420,136		2.4		(662	)		(0.0)	*		397,463		0.7		(28,730	)		(0.0)	*		1,788,207
Financial		3,084,631		5.2		(244,880	)		(0.4	)		—		—		—			—			2,839,751
Food & Fiber		285,632		0.5		(20,130	)		(0.0)	*		728,163		1.2		(88,669	)		(0.1	)		904,996
Indices		55,046		0.1		(79,008	)		(0.1	)		141,669		0.2		(32,476	)		(0.1	)		85,231
Metals		1,619,070		2.7		(105,055	)		(0.2	)		—		—		(1,248,557	)		(2.1	)		265,458
Livestock		—		—		—			—			141,120		0.2		(1,650	)		(0.0)	*		139,470
Energy		—		—		—			—			528,568		0.9		(687,843	)		(1.2	)		(159,275	)
Totals	$	7,131,662		12.0	$	(477,881	)		(0.7	)	$	2,032,190		3.4	$	(2,804,847	)		(4.7	)	$	5,881,124

* Due to rounding

Series B trading results by market sector

	For the three months ended September 30, 2009
				Change in Net
	Net Realized			Unrealized			Net Trading
	Gain (Losses)			Gains (Losses)			Gains (Losses)
Foreign Exchange	$	(1,093,989	)	$	235,703		$	(858,286	)
Currency		(2,030,970	)		1,844,372			(186,598	)
Financial		1,713,401			946,775			2,660,176
Food & Fiber		272,848			26,738			299,586
Indices		(3,164,392	)		671,663			(2,492,729	)
Metals		(2,148,270	)		1,554,573			(593,697	)
Livestock		529,620			(183,800	)		345,820
Energy		1,462,423			(831,336	)		631,087
Total net trading gains (losses)	$	(4,459,329	)	$	4,264,688		$	(194,641	)

	For the nine months ended September 30, 2009
				Change in Net
	Net Realized			Unrealized			Net Trading
	Gain (Losses)			Gains (Losses)			Gains (Losses)
Foreign Exchange	$	(3,376,565	)	$	135,912		$	(3,240,653	)
Currency		(5,145,643	)		1,404,523			(3,741,120	)
Financial		(873,957	)		1,334,984			461,027
Food & Fiber		(1,850,629	)		958,032			(892,597	)
Indices		(5,281,516	)		101,626			(5,179,890	)
Metals		(3,973,282	)		82,453			(3,890,829	)
Livestock		500,040			75,360			575,400
Energy		(5,264,119	)		(479,207	)		(5,743,326	)
Total net trading gains (losses)	$	(25,265,671	)	$	3,613,683		$	(21,651,988	)

22

5. Due from/to brokers

Due from brokers consists of proceeds from securities sold. Amounts due from brokers may be restricted to the extent that they serve as deposits for securities sold short. Amounts due to brokers, if any, represent margin borrowings that are collateralized by certain securities.

In the normal course of business, all of the Fund’s marketable securities transactions, money balances and marketable security positions are transacted with brokers. The Fund is subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf. Superfund Capital Management monitors the financial condition of such brokers and does not anticipate any losses from these counterparties.

6. Allocation of net profits and losses

In accordance with the Fund’s Third Amended and Restated Limited Partnership Agreement (the “Limited Partnership Agreement”), net profits and losses of the Fund are allocated to partners according to their respective interests in the Fund as of the beginning of each month.

Advance subscriptions represent cash received prior to the balance sheet date for subscriptions of the subsequent month and do not participate in the earnings of the Fund until the following month.

7. Related party transactions

Superfund Capital Management shall be paid a management fee equal to one-twelfth of 1.85% of month end net assets (1.85% per annum), ongoing offering expenses equal to one-twelfth of 1% of month end net assets (1% per annum), not to exceed the amount of actual expenses incurred, and monthly operating expenses equal to one-twelfth of 0.15% of month end net assets (0.15% per annum). In accordance with the Prospectus dated February 9, 2009, included within the Registration Statement on Form S-1 (File No. 333-136804 as subsequently supplemented), Superfund USA, Inc., an entity related to Superfund Capital Management by common ownership, shall be paid selling commissions equal to 4% of the month-end net asset value per Unit (one-twelfth of 4% per month). However, the maximum cumulative selling commission per Unit is limited to 10% of the initial public offering price of such Unit.

Superfund Capital Management will also be paid a monthly performance fee equal to 25% of the new appreciation without respect to interest income. Trading losses will be carried forward and no further performance fee may be paid until the prior losses have been recovered.

8. Financial highlights

Financial highlights for the period January 1 through September 30 are as follows:

	2009						2008
	Series A			Series B			Series A			Series B
Total return before incentive fees*		(23.2	)%		(34.3	)%		18.2	%		25.3	%
Incentive fees*		0.0	%		0.03	%		5.5	%		9.6	%
Total return after incentive fees*		(23.2	)%		(34.6	)%		12.7	%		15.7	%

23

	2009						2008
	Series A			Series B			Series A			Series B
Ratios to average partners’ capital **
Operating expenses before incentive fees		8.6	%		9.5	%		8.6	%		10.2	%
Incentive fees		0.0	%		0.7	%		3.8	%		8.8	%
Total expenses		8.6	%		10.2	%		12.4	%		19.0	%
Net investment loss before incentive fees		(8.5	)%		(9.4	)%		(6.3	)%		(8.2	)%
Net asset value per unit, beginning of period	$	1,932.30			2,600.96		$	1,486.44		$	1,774.69
Net investment loss		(106.20	)		(154.92	)		(147.95	)		(309.47	)
Net gain (loss) on investments		(341.18	)		(746.09	)		336.81			587.98
Net asset value per unit, end of period	$	1,484.92		$	1,699.95		$	1,675.30		$	2,053.20

