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SECURITIES AND EXCHANGE COMMISSION
Delaware | 6221 | |
(State of Organization) | (Primary Standard Industrial | |
Classification Code Number) | ||
98-0574019 | ||
(I.R.S. Employer Identification Number) | ||
Roman Gregorig | ||
Otway Building | Otway Building | |
P.O. Box 1479 | P.O. Box 1479 | |
Grand Anse | Grand Anse | |
St. George’s, Grenada | St. George’s, Grenada | |
West Indies | West Indies | |
(473) 439- 2418 | (473) 439-2418 | |
(Address, including zip code, and telephone number, including area | (Name, address, including zip code, and telephone number, including | |
code, of registrant’s principal executive offices) | area code, of agent for service) |
Sidley Austin LLP
One South Dearborn Street
Chicago, Illinois 60603
(312) 853-4167
Large accelerated filero | Accelerated filero | Non-accelerated filero | Smaller reporting companyþ | |||
(Do not check if a smaller reporting company) |
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
• | The Series have not yet commenced operations and thus have no performance history. | ||
• | The Fund is speculative and highly leveraged. The Series will acquire positions with face amounts substantially greater than their total equity. Leverage magnifies the impact of both gains and losses. | ||
• | Performance is expected to be volatile; the net asset value per Unit may fluctuate significantly in a single month. | ||
• | Superfund Capital Management, Inc. is the sole trading advisor for the Fund. The use of a single advisor could mean lack of diversification and, consequently, higher risk. | ||
• | There is no secondary market for the Units. You may redeem your Units only as of a month-end. Transfers of Units are subject to limitations. | ||
• | A Series’ trading operations may be successful and yet the Series may still sustain losses if the value of the Series’ gold position declines by more than the amount of profits generated by the Series’ trading operations. Likewise, a Series’ gains, if any, from its gold position may be offset by losses incurred in its futures and forward trading. | ||
• | A Series may fail to achieve its objective of maintaining a dollar for dollar investment in gold if gold futures margins increase substantially, in which case the Series may reduce its gold position and continue its futures and forward trading activities. | ||
• | You will sustain losses if the substantial expenses of a Series are not offset by trading and/or gold investment profits and interest income. |
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RISK DISCLOSURE STATEMENT
General Partner
PO BOX 1479
GRAND ANSE
ST. GEORGE’S, GRENADA
WEST INDIES
(473) 439-2418
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EXHIBIT 1.01 | ||||||||
EXHIBIT 5.01 | ||||||||
EXHIBIT 8.01 | ||||||||
EXHIBIT 10.01 | ||||||||
EXHIBIT 23.04 |
Exhibit A: Form of Limited Partnership Agreement | A-1 | |||
Exhibit B: Request for Redemption | B-1 | |||
Exhibit C: Subscription Representations | C-1 | |||
Exhibit D: Subscription Agreement | D-1 | |||
Exhibit E: Request for Transfer Form | E-1 | |||
Exhibit F: Subscription Agreement for an Additional Investment | F-1 | |||
Exhibit G: Series Exchange Subscription Agreement | G-1 |
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– | An investment in a Series is a speculative investment. You must be prepared to lose all or substantially all of your investment. | ||
– | The Fund is newly formed and thus has no performance history. The past performance of gold or of the General Partner’s trading program is not necessarily indicative of the future results of either Series. |
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– | The Fund is speculative and leveraged. The Series will acquire positions with face amounts substantially greater than their total equity. Leverage magnifies the impact of both gains and losses. | ||
– | Performance is expected to be volatile; the net asset value per Unit may fluctuate significantly in a single month. | ||
– | The General Partner is the sole trading advisor for the Fund. The use of a single advisor could mean lack of diversification and, consequently, higher risk. | ||
– | There is no secondary market for the Units. You may redeem your Units only as of a month-end. Transfers of Units are subject to limitations. | ||
– | A Series’ trading operations may be successful and yet the Series may still sustain losses if the value of the Series’ gold position declines by more than the amount of profits generated by the Series’ trading operations and interest income. Likewise, a Series’ gains, if any, from its gold position may be offset by losses incurred in its futures and forward trading. | ||
– | Series may fail to achieve its objective of maintaining a dollar for dollar investment in gold or may reduce its normal level of futures and forward trading activities if gold futures margins increase substantially, in which case the Series may reduce its gold position and maintain its normal level of futures and forward trading activities or maintain its gold position and reduce its futures and forward trading activities, depending on the General Partner’s assessment of market conditions at that time. | ||
– | You will sustain losses if the substantial expenses of a Series are not offset by trading and/or gold investment profits and interest income. | ||
– | Each Series is subject to numerous conflicts of interest. |
– | The Fund is designed to maintain a long position in gold in a U.S. dollar amount approximately equal to the total capital contributed to each Series at the time it begins its trading activities and, thereafter, equal to the total capital of each Series as of the beginning of each month. The gold investment of each Series is intended to de-link the Series’ net asset value, which is denominated in U.S. dollars, from the value of the U.S. dollar relative to gold, essentially denominating the Series’ net asset value in terms of gold.However, if the U.S. dollar value of gold declines resulting in dollar losses for the Series, there can be no assurance that there will be a corresponding increase in the value or purchasing power of the U.S. dollar for goods (other than gold) or services priced in dollars. Further, there can be no assurance that trading losses incurred in the Fund’s speculative futures and forward trading will not result in overall losses for the Series or that the Series will not reduce its gold position if gold futures margin requirements increase significantly. | ||
– | The Fund is a leveraged investment fund, managed by an experienced, professional trading advisor, which will trade in a wide range of futures and forward markets. | ||
– | The General Partner utilizes a proprietary, systematic trading system for each Series. Trading decisions are not discretionary and thus do not involve human emotional responses to changing market conditions. | ||
– | An investment in the Units has the potential to help diversify traditional securities portfolios. A diverse portfolio consisting of assets that perform in an unrelated manner, or non-correlated assets, may increase overall return and/or reduce the volatility (a widely used measure of risk) of a traditional portfolio of stocks and bonds. However, for a non-correlated asset to increase a traditional portfolio’s overall returns, the non-correlated asset must outperform either stocks or bonds over the period being measured.There can be no assurance that a Series will outperform other sectors of an investor’s portfolio or not produce losses. |
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– | The Fund will hold substantially all of its assets (including those assets used as margin deposits for trading activities) in U.S. government securities and/or interest bearing deposit accounts, segregated by Series. Accordingly, each Series, in addition to its potential to profit from its gold investment and active trading operations, will earn interest on all or almost all of its assets. |