*	Not annualized
**	Annualized, except for incentive fees

Financial highlights for the period July 1 through September 30 are as follows:

	2009						2008
	Series A			Series B			Series A			Series B
Total return before incentive fees*		(1.9	)%		(3.1	)%		(13.9	)%		(20.8	)%
Incentive fees*		0.0	%		0.0	%		0.0	%		0.0	%
Total return after incentive fees*		(1.9	)%		(3.1	)%		(13.9	)%		(20.8	)%
Ratios to average partners’ capital **
Operating expenses before incentive fees		9.1	%		10.2	%		8.2	%		9.1	%
Incentive fees		0.0	%		0.0	%		0.0	%		0.0	%
Total expenses		9.1	%		10.2	%		8.2	%		9.1	%
Net investment loss before incentive fees		(9.0	)%		(10.2	)%		(6.4	)%		(7.3	)%
Net asset value per unit, beginning of period	$	1,514.39		$	1,753.71		$	1,945.95		$	2,593.32
Net investment loss		(33.14	)		(42.38	)		(28.05	)		(39.52	)
Net loss on investments		3.67			(11.38	)		(242.60	)		(500.60	)
Net asset value per unit, end of period	$	1,484.92		$	1,699.95		$	1,675.30		$	2,053.20

*	Not annualized
**	Annualized, except for incentive fees

Financial highlights are calculated for each series taken as a whole. An individual partner’s return, per unit data, and ratios may vary based on the timing of capital transactions.

9. Financial instrument risk

In the normal course of its business, the Fund is party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. 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 a future obligation or loss. These financial instruments may include forwards, futures and options, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash flows, to purchase or sell other financial instruments at specific terms at specific future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange or OTC. Exchange- traded instruments are standardized and include futures and certain option contracts. OTC contracts are negotiated

24

between contracting parties and include forwards and certain options. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange-traded instruments because of the greater risk of default by the counterparty to an OTC contract.

For Series A, gross unrealized gains and losses related to exchange traded futures were $3,297,124 and ($923,110), respectively, and gross unrealized gains and losses related to non-exchange traded forwards were $281,415 and ($286,401), respectively, at September 30, 2009.

For Series B, gross unrealized gains and losses related to exchange traded futures were $8,401,498 and ($2,537,660), respectively, and gross unrealized gains and losses related to non-exchange traded forwards were $762,354 and ($745,068), respectively, at September 30, 2009.

Market risk is the potential for changes in the value of the financial instruments traded by the Fund due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity or security prices. In entering into these contracts, there exists a market risk that such contracts may be significantly influenced by conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the futures interest positions at the same time, and Superfund Capital Management was unable to offset such positions, the Fund could experience substantial losses.

Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. Credit risk with respect to exchange-traded instruments is reduced to the extent that an exchange or clearing organization acts as a counterparty to the transactions. The Fund’s risk of loss in the event of counterparty default is typically limited to the amounts recognized in the statements of assets and liabilities and not represented by the contract or notional amounts of the instruments. As the Fund’s assets are held in segregated accounts with futures commission merchants, the Fund has credit risk and concentration risk. The Fund’s futures commission merchants are currently ADM Investor Services, Inc., Barclays Capital Inc., Newedge Alternative Strategies, Inc., and Rosenthal Collins Group LLC.

Superfund Capital Management monitors and controls the Fund’s risk exposure on a daily basis through financial, credit and risk management monitoring systems, and accordingly believes that it has effective procedures for evaluating and limiting the credit and market risks to which the Fund is subject. These monitoring systems allow Superfund Capital Management to statistically analyze actual trading results with risk adjusted performance indicators and correlation statistics. In addition, on-line monitoring systems provide account analysis of futures and forward positions by sector, margin requirements, gain and loss transactions, and collateral positions.

The majority of these futures and forwards mature within one year of September 30, 2009. However, due to the nature of the Fund’s business, these instruments may not be held to maturity.

10. Subscriptions and redemptions

Investors must submit subscriptions at least five business days prior to the applicable month-end closing date and they will be accepted once payments are received and cleared. All subscriptions funds are required to be promptly transmitted to HSBC Bank USA, as escrow agent. Subscriptions must be accepted or rejected by Superfund Capital Management within five business days of receipt, and the settlement date for the deposit of subscription funds in escrow must be within five business days of acceptance. No fees or costs will be assessed on any subscription while held in escrow, irrespective of whether the subscription is accepted or subscription funds returned.

A limited partner of a Series may request any or all of his investment in such Series be redeemed by such Series at the net asset value of a Unit within such Series as of the end of the month, subject to a minimum redemption of $1,000 and subject further to such limited partner having an investment in such Series, after giving effect to the requested redemption, at least equal to the minimum initial investment amount of $5,000. Limited partners must transmit a written request of such redemption to Superfund Capital Management not less than five business days prior to the end of the month (or such shorter period as permitted by Superfund Capital Management) as of which redemption is to be effective. Redemptions will generally be paid within 20 days after the effective date of the redemption. However, in special circumstances, including, but not limited to, inability to liquidate dealers’ positions as of a redemption date or default or delay in payments due to each Series from clearing brokers, banks or other persons or

25

entities, each Series may in turn delay payment to persons requesting redemption of the proportionate part of the net assets of each Series represented by the sums that are the subject of such default or delay. The Fund’s prospectus provides “if the net asset value per Unit within a Series as of the end of any business day declines by 50% or more from either the prior year-end or the prior month-end Unit value of such Series, Superfund Capital Management will suspend trading activities, notify all Limited Partners within such Series of the relevant facts within seven business days and declare a special redemption period.”

11. Subsequent events

Superfund Capital Management has evaluated the impact of all subsequent events on the Fund through November 16, 2009, the date the financial statements were issued, and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements other than the following disclosure:

As discussed in footnote 10, if the net asset value per Unit within a Series as of the end of any business day declines by 50% or more from either the prior year-end or the prior month-end Unit value of such Series, Superfund Capital Management will suspend trading activities, notify all Limited Partners within such Series of the relevant facts within seven business day and declare a special redemption period. Superfund Capital Management estimated that as of November 16, 2009, the net asset value per unit was $1,536 representing a decline of 40.94% since the prior year-end.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

INTRODUCTION

The Fund commenced the offering of its Units on October 22, 2002. The initial offering terminated on October 31, 2002, and the Fund commenced operations on November 5, 2002. The continuing offering period commenced at the termination of the initial offering period and is ongoing. For the quarter ended September 30, 2009, subscriptions totaling $14,954,847 have been accepted and redemptions over the same period totaled $3,659,174.

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. This may affect the Fund’s ability to initiate new positions or close existing ones or may prevent it from having orders executed. Futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent the Fund from promptly liquidating unfavorable positions and subject the Fund to substantial losses, which could exceed the margin initially committed to such trades. In addition, even if futures prices have not moved the daily limit, the Fund may not be able to execute futures trades at favorable prices if little trading in such contracts is taking place.

Trading in forward contracts introduces a possible further impact on liquidity. Because such contracts are executed “off exchange” between private parties, the time required to offset or “unwind” these positions may be greater than that for regulated instruments. This potential delay could be exacerbated to the extent a counterparty is not a United States person.

Other than these limitations on liquidity, which are inherent in the Fund’s futures trading operations, the Fund’s assets are expected to be highly liquid.

CAPITAL RESOURCES

The Fund will raise additional capital only through the sale of Units offered pursuant to the continuing offering and does not intend to raise any capital through borrowings. Due to the nature of the Fund’s business, it will make no capital expenditures and will have no capital assets which are not operating capital or assets.

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RESULTS OF OPERATIONS

Three Months ended September 30, 2009

Series A:

Net results for the quarter ended September 30, 2009, were a loss of 1.95% in net asset value compared to the preceding quarter. In this period, Series A experienced a net decrease in net assets from operations of $590,948. This loss consisted of interest income of $7,733, trading gains of $175,568, and total expenses of $774,249. Expenses included $157,292 in management fees, $85,022 in ongoing offering expenses, $12,754 in operating expenses, $340,090 in selling commissions, $175,399 in brokerage commissions, and $3,692 in other expenses. At September 30, 2009, and June 30, 2009, the net asset value per Unit of Series A was $1,484.92 and $1,514.39, respectively.

Series B:

Net results for the quarter ended September 30, 2009, were a loss of 3.07% in net asset value compared to the preceding quarter. In this period, Series B experienced a net decrease in net assets from operations of $1,636,186. This decrease consisted of interest income of $11,475, trading losses of $194,641, and total expenses of $1,453,020. Expenses included $261,638 in management fees, $141,426 in ongoing offering expenses, $21,214 in operating expenses, $565,705 in selling commissions, $460,024 in brokerage commissions, and $3,013 in other expenses. At September 30, 2009, and June 30, 2009, the net asset value per Unit of Series B was $1,699.95 and $1,753.17, respectively.

Fund results for 3^rd Quarter 2008:

In September, world bond markets finished on the upside after better than expected economic data was discounted as several global central banks weighed the withdrawal of economic stimulus packages. These conditions led the Fund’s long positions in the bond sector to an overall gain. Global short-term interest rate futures continued their strong upward trend as inflation fears weakened and sustainability of the economic recovery came into question. Three month eurodollar futures extended their upside move after the Federal Open Market Committee kept rates at record lows in an effort to combat a 26-year high in unemployment. The Fund’s long positions produced gains in the interest rates sector. The U.S. dollar established new lows for the year in September, falling 2.0% as investors around the world aggressively borrowed the low yielding currency to finance purchases of assets in countries offering higher yields. Emerging South American currencies continued to shine due to their relatively high yields. The Colombian peso and Brazilian real finished 6.8% and 6.0% higher, respectively. The Fund’s short positions in the U.S. dollar led to gains in the currencies sector. November crude oil contracts finished near unchanged as existing homes sales and consumer confidence came in well below expectations. Crude inventories continued to expand as demand remained weak. The Fund’s short energy positions produced losses on the month. December gold futures finished 5.9% higher, closing above the significant $1,000 mark. December silver futures also attracted investment demand, finishing 11.6% higher on the month. The Fund’s long metals positions produced an overall gain.

In August, world bond markets moved steadily higher as perceptions surrounding economic data shifted. U.S. Treasury bonds attracted steady buying in the latter half of the month as retail sales missed forecasts and producer prices fell more than expected. These developments led the Fund’s long positions in the interest rate sector to an overall gain. The U.S. dollar remained near its lows for the year as risk appetite remained elevated, while the British pound and Canadian dollar finished down 2.5% and 1.1%, respectively. The Fund’s short positions in U.S. dollar led to an overall gain. Crude oil finished down 1.7%, while natural gas lost 23.3%. The Fund’s short positions in the energy sector lead to an overall gain. October gold continued to trade sideways between $900-$1,000, while London copper, nickel and lead finished 12.6%, 6.7% and 12.2% higher, respectively. The Fund’s short positions in the metals sector led to an overall loss. Hog futures continued their steady drive lower, finishing down 10.5%. Sugar and coffee finished 30.1% and 7.6% higher, respectively. The Fund’s mix of long and short positions in the agriculture sector resulted in an overall gain.