– | 2.25% of net assets annual management fee (1/12 of 2.25% payable monthly) for each Series. | ||
– | A performance fee of 25% of new appreciation in each Series’ net assets, computed on a monthly basis, excluding interest income and changes in the value of the Series’ dollar for dollar investment in gold and adjusted for subscriptions and redemptions. New appreciation is the increase in a Series’ net asset value since the last time a performance fee was paid. Please see “Charges to Each Series — Performance Fee” for a more detailed discussion of new appreciation and the performance fee. |
– | Within each Series, Units will be issued in two Sub-Series. Series A-1 Units and Series B-1 Units are subject to, and will pay Superfund USA, Inc., a selling commission of 4% of the average month-end net asset value of such Units in monthly installments of 1/12 of 4% of the month end net asset value of such Units. Thus, the Series A-1 Units and Series B-1 Units are charged a commission of 4% of the average month-end net asset value per Unit in the initial year after purchase. These Units are charged additional selling commissions of 4% per annum of the average month-end net asset value per Unit thereafter; provided, however, that the maximum cumulative selling commission per Unit is limited to 10% of the initial public offering price for such Unit. Superfund USA, Inc. may retain additional selling agents to assist with the placement of the Units and will pay all or a portion of the annual selling commission it receives in respect of the Units sold by the additional selling agents to the additional selling agents effecting the sales. | ||
Series A-2 Units and Series B-2 Units are not subject to selling commissions but are available exclusively to investors participating in selling agent asset-based or fixed-fee investment programs or a registered investment adviser’s asset-based fee or fixed-fee advisory program through which |
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an investment adviser recommends a portfolio allocation to the Fund and for which Superfund USA, Inc. or an affiliate serves as selling agent. | |||
Once a Series A-1 Unit or Series B-1 Unit has been charged selling commissions totaling 10% of the sale price of such Unit, the Unit will not be charged any further selling commissions and the net asset value of such Unit will be recalculated, and the Unit will be redesignated, in terms of Series A-2 Units or Series B-2 Units, as applicable, against which selling commissions are not charged. The redesignation of Series A-1 Units to Series A-2 or Series B-1 Units to Series B-2 Units will have no impact on the net asset value of an investor’s investment in the Fund at the time of such redesignation. | |||
– | $25.00 per round-turn futures transaction (i.e., purchase and sale or sale and purchase) for brokerage fees will be charged, where brokerage commissions are charged in U.S. dollars, a portion of which will be paid to the clearing brokers for execution and clearing costs and the balance of which will be paid to Superfund Asset Management, Inc., which will serve as introducing broker for each Series. Brokerage commissions for certain foreign futures contracts to be traded by the Fund are charged in currencies other than the U.S. dollar. Commission rates for brokerage commissions charged in foreign currencies will be reset on the first business day of each calendar month to the foreign currency equivalent of $25.00 based on the then current U.S. dollar exchange rate for the applicable foreign currencies. Daily fluctuations in foreign currency exchange rates will, however, cause the actual commissions charged to the Fund for certain foreign futures contracts to be more or less than $25.00 per round-turn. | ||
– | Actual operating and ongoing offering expenses (including the costs of updating this Prospectus and registering additional Units for sale to the public), such as legal, auditing, administration, escrow, printing and postage costs, estimated to be 0.75% of average month-end net assets per year of each Series. The General Partner will assume liability for operating expenses in excess of 0.75% of average month-end net assets per year of each Series. |
DOLLAR RETURN REQUIRED | ||||||||
PERCENTAGE RETURN REQUIRED | ($5,000 INITIAL INVESTMENT) | |||||||
INITIAL TWELVE MONTHS OF | INITIAL TWELVE MONTHS OF | |||||||
ROUTINE EXPENSES | INVESTMENT | INVESTMENT | ||||||
Management Fees | 2.25 | % | $ | 112.50 | ||||
General Partner Performance Fees (1) | 0.00 | % | $ | 0.00 | ||||
Selling Commissions (2) | 4.00 | % | $ | 200.00 | ||||
Operating and Ongoing Offering Expenses | 0.75 | % | $ | 37.50 | ||||
Brokerage Fees (3) | 3.25 | % | $ | 162.50 | ||||
Less Interest Income (4) | 1.50 | % | $ | 75.00 | ||||
TWELVE-MONTH BREAK-EVEN (2) | 8.75 | % | $ | 437.50 |
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DOLLAR RETURN REQUIRED | ||||||||
PERCENTAGE RETURN REQUIRED | ($5,000 INITIAL INVESTMENT) | |||||||
INITIAL TWELVE MONTHS OF | INITIAL TWELVE MONTHS OF | |||||||
ROUTINE EXPENSES | INVESTMENT | INVESTMENT | ||||||
Management Fees | 2.25 | % | $ | 112.50 | ||||
General Partner Performance Fees (1) | 0.00 | % | $ | 0.00 | ||||
Selling Commissions | 0.00 | % | $ | 0.00 | ||||
Operating and Ongoing Offering Expenses | 0.75 | % | $ | 37.50 | ||||
Brokerage Fees (3) | 3.25 | % | $ | 162.50 | ||||
Less Interest Income (4) | 1.50 | % | $ | 75.00 | ||||
TWELVE-MONTH BREAK-EVEN | 4.75 | % | $ | 237.50 |
DOLLAR RETURN REQUIRED | ||||||||
PERCENTAGE RETURN REQUIRED | ($5,000 INITIAL INVESTMENT) | |||||||
INITIAL TWELVE MONTHS | INITIAL TWELVE MONTHS | |||||||
ROUTINE EXPENSES | OF INVESTMENT | OF INVESTMENT | ||||||
Management Fees | 2.25 | % | $ | 112.50 | ||||
General Partner Performance Fees (1) | 0.00 | % | $ | 0.00 | ||||
Selling Commissions (2) | 4.00 | % | $ | 200.00 | ||||
Operating and Ongoing Offering Expenses | 0.75 | % | $ | 37.50 | ||||
Brokerage Fees (3) | 4.63 | % | $ | 231.50 | ||||
Less Interest Income (4) | 1.50 | % | $ | 75.00 | ||||
TWELVE-MONTH BREAK-EVEN (2) | 10.13 | % | $ | 506.50 |
DOLLAR RETURN REQUIRED | ||||||||
PERCENTAGE RETURN REQUIRED | ($5,000 INITIAL INVESTMENT) | |||||||
INITIAL TWELVE MONTHS | INITIAL TWELVE MONTHS | |||||||
ROUTINE EXPENSES | OF INVESTMENT | OF INVESTMENT | ||||||
Management Fees | 2.25 | % | $ | 112.50 | ||||
General Partner Performance Fees (1) | 0.00 | % | $ | 0.00 | ||||
Selling Commissions | 0.00 | % | $ | 0.00 | ||||
Operating and Ongoing Offering Expenses | 0.75 | % | $ | 37.50 | ||||
Brokerage Fees (3) | 4.63 | % | $ | 231.50 | ||||
Less Interest Income (4) | 1.50 | % | $ | 75.00 | ||||
TWELVE-MONTH BREAK-EVEN | 6.13 | % | $ | 306.50 |
(1) | No performance fees will be charged until break-even costs are met. However, because the General Partner’s performance fee is payable monthly, and the General Partner is not obligated to return performance fees once earned, it is possible for the General Partner to earn a performance fee during a break-even or losing year if, after payment of a performance fee, the Fund incurs losses resulting in a break-even or losing year. It is impossible to predict what performance fee, if any, could be paid during a break-even or losing year, thus none is shown. | |
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(2) | The maximum cumulative selling commission per Unit sold pursuant to this Prospectus is capped at 10% of the initial public offering price for each Unit. Accordingly, the annual break-even points for holding Series A-1 Units and Series B-1 Units, after an investor has paid the maximum cumulative selling commission, become 4.75% and 6.13%, respectively. | |
(3) | Assumes 1,300 round turn transactions per year for Series A, and 1,850 round-turn transactions per year for Series B, per million dollars at a rate of $25 per transaction. | |