In July, global stock markets continued to advance as many markets rose to new multi-month highs. China’s Shenzen 300 finished 15.0% higher, while Germany’s DAX, London’s FTSE and France’s CAC40 established new highs, rising between 8.0% and 11.0%. Short positions in the stock indices sector produced relatively large losses for

27

the month. The Canadian dollar surged, finishing 7.0% higher, and the Norwegian krona, Brazilian real and Australian dollar finished 5%, 4.4% and 3.6% higher, respectively. These conditions led the Fund’s long positions in the U.S. dollar to an overall loss. Gold gained slightly in July as investors continued to search for conviction on short-term price action. U.S. dollar weakness combined with an inflationary Producer Price Index report caused December gold futures to experience a 2.8% gain. Industrial metals continued to trend higher with London copper leading the way, finishing 15.2% higher. The Fund’s short positions in metals led to an overall loss.

For the third quarter of 2009, the most profitable market sector for the Fund on an overall basis was the interest rates sector, while the greatest losses resulted from the Fund’s positions in the stock indices sector.

Three Months ended June 30, 2009

Series A:

Net results for the quarter ended June 30, 2009 were a loss of 20.07% in net asset value compared to the preceding quarter. In this period, Series A experienced a net decrease in net assets from operations of $7,923,779. This decrease consisted of interest income of $10,036, trading losses of $7,142,493, and total expenses of $791,322. The decrease in interest income was the result of low interest rates combined with a decrease in assets. Expenses included $156,966 in management fees, $84,846 in ongoing offering expenses, $12,727 in operating expenses, $339,385 in selling commissions, $191,989 in brokerage commissions, and $5,409 in other expenses. At June 30, 2009 and March 31, 2009, the net asset value per Unit of Series A was $1,514.39 and $1,894.62, respectively.

Series B:

Net results for the quarter ended June 30, 2009 were a loss of 30.58% in net asset value compared to the preceding quarter. In this period, Series B experienced a net decrease in net assets from operations of $22,561,369. This decrease consisted of interest income of $20,765, trading losses of $21,016,906, and total expenses of $1,565,228. The decrease in interest income was the result of low interest rates combined with a decrease in assets. Expenses included $268,121 in management fees, $144,930 in ongoing offering expenses, $21,739 in operating expenses, $579,720 in selling commissions, $540,489 in brokerage commissions, and $10,229 in other expenses. At June 30, 2009 and March 31, 2009, the net asset value per Unit of Series B was $1,753.17 and $2,526.24, respectively.

Fund results for 2^nd Quarter 2009:

In June, U.S. stock indices finished near unchanged, while most Asian stock indices finished higher; Hong Kong’s Chinese Enterprise Index rose 6.1%. The Fund’s short positions in the stock indices sector experienced a loss. World bond markets reversed early month lows by month end, finishing higher as improving bond yields and a stagnating equity rally attracted buyers. The Fund’s long positions in the bonds sector led to a gain. U.S. and European short-term interest rate futures finished slightly higher in June, recovering from a substantial early month selloff. The Fund’s long positions during the earlier part of the month resulted in losses. The Australian dollar finished the month 1.2% higher, while the British pound finished 2.0% higher. The Fund’s long positions in the U.S. dollar led to a loss. December wheat contracts plunged, losing 17.5% as the global recession continued to destroy demand. The Fund’s short positions in the grains sector produced gains. London copper added 3.7%, while lead also rose 8.9% as Chinese auto sales soared. London nickel finished up 10.0% as Chinese imports for the first 4 months of 2009 exceeded 2008 levels by 16.0%. The Fund’s short positions in the metals sector resulted in losses. U.S. August crude oil futures added 4.1% despite rising inventories as Chinese buying supported values. The Fund’s short positions in the energy sector produced losses. Other market sectors, relative to the sectors mentioned above, did not reveal significant trends and did not have a substantial influence on this month’s overall negative performance.

In May, world bond markets traded dramatically lower as burgeoning budget deficits led to heavy bond issuance, foreshadowing long-term inflation. U.S. 30-year bond futures, German Bund futures, and Japanese 10-year bond futures traded to their lowest levels since November 2008. The Fund’s long positions in the bonds sector resulted in losses. Emerging market strength contributed to a steep selloff in U.S. treasuries, resulting in a 6.2% loss for the U.S. dollar index. The Brazilian real and the Australian dollar were up 10.0% and 13.2%, respectively, against the U.S. dollar. The Fund’s long positions in the U.S. dollar produced losses. Despite crude demand falling more than 7.5% from last year, inventories declined, leading to a 24.8% gain for July crude futures. The Fund’s short positions in

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this sector incurred relatively large losses. Other market sectors did not reveal significant trends and did not have a significant influence on this month’s overall negative performance.

In April, the S&P 500 Index rose 9.4% led by bank stocks as (i) FAS 157-4 provided guidance for determining the fair value of assets and liabilities, including guidance on identifying circumstances that indicate an observed transaction used to determine fair value is not orderly and, therefore, is not indicative of fair value and (ii) strong earnings from favorable spreads created by cheap central bank liquidity supported values. The Fund’s short stock indices positions led to a relatively large loss. World bond markets tracked steadily lower in April as money flowed out of low yielding treasuries and into equities. The Fund’s long positions in the bonds sector produced an overall loss. The U.S. dollar index finished down 1.2% while the euro moved sideways as capital moved out of the U.S. and European Union amid unattractive treasury yields. The Hungarian forint, Polish zloty and Czech koruna gained 6.0%, 4.6% and 2.1%, respectively against the U.S. dollar, while the Australian dollar, Canadian dollar and Brazilian real finished up 5.0%, 5.5% and 5.7%, respectively against the U.S. dollar. The Fund’s long positions in the U.S. dollar lead to an overall loss for the currency sector. Positive economic signals from the G20 meeting and the resulting rise in world equity markets were offset by rising inventories as global energy demand continued to contract. June natural gas prices continued lower, posting a 13.8% loss as storage increased to nearly 34.0% greater than a year ago and 23.0% greater than the five-year moving average. The Fund’s short positions in the energy sector produced a relatively large gain. Other market sectors did not reveal significant trends and did not have a substantial influence on April’s overall negative performance.

For the second quarter of 2009, the most profitable market sector for the Fund on an overall basis was the grains sector, while the greatest losses resulted from the Fund’s positions in the energy sector.

Three Months ended March 31, 2009

Series A:

Net results for the quarter ended March 31, 2009, were a loss of 1.95% in net asset value compared to the preceding quarter end. In this period, Series A experienced a net decrease in net assets from operations of $715,503. This decrease consisted of interest income of $14,081, trading losses of $43,631, and total expenses of $685,953. The significant decrease of interest income was the result of unprecedented changes in interest rates. Expenses included $168,739 in management fees, $91,210 in ongoing offering expenses, $13,682 in operating expenses, $364,842 in selling commissions, $43,462 in brokerage commissions, and $4,018 in other expenses. At March 31, 2009, and December 31, 2008, the net asset value per Unit of Series A was $1,894.62 and 1,932.30, respectively.

Series B:

Net results for the quarter ended March 31, 2009, were a loss of 2.87% in net asset value compared to the preceding quarter end. In this period, Series B experienced a net decrease in net assets from operations of $2,055,946. This decrease consisted of interest income of $26,879, trading losses of $440,442, and total expenses of $1,642,383. The significant decrease of interest income was the result of unprecedented changes in interest rates. Expenses included $314,480 in management fees, $169,989 in ongoing offering expenses, $25,498 in operating expenses, $679,956 in selling commissions, $301,233 in incentive fees, $145,445 in brokerage commissions, and $5,782 in other expenses. At March 31, 2009, and December 31, 2008, the net asset value per Unit of Series B was $2,526.24 and 2,600.96, respectively.

Fund results for 1^st Quarter 2009:

In March, global stock indices finished the month with significant gains. On the basis of strong economic indicators, U.S. indices experienced gains of 7.0% to 10.0%, while Korea’s Kospi and the China-based H-Shares experienced gains of 14.2% and 13.7%, respectively. The Fund’s short stock indices positions resulted in losses for the month. Global short-term interest rate futures trended higher during March as the continuous actions of world central banks attempting to combat the recession and reverse deflation provided steady support. The Fund’s long interest rates positions produced gains. The Australian dollar gained 8.2% against the U.S. dollar, while the Brazilian real and New Zealand dollar gained 2.6% and 11.7%, respectively against the U.S. dollar, based on strong relative economic performance bolstered by commodity market strength. The euro added 4.6% against the U.S. dollar and 6.0% against the Japanese yen, while the Norwegian krone rose 4.4% against the U.S. dollar. A

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relatively large loss resulted from the Fund’s short positions in these foreign currency markets. In March, Australian wheat production estimates grew by 1.4 million tons, while global 2008-09 total wheat production was projected to be a record 684.4 million tons. May corn moved 12.7% higher as rising crude oil and fertilizer prices resulted in the United States Department of Agriculture (“USDA”) shifting production from corn to soybeans. The Fund’s short positions in grain lead to a loss in the sector. May crude oil futures added to February’s late month rebound, rising 6.1%, supported by solid U.S. housing and durable goods orders and a weaker U.S. dollar. A surprisingly dramatic recovery in Chinese demand also provided underlying support. The Fund’s short energy sector positions resulted in losses for the month. Gold ETF holdings posted yet another record high, supporting the market at levels well above $900 per ounce as investors continued to seek protection from currency debasing moves by central bankers. In London, base metals, led by copper and zinc, up 19.7% and 21.4%, respectively, moved sharply higher amid widespread evidence that China is moving to counteract damage to its export-led economic growth by stockpiling industrial metals to use for vast infrastructure projects. These developments produced losses for the Fund’s short positions in the metals sector.

In February, equities continued their collapse as dark economic clouds hung over global markets. In Asia, major indices lost between 3.0% and 9.0%. The Nikkei Index fell nearly 4.7% amid a startling 84.0% drop in January machine orders (year over year). The Fund’s short positions in stock indices produced gains on the month. Front month U.S. 30 year bond futures finished slightly lower as the unexpected inflation readings and massive debt supply offset the short term inflation outlook. European bonds returned to recent highs as reports showed economic contraction of 1.5% in the 4th quarter, the most in 13 years. Japanese bonds also returned to recent highs as gross domestic product (“GDP”) shrank at a 12.7% annualized rate in the fourth quarter. The Fund’s long positions in the bonds sector produced gains for the month. May soybean futures showed strength early in the month on concern that dry conditions in Argentina would result in significant production losses. Nonetheless, soybeans finished over 10.7% lower as the combination of timely rains and persistent U.S. dollar strength weighed on values. May corn futures finished 8% lower despite the dry weather in Argentina leading the USDA to lower world production estimates by 4.6 million tons. The Fund’s short positions in the grains sector resulted in gains for the month. U.S. crude inventories rose to 351.3 million barrels versus 299.8 million barrels in February 2009 despite several rounds of production cuts by the Organization of the Petroleum Exporting Countries (“OPEC”). Despite the negative news, April crude managed a late rally of over 20.0% to finish with a loss of 3.3% on the back of a bullish gasoline inventory report. April gasoline futures rallied over 20.0% from its lows to finish 1.3% higher as capacity utilization in the refining sector shrank to 81.4%. April natural gas finished 6.2% lower as supplies stood more than 12.0% above the five-year average. The Fund’s short positions in the energy sector resulted in overall gains for the month.