(4) | Estimated on the basis of the actual income earned by Quadriga Superfund, L.P., a public commodity pool operated by the General Partner that employs the same speculative futures and forward contract trading strategy as will the Fund, during the period January 1, 2008 through September 30, 2008, expressed as an annualized rate rounded down to the nearest half percentage point. | |
The twelve-month break-even points shown are dependent on interest income of 1.50% per annum. If interest income earned is less, the Series will have to earn trading profits greater than the amounts shown to cover their costs. Actual interest to be earned by the Fund will be at the prevailing rates for the period being measured which may be less than or greater than 1.5% over any twelve month period. | ||
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Name of Pool | Quadriga Superfund, L.P. — Series A | |
Inception of Trading | November 2002 | |
Aggregate Subscriptions as of September 30, 2008 | $91.52 million | |
Net Asset Value as of September 30, 2008 | $35.74 million | |
Largest Monthly Drawdown (March 2003) | (20.12%) | |
Worst Peak-to-Valley Drawdown (February 2004 to December 2006) | (25.97%) |
2008 | 12.70% (9 mos.) | |
2007: | (0.92%) | |
2006: | 12.94% | |
2005: | (9.43%) | |
2004: | 11.34% | |
2003: | 20.23% |
Name of Pool | Quadriga Superfund, L.P. — Series B | |
Inception of Trading | November 2002 | |
Aggregate Subscriptions as of Sept. 30, 2008 | $89.25 million | |
Net Asset Value as of Sept. 30, 2008 | $52.30 million | |
Worst Monthly Drawdown (March 2003) | (29.11%) | |
Worst Peak-to-Valley Drawdown (February 2004 to April 2006) | (34.22%) |
2008 | 15.69% (9 mos.) | |
2007: | (2.59%) | |
2006: | 19.74% | |
2005: | (12.06%) | |
2004: | 16.82% | |
2003: | 27.71% |
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Recipient | Nature of Payment | Amount of Payment | ||
The General Partner | Management Fee | 1/12 of 2.25% of month-end net asset value (a 2.25% annual rate). | ||
The General Partner | Performance Fee | 25% of new appreciation (described below), if any, excluding interest income, on a monthly basis. | ||
Superfund Asset Management, Inc. and clearing and executing futures brokers | Round-Turn Commodity Brokerage | $25 per round-turn futures transaction where commissions and margin are denominated in U.S. dollars. Approximately $25 per round-turn futures transactions for certain non-U.S. futures contracts, as described below. | ||
Superfund USA, Inc. and additional selling agents | Selling Compensation | 1/12 of 4% of month-end net asset value (a 4% annual rate) of the Series A-1 and Series B-1 Units; provided, however, that the maximum selling compensation paid shall not exceed 10% of the aggregate initial sales price of all Units sold pursuant to this offering, as described below. Superfund USA, Inc. may pay all or a portion of the sales compensation it receives to additional selling agents assisting with the placement of the Units. | ||
Forward Counterparties | “Bid-ask” Spreads | These spreads are not actually fees but are dealer profit margins imbedded in forward contract pricing and are thus not quantifiable. | ||
Others | Operating and Ongoing Offering Expenses | Actual expenses, such as legal, auditing, accounting, escrow, printing, mailing and filing costs, including fees and expenses of PFPC Inc. or other administrator providing administration services to the Fund, not expected to exceed 0.75% of average month-end net asset value of each Series. |
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Nature of Payment | Recipient | Amount of Payment | ||
Selling Commissions | Superfund USA, Inc. and additional selling agents | Superfund USA, Inc. shall receive from the Fund annual selling commissions of 4% of the average month-end net asset value of all Series A-1 and Series B-1 Units sold by the selling agents, including Superfund USA, Inc., subject to the limitations of NASD Rule 2810(b)(4)(B)(i) pertaining to maximum allowable selling commissions. Superfund USA, Inc. will pay all or a portion of such commissions to the additional selling agents with respect to the Units they sell. |
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Superfund Gold, L.P.: | ||||
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Superfund Capital Management, Inc.: | ||||
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Assets | ||||
Current Assets: | ||||
Cash | $ | 2,000 | ||
Total Assets | $ | 2,000 | ||
Series Capital | ||||
Series Capital: | ||||
General Partner Interest | $ | 1,000 | ||
Initial Limited Partner Interest | $ | 1,000 | ||
Total Series Capital | $ | 2,000 | ||
AND LIABILITIES ARE NOMINAL.
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Assets | ||||
Current Assets: | ||||
Cash | $ | 2,000 | ||
Total Assets | $ | 2,000 | ||
Series Capital | ||||
Series Capital: | ||||
General Partner Interest | $ | 1,000 | ||
Initial Limited Partner Interest | $ | 1,000 | ||
Total Series Capital | $ | 2,000 | ||
AND LIABILITIES ARE NOMINAL.
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– | 2.25% of net assets annual management fee (1/12 of 2.25% payable monthly) for each Series. |
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– | A performance fee of 25% of new appreciation in each Series’ net assets, computed on a monthly basis, excluding interest income and changes in the value of the Series’ dollar for dollar investment in gold and adjusted for subscriptions and redemptions. | ||
Each Series will pay a selling commission of 4% of the average month-end net asset value of such Series in monthly installments of 1/12 of 4% of the month end net asset value of such Series. However, the maximum cumulative selling commission per Unit is limited to 10% of the initial public offering price for such Unit. Unitholders that participate in a selling agent’s asset-based or fixed fee investment program (and whose Units are purchased through such program) or registered investment adviser’s asset-based fee or fixed fee advisory program will not be subject to the 4% annual selling commission. | |||
– | $25.00 per round-turn futures transaction (i.e., purchase and sale or sale and purchase) for brokerage fees will be charged, where brokerage commissions are charged in U.S. dollars, a portion of which will be paid to the clearing brokers for execution and clearing costs and the balance of which will be paid to Superfund Asset Management, Inc., which will serve as introducing broker for each Series. Brokerage commissions for certain foreign futures contracts to be traded by the Fund are charged in currencies other than the U.S. dollar. Commission rates for brokerage commissions charged in foreign currencies will be reset on the first business day of each calendar month to the foreign currency equivalent of $25.00 based on the then current U.S. dollar exchange rate for the applicable foreign currencies. Daily fluctuations in foreign currency exchange rates will, however, cause the actual commissions charged to the Fund for certain foreign futures contracts to be more or less than $25.00 per round-turn. | ||
– | Actual operating and ongoing offering expenses, including the costs of updating the Fund’s Prospectus, such as legal, auditing, administration, printing and postage costs, estimated to be 0.75% of average month-end net assets per year of each Series. The General Partner will assume liability for operating expenses in excess of 0.75% of average month-end net assets per year of each Series. | ||
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Philadelphia, Pennsylvania
June 6, 2008
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Assets | ||||
Current Assets: | ||||
Cash | $ | 2,000 | ||
Total Assets | $ | 2,000 | ||
Series Capital | ||||
Series Capital: | ||||
General Partner Interest | $ | 1,000 | ||
Initial Limited Partner Interest | $ | 1,000 | ||
Total Series Capital | $ | 2,000 | ||
AND LIABILITIES ARE NOMINAL.