In January, negative news sent equities lower around the world. Asian indices finished lower as the Nikkei declined 10.0% due to distressed vehicle sales and industrial production, while Hong Kong’s Hang Seng index fell 8.2% on poor export data. In Europe, falling industrial production and bank sector trouble pressured markets, leading to a 10.2% decline for Germany’s DAX. The Fund’s short positions in the stock indices sector produced gains for the month. World bond markets gave back most of December’s gains as stimulus and bailout package announcements by world governments made bond investors nervous. In Europe, producer prices fell the most in 27 years and consumer inflation reached the lowest in more than 2 years. This data propelled front-month Bund futures to a record high by mid-month, however the market finished near unchanged as the European Central Bank rejected talk of easing to a 0% target rate. The Fund’s long positions in the bonds sector resulted in losses for the month. Crude oil settled near its December low of around $40 per barrel as the market shrugged off a litany of bullish factors, choosing instead to focus on deteriorating demand, growing inventories, and the strong U.S dollar. March natural gas futures continued trending lower, falling 21.8% as inventories remained plentiful despite below average temperatures throughout the U.S. The Fund’s short positions in the energy sector produced overall gains for the month.

For the first quarter of 2009, the most profitable market sector was interest rates, while the largest losses resulted from positions in the currency sector.

30

Three Months ended September 30, 2008

Series A:

Net results for the quarter ended September 30, 2008 were a loss of 13.9% in net asset value compared to the preceding quarter. In this period, Series A experienced a net decrease in net assets from operations of $6,022,612. This decrease consisted of interest income of $176,226, trading losses of $5,399,239, and total expenses of $799,599. Expenses included $174,146 in management fees, $94,133 in ongoing offering expenses, $14,120 in operating expenses, $376,532 in selling commissions, $133,131 in brokerage commissions, and $7,537 in other expenses. At September 30, 2008 and June 30, 2008, the net asset value per Unit of Series A was $1,675.30 and $1,945.95, respectively.

Series B:

Net results for the quarter ended September 30, 2008 were a loss of 20.8% in net asset value compared to the preceding quarter. In this period, Series B experienced a net decrease in net assets from operations of $12,599,283. This decrease consisted of interest income of $234,976, trading losses of $11,625,733, and total expenses of $1,208,526. Expenses included $238,146 in management fees, $128,727 in ongoing offering expenses, $19,309 in operating expenses, $514,910 in selling commissions, $294,619 in brokerage commissions, and $12,815 in other expenses. At September 30, 2008 and June 30, 2008, the net asset value per Unit of Series B was $2,053.20 and $2,593.32, respectively.

Fund results for 3^rd Quarter 2008:

In September, worldwide stock indices finished the month with significant losses. Major European indices finished 6.0-19.0% lower, while the Dow Jones and Nasdaq finished 6.3% and 15.6% lower, respectively. The Fund’s short positions in stock indices produced gains for the month. Energy markets continued to drop from record highs three months prior, finishing the month with steep losses. Despite a short lived rally, crude oil prices finished 13.2% lower on the month, while natural gas and gasoline futures lost 11.0% and 12.6%, respectively. The Fund’s long energy positions resulted in losses for the month.

In August, U.S. dollar index futures surged 5.5% as the EUR/USD declined 8.5%. Recessionary fears in the United Kingdom led to the GBP/USD’s largest decline in two years, while the Australian dollar declined 8.4% against the U.S. dollar. The Fund’s short positions in the U.S. dollar resulted in a relatively large loss for the month. U.S. dollar gains combined with contracting global demand and record OPEC production contributed to a 7.1% decline in crude oil. Natural gas also declined, finishing 13.8% lower. The Fund’s long positions in the energy sector resulted in losses for the month. Gold dropped to its lowest levels since December, finishing the month 9.4% lower. Silver and platinum also experienced declines, falling 23.7% and 14.8%, respectively. Nickel had a surprise gain of 10.2% as key producers announced plans to cut output. The Fund’s long positions in the metals sector resulted in a relatively large loss. World bond markets traded higher as global economic growth concerns widened. U.S. 30-year bond futures traded to a four month high, while European bond futures rallied as euro zone annual inflation eased to 3.8% and German GDP contracted by 0.8%. The Fund’s long positions in the bonds sector resulted in an overall gain.

In July, write-offs continued to plague financials as equities endured heavy selling. The U.S. government responded by enacting emergency measures to stabilize the financial system. In the United Kingdom, the FTSE Index finished with a 4.5% loss. The Fund’s short position in stock indices resulted in an overall gain. Agricultural futures gave back nearly all of June’s gains as soybean futures fell 10.8%, corn plummeted 19.7%, and wheat futures fell 8.2% on the month. The Fund’s long positions in the agricultural market resulted in a substantial loss. Energy prices fell sharply in July due to a reduction in geopolitical hostilities and further evidence of overall reductions in global demand. Both crude oil and gas futures experienced greater than 10.0% declines. Natural gas plummeted over 30.0% due to inventory gains. The Fund’s long positions in the energy sector resulted in significant losses. Gold ultimately finished 1.5% lower after an initial rally in the first half of July. Platinum also fell over 15.0%, a result of significant declines in U.S. auto sales. The Fund’s long positions in the metals sector produced an overall loss.

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For the third quarter of 2008, the most profitable market group overall was stock indices while the largest losses resulted from positions in the energy sector.