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Assets | ||||
Current Assets: | ||||
Cash | $ | 2,000 | ||
Total Assets | $ | 2,000 | ||
Series Capital | ||||
Series Capital: | ||||
General Partner Interest | $ | 1,000 | ||
Initial Limited Partner Interest | $ | 1,000 | ||
Total Series Capital | $ | 2,000 | ||
AND LIABILITIES ARE NOMINAL.
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— | 2.25% of net assets annual management fee (1/12 of 2.25% payable monthly) for each Series. |
— | A performance fee of 25% of new appreciation in each Series’ net assets, computed on a monthly basis, excluding interest income and changes in the value of the Series’ dollar for dollar investment in gold and adjusted for subscriptions and redemptions. | ||
Each Series will pay a selling commission of 4% of the average month-end net asset value of such Series in monthly installments of 1/12 of 4% of the month end net asset value of such Series. However, the maximum cumulative selling commission per Unit is |
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limited to 10% of the initial public offering price for such Unit. Unitholders that participate in a selling agent’s asset-based or fixed fee investment program (and whose Units are purchased through such program) or registered investment adviser’s asset-based fee or fixed fee advisory program will not be subject to the 4% annual selling commission. | |||
— | $25.00 per round-turn futures transaction (i.e., purchase and sale or sale and purchase) for brokerage fees will be charged, where brokerage commissions are charged in U.S. dollars, a portion of which will be paid to the clearing brokers for execution and clearing costs and the balance of which will be paid to Superfund Asset Management, Inc., which will serve as introducing broker for each Series. Brokerage commissions for certain foreign futures contracts to be traded by the Fund are charged in currencies other than the U.S. dollar. Commission rates for brokerage commissions charged in foreign currencies will be reset on the first business day of each calendar month to the foreign currency equivalent of $25.00 based on the then current U.S. dollar exchange rate for the applicable foreign currencies. Daily fluctuations in foreign currency exchange rates will, however, cause the actual commissions charged to the Fund for certain foreign futures contracts to be more or less than $25.00 per round-turn. | ||
— | Actual operating and ongoing offering expenses, including the costs of updating the Fund’s Prospectus, such as legal, auditing, administration, printing and postage costs, estimated to be 0.75% of average month-end net assets per year of each Series. The General Partner will assume liability for operating expenses in excess of 0.75% of average month-end net assets per year of each Series. |
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(Unaudited)
(In U.S. Dollars)
Assets | ||||
Current Assets: | ||||
Cash | $ | 8,808,156 | ||
Due from affiliated limited partnerships | 224,561 | |||
Investment in affiliated limited partnerships (cost $1,500,000) | 1,733,132 | |||
Investment in money market funds (cost $2,295,933) | 2,583,047 | |||
Other short-term investments | 53,535 | |||
Total Current Assets | 13,402,431 | |||
Fixed assets, net of accumulated depreciation of $179,741 | 5,968 | |||
Other assets | 11,896 | |||
Total Assets | $ | 13,420,295 | ||
Liabilities and Stockholder’s Equity | ||||
Liabilities: | ||||
Accrued expenses | $ | 931,400 | ||
Total Liabilities | 931,400 | |||
Stockholder’s equity: | ||||
Contributed capital, $50 par value. Authorized, issued and outstanding 2,000 shares | 100,000 | |||
Additional paid-in-capital | 2,227,378 | |||
Accumulated other comprehensive income | 540,332 | |||
Retained earnings | 9,621,185 | |||
Total Stockholder’s Equity | 12,488,895 | |||
Total Liabilities and Stockholder’s Equity | $ | 13,420,295 | ||
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Notes to Unaudited Statement of Financial Condition (continued)
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Notes to Unaudited Statement of Financial Condition (concluded)
Investment in Quadriga Superfund at January 1, 2008 | $ | 1,530,767 | ||
Equity in earnings | 202,367 | |||
Investment in Quadriga Superfund at September 30, 2008 | $ | 1,733,134 | ||
Assets | $ | 90,448,327 | ||
Liabilities | $ | (4,101,863 | ) | |
Net decrease in net assets from operations | $ | 10,886,047 | ||
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Superfund Capital Management, Inc.
St. George, Grenada, West Indies
March 28, 2008
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Assets | ||||
Current Assets: | ||||
Cash | $ | 2,275,446 | ||
Due from affiliated limited partnerships | 227,425 | |||
Investment in affiliated limited partnerships (cost $1,500,000) | 1,530,767 | |||
Investment in money market funds (cost $2,295,933) | 2,829,158 | |||
Other short term investments | 53,505 | |||
Total Current Assets | 6,916,301 | |||
Fixed assets, net of accumulated depreciation of $194,403 | 10,332 | |||
Other assets | 31,755 | |||
Total Assets | $ | 6,958,388 | ||
Liabilities and Stockholder’s Equity | ||||
Liabilities: | ||||
Accrued expenses | $ | 412,056 | ||
Total Liabilities | 412,056 | |||
Stockholder’s equity: | ||||
Contributed capital, $50 par value. Authorized, issued and outstanding 2,000 shares | 100,000 | |||
Additional paid-in-capital | 2,227,378 | |||
Accumulated other comprehensive income | 706,645 | |||
Retained earnings | 3,512,309 | |||
Total Stockholder’s Equity | 6,546,332 | |||
Total Liabilities and Stockholder’s Equity | $ | 6,958,388 | ||
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Investment in Quadriga Superfund at January 1, 2007 | $ | 2,703,485 | ||
Equity in loss | (1,172,718 | ) | ||
Investment in Quadriga Superfund at December 31, 2007 | $ | 1,530,767 | ||
The summarized assets, liabilities, and net decrease in net assets from operations for Quadriga Superfund as of and for the year ending December 31, 2007 is as follows: |
Assets | $ | 90,819,420 | ||
Liabilities | $ | (7,029,765 | ) | |
Net decrease in net assets from operations | $ | (2,847,450 | ) | |
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These parts are bound together and may not be distributed separately.