Three Months ended June 30, 2008

Series A:

Net results for the quarter ended June 30, 2008 were a profit of 11.57% in net asset value compared to the preceding quarter. In this period, Series A experienced a net increase in net assets from operations of $4,432,744. This increase consisted of interest income of $229,437, trading gains of $6,534,433, and total expenses of $2,331,126. Expenses included $198,062 in management fees, $107,061 in organization and offering expenses, $16,059 in operating expenses, $428,243 in selling commissions, $1,422,166 in incentive fees, $156,476 in brokerage commissions, and $3,059 in other expenses. At June 30, 2008 and March 31, 2008, the net asset value per Unit of Series A was $1,945.95 and $1,744.21, respectively.

Series B:

Net results for the quarter ended June 30, 2008 were a profit of 19.34% in net asset value compared to the preceding quarter. In this period, Series B experienced a net increase in net assets from operations of $9,389,092. This increase consisted of interest income of $210,065, trading gains of $13,437,565, and total expenses of $4,258,538. Expenses included $242,922 in management fees, $131,309 in organization and offering expenses, $19,696 in operating expenses, $525,236 in selling commissions, $3,050,224 in incentive fees, $286,367 in brokerage commissions, and $2,784 in other expenses. At June 30, 2008 and March 31, 2008, the net asset value per Unit of Series B was $2,593.32 and $2,173.02, respectively.

Fund results for 2^nd Quarter 2008:

In June, equity markets declined around the globe due to slowing growth and rising unemployment and commodity prices. Short positions in equity markets produced significant gains. Severe flooding in the U.S. caused significant delays in the grain planting process, sending prices soaring. Long positions in the agricultural sector resulted in an overall gain. World energy markets remained elevated as geopolitical concerns kept oil supply uncertainty high. Crude oil finished with a 9.8% gain. Long positions in the energy sector resulted in overall gains. Other market sectors, relative to the sectors mentioned above, did not reveal significant trends and did not have any major influence on June’s positive performance.

In May, some foreign currencies approached all time highs. Long positions in foreign currencies resulted in an overall gain for this sector. World energy markets continued their historic advances in May as crude oil finished 12.9% higher. Heating oil, gasoline, and natural gas all rose sharply as declining margins continued to result in insufficient distillate fuel production. Long positions in this sector resulted in a substantial gain. Other market sectors, relative to the sectors mentioned above, did not reveal significant trends and did not have any major influence on May’s overall positive performance.

In April, world bond markets moved lower as growing inflation readings added to late March’s weakness. U.S. bonds rallied early in the month before values moved lower as consumer prices rose due to higher fuel and food costs. Long positions in this market sector resulted in a loss. World energy markets traded higher in April as oil futures moved 12.3%, reaching all time highs. The ongoing weakness of the U.S. dollar provided early support, while strong demand from developing nations, bullish domestic inventory reports, and continued geopolitical concerns provided support throughout the month. Long positions led to an overall gain in the energy sector. Other market sectors, relative to the bond and energy sector, did not reveal significant trends and did not have a major influence on April’s slightly negative performance.

For the second quarter of 2008, the most profitable market sector for the Fund on an overall basis was the energy sector, while the greatest losses resulted from the Fund’s positions in the bonds sector.

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Three Months ended March 31, 2008

Series A:

Net results for the quarter ended March 31, 2008 were a gain of 17.34% in net asset value compared to the preceding quarter end. In this period, Series A experienced a net increase in net assets from operations of $9,412,233. This increase consisted of interest income of $408,887, trading gains (including commissions) of $10,667,361, and total expenses of $1,664,015. Expenses included $266,434 in management fees, $144,018 in organization and offering expenses, $21,603 in operating expenses, $576,074 in selling commissions, $364,515 in incentive fees, $290,178 in brokerage commissions, and $1,193 in other expenses. At March 31, 2008 and December 31, 2007, the net asset value per Unit of Series A was $1,744.21 and 1,486.44, respectively.

Series B:

Net results for the quarter ended March 31, 2008 were a gain of 22.45% in net asset value compared to the preceding quarter end. In this period, Series B experienced a net increase in net assets from operations of $6,273,864. This increase consisted of interest income of $188,147, trading gains (including commissions) of $7,759,851, and total expenses of $1,674,134. Expenses included $158,224 in management fees, $85,527 in organization and offering expenses, $12,829 in operating expenses, $342,107 in selling commissions, $780,941 in incentive fees, $293,444 in brokerage commissions, and $1,062 in other expenses. At March 31, 2008 and December 31, 2007, the net asset value per Unit of Series B was $2,173.02 and 1,774.69, respectively.

Fund results for 1^st Quarter 2008:

In March, long positions in world bond markets resulted in a gain. Long positions in the currencies markets resulted in a relatively large gain. The U.S. dollar’s historic decline accelerated against most world currencies in March. Long positions in the currencies markets resulted in a relatively large gain. Long positions in the agricultural markets led to an overall loss for the agricultural sector. Crude oil rose to record highs with long positions producing gains in the energy sector. Although gold touched record highs well above $1,000 per ounce, the precious metals markets reversed. Long positions in the metals sector resulted in a relatively large loss. Other market sectors, relative to the sectors mentioned above, did not reveal significant trends and did not have a significant influence on March’s overall positive performance.

In February, wheat and corn futures posted record highs, with soybeans futures also surging. Long positions in this sector produced considerable gains. Crude oil futures moved to record highs over $100 in February, extending a long-standing bull run. A relatively large gain resulted from energy sector long positions. Gold and platinum futures rose to record highs in February and silver reached a 28-year high resulting in significant gains from long positions in the metals sector. A mix of long and short positions produced overall gains in agricultural markets. Other market sectors did not reveal significant trends and did not have a major influence on February’s positive overall performance.

Crude oil futures opened January near all-time highs, but the market moved lower as the month progressed. Long positions in the energy markets resulted in relatively large losses for the sector. Gold and platinum futures traded at all-time highs, silver traded at its highest level since January 1981, and copper rose, resulting in gains in the metal sector. Other market sectors, relative to the energies and metals, did not reveal significant trends and did not have a major influence on January’s overall negative performance.