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Gold Price | ||||||||||||||||||||||||||||||||||||||||||||||||||||
(USD/ounce) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec | |||||||||||||||||||||||||||||||||||||||||
2005 | 465.55 | 494.40 | 520.75 | |||||||||||||||||||||||||||||||||||||||||||||||||
2006 | 567.20 | 562.60 | 585.50 | 657.75 | 633.25 | 619.50 | 635.50 | 624.00 | 602.00 | 611.25 | 644.40 | 640.75 | ||||||||||||||||||||||||||||||||||||||||
2007 | 652.55 | 673.60 | 663.30 | 677.50 | 662.50 | 650.50 | 660.25 | 672.75 | 745.25 | 792.00 | 783.75 | 840.75 | ||||||||||||||||||||||||||||||||||||||||
2008 | 933.00 | 978.25 | 897.00 | 863.50 | 891.25 | 929.50 | 909.50 | 832.00 | 876.00 | |||||||||||||||||||||||||||||||||||||||||||
NAV in USD | Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec | ||||||||||||||||||||||||||||||||||||||||
2005 | 459.18 | 519.86 | 554.30 | |||||||||||||||||||||||||||||||||||||||||||||||||
2006 | 643.18 | 604.91 | 644.62 | 755.04 | 695.61 | 646.77 | 602.35 | 586.87 | 596.81 | 637.31 | 679.41 | 736.80 | ||||||||||||||||||||||||||||||||||||||||
2007 | 747.65 | 707.45 | 674.92 | 743.86 | 748.86 | 757.04 | 711.57 | 647.85 | 754.56 | 861.98 | 800.78 | 878.84 | ||||||||||||||||||||||||||||||||||||||||
2008 | 945.99 | 1,147.61 | 1,080.31 | 1,004.60 | 1,095.32 | 1,248.89 | 1,055.03 | 870.87 | 919.46 | |||||||||||||||||||||||||||||||||||||||||||
% in USD | Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec | Annual | |||||||||||||||||||||||||||||||||||||||
2005 | -2.79 | % | 13.21 | % | 6.62 | % | 17.35 | % | ||||||||||||||||||||||||||||||||||||||||||||
2006 | 16.03 | % | -5.95 | % | 6.56 | % | 17.13 | % | -7.87 | % | -7.02 | % | -6.87 | % | -2.57 | % | 1.69 | % | 6.79 | % | 6.61 | % | 8.45 | % | 32.92 | % | ||||||||||||||||||||||||||
2007 | 1.47 | % | -5.38 | % | -4.60 | % | 10.21 | % | 0.63 | % | 1.13 | % | -6.01 | % | -8.95 | % | 16.47 | % | 14.24 | % | -7.10 | 9.75 | % | 19.28 | % | |||||||||||||||||||||||||||
2008 | 7.64 | % | 21.31 | % | -5.86 | % | -7.01 | % | 9.03 | % | 14.02 | % | -15.52 | % | -17.33 | % | 7.64 | % | 4.60 | %** | ||||||||||||||||||||||||||||||||
RETURN STATISTICS (NAV in USD) | RISK STATISTICS (NAV in USD) | EFFICIENCY STATISTICS (NAV in USD) | ||||||||||||||
Since inception | 94.66 | % | Annual standard deviation | 33.81 | % | Sharpe ratio*** | 0.75 | |||||||||
Annualized geometric | 25.19 | % | Monthly standard deviation | 9.76 | % | Sortino ratio *** (annualized) | 1.78 | |||||||||
YTD | 4.62 | % | Max. initial risk per trade | 1.00 | % | MAR ratio | 0.83 | |||||||||
One year rolling | 21.85 | % | Typical margin to equity | 20 | % | Correlation to S&P500 | 0.01 | |||||||||
Average monthly | 1.89 | % | Maximum drawdown | 30.27 | % | MSCI World Index | 0.21 | |||||||||
Highest monthly | 21.31 | % | Maximum time off peak | 14 months | JP Morgan Govt.. Bond US | -0.17 | ||||||||||
(JPMTUS Index) | ||||||||||||||||
Lowest monthly | -17.46 | % | ||||||||||||||
% of positive months | 58.33 | % |
Fund statistics are calculated since inception. | *** modified (risk free performance = 0%) |
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Gold Price | ||||||||||||||||||||||||||||||||||||||||||||||||||||
(USD/ounce) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec | |||||||||||||||||||||||||||||||||||||||||
2005 | 465.55 | 494.40 | 520.75 | |||||||||||||||||||||||||||||||||||||||||||||||||
2006 | 567.20 | 562.60 | 585.50 | 657.75 | 633.25 | 619.50 | 635.50 | 624.00 | 602.00 | 611.25 | 644.40 | 640.75 | ||||||||||||||||||||||||||||||||||||||||
2007 | 652.55 | 673.60 | 663.30 | 677.50 | 662.50 | 650.50 | 660.25 | 672.75 | 745.25 | 792.00 | 783.75 | 840.75 | ||||||||||||||||||||||||||||||||||||||||
2008 | 933.00 | 978.25 | 897.00 | 863.50 | 891.25 | 929.50 | 909.50 | |||||||||||||||||||||||||||||||||||||||||||||
NAV in USD | Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec | ||||||||||||||||||||||||||||||||||||||||
2005 | 457.92 | 533.84 | 573.86 | |||||||||||||||||||||||||||||||||||||||||||||||||
2006 | 677.62 | 627.50 | 678.49 | 804.23 | 716.23 | 660.53 | 579.35 | 563.63 | 593.68 | 667.89 | 712.97 | 805.22 | ||||||||||||||||||||||||||||||||||||||||
2007 | 822.54 | 748.28 | 700.29 | 794.44 | 816.34 | 833.87 | 758.30 | 657.07 | 778.65 | 920.32 | 828.46 | 936.29 | ||||||||||||||||||||||||||||||||||||||||
2008 | 993.24 | 1,278.10 | 1,186.71 | 1,088.67 | 1224.93 | 1451.45 | 1141.37 | 896.09 | 950.37 | |||||||||||||||||||||||||||||||||||||||||||
% in USD | Jan | Feb | Mar | Apr | May | Jun | Jul | Aug | Sep | Oct | Nov | Dec | Annual | |||||||||||||||||||||||||||||||||||||||
2005 | -3.05 | % | 16.58 | % | 7.50 | % | 21.49 | % | ||||||||||||||||||||||||||||||||||||||||||||
2006 | 18.08 | % | -7.40 | % | 8.13 | % | 18.53 | % | -10.94 | % | -7.78 | % | -12.29 | % | -2.71 | % | 5.33 | % | 12.50 | % | 6.75 | % | 12.94 | % | 40.32 | % | ||||||||||||||||||||||||||
2007 | 2.15 | % | -9.03 | % | -6.41 | % | 13.44 | % | 2.76 | % | 2.15 | % | -9.06 | % | -13.35 | % | 18.50 | % | 18.19 | % | -9.98 | % | 13.02 | % | 16.28 | % | ||||||||||||||||||||||||||
2008 | 6.08 | % | 28.68 | % | -7.15 | % | -8.26 | % | 12.52 | % | 18.49 | % | -21.36 | % | -21.49 | % | 9.05 | % | 1.50 | %** | ||||||||||||||||||||||||||||||||
**estimate | d, 9 mos. |
RETURNSTATISTICS (NAV in USD) | RISKSTATISTICS (NAV in USD) | EFFICIENCYSTATISTICS (NAV in USD) | ||||||||||||||
Since inception | 101.20 | % | Annual standard deviation | 43.64 | % | Sharpe ratio*** | 0.61 | |||||||||
Annualized geometric | 26.60 | % | Monthly standard deviation | 12.60 | % | Sortino ratio *** (annualized) | 1.41 | |||||||||
YTD | 1.98 | % | Max. initial risk per trade | 1.50 | % | MAR ratio | 0.70 | |||||||||
One year rolling | 22.05 | % | Typical margin to equity | 30 | % | Correlation to S&P500 | 0.04 | |||||||||
Average monthly | 1.98 | % | Maximum drawdown | 38.26 | % | MSCI World Index | 0.23 | |||||||||
Highest monthly | 28.68 | % | Maximum time off peak | 8 months | JP Morgan Govt . Bond US | -0.22 | ||||||||||
(JPMTUS Index) | ||||||||||||||||
Lowest monthly | -21.49 | % | ||||||||||||||
% of positive months | 58.33 | % |
Fund statistics are calculated since inception. | *** modified (risk free performance = 0%) |
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– | Disciplined Money Management. The General Partner will generally allocate between 0.6% to 0.8% of portfolio equity to any single market position with a maximum risk of 1% to 1.5% from the initial position. However, no guarantee is provided that losses will be limited to these percentages. | ||
– | Balanced Risk. The General Partner will allocate the Fund’s capital from among more than 100 markets around the world 24 hours a day. Among the factors considered to determine the portfolio mix are market volatility, liquidity and trending characteristics. Of course, the Fund will generally not hold positions in all such markets at all times. | ||
– | Ongoing Capital Management. When proprietary risk/reward indicators reach predetermined levels, the Superfund trading system may increase or decrease commitments in certain markets in an attempt to reduce performance volatility. | ||
– | Multiple Systems. The Superfund trading system analyzes multiple technical indicators and perimeters in combination in an attempt to identify trends in their early states. Once potential trades are identified, additional filters are applied which consider volatility and the availability of risk capital before final trade signals are generated. |
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LIMITED PARTNERSHIP AGREEMENT
A-1
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SUPERFUND CAPITAL MANAGEMENT, INC. | ||||
as General Partner | ||||
By: | ||||
Name: | Nigel James | |||
Title: | President | |||
INITIAL LIMITED PARTNER | ||||
Nigel James |
By: | SUPERFUND CAPITAL MANAGEMENT, INC. | |||
as Attorney-in-Fact | ||||
By: | ||||
Name: Nigel James | ||||
Title: President |
A-17
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![(SUPERFUND GOLD L.P. LOGO)](https://capedge.com/proxy/S-1A/0000950137-08-013469/n27204a1n2720415.gif)
Superfund Gold, L.P.