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 a future obligation or loss. The Fund trades in futures and forward contracts and is therefore a party to financial instruments with elements of off-balance sheet market and credit risk. In entering into these contracts, there exists a market risk that such contracts may be significantly influenced by 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 Fund at the same time, and if Superfund Capital Management was unable to offset such positions, the Fund could experience substantial losses. Superfund Capital Management attempts to minimize

33

market risk through real-time monitoring of open positions, diversification of the portfolio and maintenance of a margin-to-equity ratio in all but extreme instances not greater than 50%.

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

OFF-BALANCE SHEET ARRANGEMENTS

The Fund does not engage in off-balance sheet arrangements.

CONTRACTUAL OBLIGATIONS

The Fund does not enter into contractual obligations or commercial commitments to make future payments of a type that would be typical for an operating company. The Fund’s sole business is trading futures, currency, forward and certain swap contracts, both long (contracts to buy) and short (contacts to sell). All such contracts are settled by offset, not delivery. Substantially all such contracts are for settlement within four months of the trade date and substantially all such contracts are held by the Fund for less than four months before being offset or rolled over into new contracts with similar maturities. The Financial Statements of Series A and Series B each present a Condensed Schedule of Investments setting forth net unrealized appreciation (depreciation) of such Series’ open futures and other contracts at September 30, 2009, and December 31, 2008.

CRITICAL ACCOUNTING POLICIES — VALUATION OF THE FUND’S POSITIONS

Superfund Capital Management believes that the accounting policies that will be most critical to the Fund’s financial condition and results of operations relate to the valuation of the Fund’s positions. The Fund uses the amortized cost method for valuing U.S. Treasury Bills, accordingly, the cost of securities plus accreted discount, or minus amortized premium, approximates fair value. The majority of the Fund’s positions will be exchange-traded futures contracts, which will be valued daily at settlement prices published by the exchanges. Any spot and forward foreign currency or swap contracts held by the Fund will also be valued at published daily settlement prices or at dealers’ quotes. Thus, Superfund Capital Management expects that under normal circumstances substantially all of the Fund’s assets will be valued on a daily basis using objective measures.

RECENTLY ISSUED ACCOUNTING STANDARDS

ASC 105.10.05

In June 2009, FASB issued FASB Accounting Standards Codification (“ASC”) 105.10.05,Generally Accepted Accounting Principles(“ASC 105.10.05”). ASC 105.10.05 establishes the FASB ASC as the single source of authoritative generally accepted accounting principles (“GAAP”). Pursuant to the provisions of ASC 105.10.05, the Fund has updated references to GAAP in its financial statements issued subsequent to September 15, 2009. The adoption of ASC 105.10.05 did not have any impact on the Fund’s results of operations, financial condition or cash flows.

ASC 810

In June 2009, the FASB issued ASC 810. ASC 810 changes how a company determines when an entity that is insufficiently capitalized or is not controlled through voting rights should be consolidated. The determination of whether a company is required to consolidate an entity is based on an entity’s purpose and design and a company’s ability to direct the activities of the entity that most significantly impact the entity’s economic performance. ASC 810 is effective for annual reporting periods ending after November 15, 2009. Superfund Capital Management is currently evaluating the impact of ASC 810 on the Fund’s financial statements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required.

ITEM 4T. CONTROLS AND PROCEDURES

Superfund Capital Management, the Fund’s general partner, with the participation of Superfund Capital Management’s principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Fund as of the end of the period covered by this quarterly report, and, based on their evaluation, have concluded that these disclosure controls and procedures are effective. There were no formal changes in Superfund Capital Management’s internal controls over financial reporting during the quarter ended September 30, 2009, that have materially affected, or are reasonably likely to materially affect Superfund Capital Management’s internal control over financial reporting with respect to the Fund.

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PART II-OTHER INFORMATION

Item 1. Legal Proceedings.

Superfund Capital Management is not aware of any pending legal proceedings to which either the Fund is a party or to which any of its assets are subject. The Fund has no subsidiaries.

Item 1A. Risk Factors

Not required.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Pursuant to the Fund’s Limited Partnership Agreement, investors may redeem their Units at the end of each calendar month at the then current month-end Net Asset Value per Unit. The redemption of Units has no impact on the value of Units that remain outstanding, and Units are not reissued once redeemed.

The following tables summarize the redemptions by investors during the three months ended September 30, 2009:

Series A:

Month	Units Redeemed		NAV per Unit ($)
July 31, 2009		572.863		1,395.29
August 31, 2009		322.135		1,444.35
September 30, 2009		194.880		1,484.92
		1,089.878

Series B:

Month	Units Redeemed		NAV per Unit ($)
July 31, 2009		472.025		1,539.06
August 31, 2009		460.100		1,625.56
September 30, 2009		428.227		1,699.95
		1,360.352

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.

The following exhibits are included herewith:

31.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
32.1	Section 1350 Certification of Principal Executive Officer
32.2	Section 1350 Certification of Principal Financial Officer

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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.

Date: November 16, 2009	QUADRIGA SUPERFUND, L.P.
		(Registrant)
	By:	Superfund Capital Management, Inc.
	General Partner
	By:	/s/ Nigel James
		Nigel James
		President and Principal Executive Officer
	By:	/s/ Roman Gregorig
		Roman Gregorig
		Vice President and Principal Financial Officer

EXHIBIT INDEX

Exhibit Number	Description of Document	Page Number
31.1	Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer	E-2
31.2	Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer	E-3
32.1	Section 1350 Certification of Principal Executive Officer	E-4
32.2	Section 1350 Certification of Principal Financial Officer	E-5

E-1