c/o Superfund Asset Management, Inc.
489 Fifth Ave
New York, NY 10017
![(FORM)](https://capedge.com/proxy/S-1A/0000950137-08-013469/n27204a1n2720450.gif)
Limited Partner _| Mr. _| Mrs _| Ms. Name Limited Partner # Name of Joint Ltd. Partner(s) [ Social Security # [ Name of Entity (if applicable) [ Taxpayer ID # [ Address Street = Series A B City, State, ZIP = (please check the appropriate box) Name of Custodian (if applicable) Custodian Address City, State, ZIP Bank Name Bank Address City, State, ZIP |___ABA Number Account Name Account Number Addition. Information* *Please contact our Fund Administration Department at (212) 750-6300 if you would prefer to have the funds sent to you via Bank Check. |
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Date | Signature of Limited Partner | Date | Signature of Joint Limited Partner (if any) or Custodian | |||
Date Authorized Signatory By: (Authorized Corporate Officer, Partner, Custodian or Trustee) | Title |
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Table of Contents
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C-2
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![]() |
Subscription Documents for Investors Advised by a Registered Investment Advisor |
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Superfun Superfund Gold, L.P. |
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Investor Name Investment Advisor Firm Name Investment Advisor Registration Number Investment Advisor Representative Name Address Street City, State, ZIP Phone/Fax E-mail address |
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Print name DateM |
Investment Advisor Signature |
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Monthly Reports Annual Reports K-1 Investor Print name Date |
Investor Signature | |||||
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1 | Check box in Section 1 if this is an addition to an existing account and list Limited Partner #. | |
2 | Enter the name and address (no post office boxes) of the investor and (if applicable) joint investor inSection 2. | |
For UGMA/UTMA (Minor), enter the Minor’s name, followed by “Minor”, and address (no post office boxes) inSection 2,and enter the custodian name inSection 6. | ||
For Trusts, enter the Trustee(s) name(s) and the Trustee(s) address inSection 2and the Trust name inSection 3. | ||
For Corporations, Partnerships, and Estates, enter the officer or contact person and the entity address in Section 2 and the entity name inSection 3. | ||
Investors who are not individuals may be required to furnish a copy of organizing or other documents evidencing the authority of such entity to invest in each Series. For example, Trusts may be required to furnish a copy of each trust agreement, Corporations must furnish a corporate resolution or by laws. | ||
3 | If the mailing address is different from the residence address , please fill inSection 4. | |
4 | Enter the Custodian’s name and address inSection 6if applicable. | |
5 | Check the appropriate boxes forSeries A and/or BunderSection 7and fill in the date when the prospectus was received. | |
6 | Enter the total dollar amount being invested inSection 8. If you checked both boxes before, please indicate how much to allocate to each Series. | |
7 | Enter the investor’s brokerage account number inSection 9if applicable. | |
8 | Enter the Social Security Number OR Taxpayer ID Number, as applicable, inSection 10and check the appropriate box to indicate ownership type. For IRA accounts, the Taxpayer ID Number of the Custodian should be entered, as well as the Social Security Number of the investor. For foreign investors, enter Passport Number in Social Security Number field and Country of Citizenship in Taxpayer ID field. Please submit a copy of your Government ID with your completed subscription documents. | |
9 | The investor must sign and dateSection 12. If it is a joint account, both investors must sign. In certain cases, the Custodian‘s signature, as well as the investor‘s signature, is required. | |
10 | The name of the Broker-Dealer firm, Registered Representative name, Registered Representative number, address, and phone number must be entered in the box on the top right of the page. | |
11 | The Registered Representative and the Principal must signSection 13. | |
12 | On page 2 of this Subscription Agreement please check the appropriate boxes forSeries A and/or B. | |
13 | Please fill in the enclosed Suitability Requirements form (front & back page). |
1) | the administration or Fund Administration office of the selling firm, if firm procedures require, or | |
2) | to the custodial firm if one is required (Superfund Capital Management, Inc. (“Superfund Capital Management”) recommends sending documents early in the month so that they reach it before month-end), or | |
3) | to Superfund Capital Management, Inc. c/o Superfund Asset Management, Inc., 489 Fifth Avenue, New York, NY 10017. Attention: Fund Administration. |
Series A | Series B | |
HSBC, Acct. Nr.: 002-600-161, A/C Name: Issuer Services | HSBC, Acct. Nr.: 002-600-161, A/C Name: Issuer Services | |
Ref Nr.: 10877854, ABA#: 021001088, Swift#: MRMDUS33 | Ref Nr.: 10877856, ABA#: 021001088, Swift#: MRMDUS33 |
Jan. | 31 | Jul. | 31 | |||||||
Feb. | 29 | Aug. | 29 | |||||||
Mar. | 31 | Sep. | 30 | |||||||
Apr. | 30 | Oct. | 31 | |||||||
May | 30 | Nov. | 28 | |||||||
Jun. | 30 | Dec. | 31 |
Jan. | 30 | Jul. | 31 | |||||||
Feb. | 27 | Aug. | 31 | |||||||
Mar. | 31 | Sep. | 30 | |||||||
Apr. | 30 | Oct. | 30 | |||||||
May | 29 | Nov. | 30 | |||||||
Jun. | 30 | Dec. | 31 |
Jan. | 29 | Jul. | 30 | |||||||
Feb. | 26 | Aug. | 31 | |||||||
Mar. | 31 | Sep. | 30 | |||||||
Apr. | 30 | Oct. | 29 | |||||||
May | 28 | Nov. | 30 | |||||||
Jun. | 30 | Dec. | 31 |
Jan. | 31 | Jul. | 29 | |||||||
Feb. | 28 | Aug. | 31 | |||||||
Mar. | 31 | Sep. | 30 | |||||||
Apr. | 29 | Oct. | 31 | |||||||
May | 31 | Nov. | 30 | |||||||
Jun. | 30 | Dec. | 30 |
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Subscription Agreement |
IMPORTANT: READ PAGE D-2 BEFORE SIGNING |
Broker-Dealer Firm
R.R. Name
R.R. Number/I.D.
R.R. Phone/Fax
R.R. Email Address
R.R. Address
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7 The investor named above, by execution and delivery of this Subscription Agreement and Power of Attorney, by either (i) enclosing a check or wiring payment payable to “Superfund Gold, L.P. Series A?B?Escrow Account”, or (ii) authorizing the selling agent (or additional seller, as the case may be) to debit investor’s customer securities account in the amount set forth below, hereby subscribes for the purchase of Superfund Gold, L.P. Series A?B?Units at Net Asset Value per Unit by the last business day of each month. |
The named investor further acknowledges receipt of the Fund’s Prospectus dated|j J, including the Amended and Restated Limited Partnership |
Agreement (“Partnership Agreement”) of the Fund, the Subscription Requirements and the Subscription Agreement and Power of Attorney set forth therein, the terms of which govern the investment in the Units being subscribed for hereby. |
(* APPROPRIATE AUTHORIZATION DOCUMENTS MUST ACCOMPANY SUBSCRIPTION, I.E., TRUSTS, PENSION, CORPORATE DOCUMENTS) NON-UNITED STATES INVESTORS ONLY |
Under penalties of perjury, I certify that: (1) The number shown on this form is my correct social security number or taxpayer identification number (or I am waiting for a number to be issued to me); (2) I am not subject to backup withholding due to a failure to report interest and dividend income; and (3) I am a U.S. person.
Under penalties of perjury, by signature above I hereby certify that the Passport Number or Government ID Number provided is true, correct, and complete. (a) I am not a citizen or resident of the United States or (b) (in the case of an investor which is not an individual) the investor is not a United States corporation, partnership, estate, or trust.
Date | Signature of Limited Partner | Date | Signature of Joint Limited Partner (if any) or Custodian |
Date | Signature of Limited Partner | Date | Signature of Joint Limited Partner (if any) or Custodian |
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c/o Superfund Asset Management, Inc.
489 Fifth Avenue
New York, NY 10017
D-4
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4 | Name of product | |
4 | Value of the respective subscription/redemption (“transactions”) | |
4 | Number of subscribed/redeemed or held Units | |
4 | Performance since subscription |
Date | Signature of Limited Partner | Date | Signature of Joint Limited Partner (if any) or Custodian |
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D-5
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![]() |
Subscription Documents for Investors Advised by a Registered Investment Advisor |
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Superfun Superfund Gold, L.P. |
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1. | Alabama | Alabama investors should limit their investment in the Fund and other man aged futures programs to not more than 10% of their liquid net worth (cash, cash equivalents and readily marketable securities). | ||
2. | California | $70,000 (AI) and $250,000 (NW), or$ 500,000 (NW) | ||
3. | Iowa | $70,000 (TI) and $250,000 (NW), or $500,000 (NW) | ||
4. | Kansas | Kansas investors should limit their investment in the Fund and other managed futures programs to not more than 10% of their liquid net worth (cash, cash equivalents and readily marketable securities). | ||
5. | Kentucky | $85,000 (TI) and $85,000 (NW), or $300,000 (NW) | ||
Kentucky investors should limit their investment in any commodity pool program to not more than 10% of their liquid net worth (cash, cash equivalents and readily marketable securities). | ||||
6. | New Mexico | $75,000 (AI) and $75,000 (NW), or $250,000 (NW) | ||
7. | Oregon | $70,000 (AI) and $250,000 (NW), or $500,000 (NW) |
Communication Issues | Representations and Warranties> see reverse side |
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D-6
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Subscription Documents for Investors Advised by a Registered Investment Advisor |
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Superfun Superfund Gold, L.P. |
![]() | 1. | I have received a copy of the Prospectus, incl. the Partnership Agreement. |
![]() | 2. | If an individual subscriber, I am of legal age to execute the Subscription Agreement and am legally competent to do so. |
![]() | 3. | I satisfy the applicable financial suitability and minimum investment requirements, as set forth on page D-6 under the caption State Suitability Requirements (or in a special Supplement to the Prospectus) for residents of the state in which I reside. I agree to provide any additional documentation requested by Superfund Capital Management, as may be required by the securities administrator of my state of residence, to confirm that I meet the applicable minimum financial suitability standards to invest in the Fund. |
![]() | 4. | I understand that the investment objective of the Fund is to generate long-term capital growth while providing an element of diversification to a portfolio of stock and bond investments, which is consistent with my objective in making an investment in the Fund. |
![]() | 5. | The address on the Subscription Agreement is my true and correct residence, and I have no present intention of becoming a resident of any other state or country. All the information that I have provided on the Subscription Agreement is correct and complete as of the date indicated thereon and, if there is any material change in that information before my admission as a Limited Partner, I will immediately furnish such revised or corrected information to Superfund Capital Management. |
![]() | 6. | Unless representation (9-12) below is applicable, my subscription is made with my funds for my own account and not as trustee, custodian, or nominee for another. |
![]() | 7. | I am either: (a) not required to be registered with the CFTC or to be a member of the National Futures Association (“NFA”); or (b) if so required, I am duly registered with the CFTC and am a member in good standing of the NFA. |
Entities that acquire Units must indicate whether they are registered with the CFTC as commodity pools, whether they are exempt from registration as a commodity pool, or whether they are not a commodity pool. |
a. | The entity subscribing for Units is a commodity pool and its sponsor and/or principals are registered as commodity pool operators (“CPOs”) and members of the NFA. | ||
Provide NFA ID: | |||
b. | The entity subscribing for Units is a commodity pool but its sponsors and/or principals are not required to be registered CPOs because of an exemption under the Commodity Exchange Act or CFTC Regulations. | ||
State the exemption claimed | |||
Such entities must also provide a copy of the exemption letter filed with NFA by its sponsor and/or principals. | |||
c. | The entity subscribing for Units is not a commodity pool. Such entities must provide a seperate statement stating the purpose of forming the entity and that such entity does not solicit or accept funds to trade commodity contracts. |
![]() | 8. | I understand that the Partnership Agreement imposes substantial restrictions on the transferability of my Units and that my investment is not liquid except for limited redemption provisions, as set forth in the Prospectus and the Partnership Agreement. |
![]() | 9. | If I am representing an employee benefit plan, to the best of my knowledge, neither Superfund Capital Managment, nor any of its affiliates: (a) has investment discretion with respect to the investment of my plan assets; (b) has authority or responsibility to give or regularly gives investment advice with respect to such plan assets for a fee and under an agreement or understanding that such advice (i) will serve as a primary basis for investment decisions with respect to such plan assets and (ii) will be based on the particular investment needs of the plan; or (c) is an employer maintaining or contributing to that plan. For purposes of this representation (9), an “employee benefit plan” includes plans and accounts of various types (including their related trusts) which provide for the accumulation of a portion of an individual’s earnings or compensation, as well as investment income earned thereon, free from federal income tax until such time as funds are distributed from the plan, and include corporate “pension” and profit-sharing plans, “simplified employee pension plans”, “Keogh” plans for self-employed individuals and individual retirement accounts (“IRAs”). |
![]() | 10. | If I am subscribing as a trustee or custodian of an employee benefit plan, or of an IRA, at the direction of the beneficiary of that plan or IRA, all representations in the Subscription Agreement apply only to the beneficiary of that plan or IRA. |
![]() | 11. | If I am subscribing as a custodian for a minor, either (a) the subscription is a gift I have made to that minor and is not made with that minor’s funds, in which case the representations as to net worth and annual income below apply only to myself, acting as custodian, or (b) if the subscription is not a gift, the representations as to net worth, and annual income below apply only to that minor. |
![]() | 12. | If I am subscribing in a representative capacity, I have full power and authority to purchase Units and enter into and be bound by this Subscription Agreement on behalf of the entity for which I am purchasing the Units, and that entity has full right and power to purchase the Units and enter into and be bound by the Subscription Agreement, and become a Limited Partner under the Partnership Agreement. |
![]() | 13. | For Tennessee, Alabama and Arkansas Investors only: I understand that the rate at which each Series’ performance fee is calculated exceeds the maximum rate for incentive or performance fees payable under the Guidelines for Registration of Commodity Pool Programs adopted by the North American Securities Administrators Association. |
![]() | 14. | For Alabama and Arkansas investors only: I understand that the Issuer’s introducing broker and the Issuer’s trading advisor are affiliated entities, and that this affiliation gives rise to a conflict of interest, as described on pages 21-22 of the Prospectus. I understand this may prevent the Issuer from accomplishing all of its objectives. |
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Table of Contents
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Subscription Documents for Investors Advised by a Registered Investment Advisor |
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Superfun Superfund Gold, L.P. |
1. | By execution and delivery of this Subscription Agreement Addendum, I hereby request that my subscription for Units in Superfund Gold, L.P. Series ![]() ![]() |
2. | My total subscription for Units is in the amount of USD ![]() |
3. | I hereby request that the initial issuance of Units subscribed for by the accompanying Subscription Agreement and this Subscription Agreement Addendum be in the amount of USD ![]() |
4. | I hereby request the Fund to issue to me USD ![]() ![]() ![]() |
5. | I hereby authorize and instruct ![]() |
6. | I understand that (i) my broker will not advance any funds due under the accompanying Subscription Agreement and this Subscription Agreement Addendum and that (ii) if I do not have adequate cash available in my customer securities account with my broker for my broker to remit to the Fund, or do not separately send a check or wire funds to the Fund, at each month-end or calendar quarter-end, as the case may be, for which I have requested the issuance of the Units subscribed for under the accompanying Subscription Agreement and this Subscription Agreement Addendum, no Units will be issued to me as of such month-end or calendar quarter-end, as the case may be. I understand that my subscription in the amount set forth in the Subscription Agreement and above is irrevocable and that I am responsible for submitting timely payments for the Units subscribed for in the accompanying Subscription Agreement in the amount(s) set forth above at least five (5) business days prior to the cut off-days set forth in the Subscription Agreement. I hereby agree not to hold the Fund or Superfund Capital Management liable for the failure of my broker to submit funds to the Fund in a timely manner. |
7. | I understand that the instructions contained in this Subscription Agreement Addendum may be modified only by a writing delivered to the Fund and my broker identified in Item 5 above. |
8. | I hereby acknowledge and agree that the instructions contained in this Subscription Agreement Addendum shall survive my death or disability, but shall terminate with the full redemption of all of my Units. This Subscription Agreement Addendum shall be governed by and interpreted in accordance with the laws of the State of Delaware. |
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D-8
Table of Contents
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Subscription Documents for Investors Advised by a Registered Investment Advisor |
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Superfun Superfund Gold, L.P. |
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Table of Contents
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Subscription Documents for Investors Advised by a Registered Investment Advisor |
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Superfun Superfund Gold, L.P. |
Superfund Gold, L.P.
c/o Superfund Asset Management, Inc.
489 Fifth Ave
New York, NY 10017
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Date | Signature of Limited Partner | Date | Signature of Joint Limited Partner (if any) orC ustodian | |||
Date | Authorized Signatory | Title |
Date | Signature of Transferee | Date | Signature of Joint Transferee (if applicable) | |||
Date | Authorized Signatory | Title |
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![]() | Broker-Dealer Broker-Dealer Firm R.R. Name R.R. Number/I.D. R.R. Phone/Fax R.R. Email Address R.R. Address |
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Date | Signature of Limited Partner | Date | Signature of Joint Limited Partner (if any) or Custodian |
Date | Registered Representative Signature | Date | Principal Signature (if required by Selling Agent procedures) |
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Table of Contents
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Approximate | ||||
Amount | ||||
Securities and Exchange Commission Registration Fee | $ | 7,860 | * | |
Financial Industry Regulatory Authority Filing Fee | 20,500 | * | ||
Printing Expenses | 50,000 | |||
Fees of Certified Public Accountants | 60,000 | |||
Blue Sky Expenses (Excluding Legal Fees) | 35,000 | |||
Fees of Counsel | 250,000 | |||
Escrow Fees | 15,000 | |||
Total | $ | 438,360 | ||
* | Fees marked with an asterisk are exact rather than estimated. |
II-1
Table of Contents
Exhibit | ||
Number | Description of Document | |
1.01 | Form of Selling Agent Agreement between the Registrant and Superfund USA, Inc., including form of Additional Selling Agent Selling Agreement. (amended) | |
3.01 | Certificate of Limited Partnership of the Registrant.* | |
3.02 | Limited Partnership Agreement of the Registrant.* | |
3.03 | Form of Amended and Restated Limited Partnership Agreement of the Registrant (included as Exhibit A to the Prospectus). | |
5.01 | Opinion of Sidley Austin LLP relating to the legality of the Units. | |
(amended) | ||
8.01 | Opinion of Sidley Austin LLP with respect to federal income tax consequences. | |
10.01 | Form of Administration Agreement between the Registrant and the Administrator. | |
10.02 | Form of Escrow Agreement among the Registrant, the General Partner and the Escrow Agent.* | |
10.03 | Form of Subscription Agreement and Power of Attorney (included in Exhibit D to the Prospectus). | |
23.03 | Consent of Sidley Austin LLP (included in Exhibit 5.01). | |
23.04 | Consent of Deloitte & Touche LLP. |
* | Previously filed |
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II-3
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II-4
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Superfund Gold, L.P. | ||||
By: | Superfund Capital Management, Inc. | |||
General Partner | ||||
By: | /s/ Nigel James | |||
President |
Signature | Title with Registrant | Date | ||
/s/ Nigel James | President (Principal | November 4, 2008 | ||
Nigel James | Executive Officer) | |||
/s/ Roman Gregorig | Vice President and Director | November 4, 2008 | ||
Roman Gregorig | (Principal Financial | |||
Officer and Principal | ||||
Accounting Officer |
General Partner
By | /s/ Nigel James | November 4, 2008 | ||
Nigel James | ||||
President |
II-5
Table of Contents
Exhibit | ||
Number | Description of Document | |
1.01 | Form of Selling Agent Agreement between the Registrant and Superfund USA, Inc., including form of Additional Selling Agent Selling Agreement. (amended) | |
3.01 | Certificate of Limited Partnership of the Registrant.* | |
3.02 | Limited Partnership Agreement of the Registrant.* | |
3.03 | Form of Amended and Restated Limited Partnership Agreement of the Registrant (included as Exhibit A to the Prospectus). | |
5.01 | Opinion of Sidley Austin LLP relating to the legality of the Units. (amended) | |
8.01 | Opinion of Sidley Austin LLP with respect to federal income tax consequences. | |
10.01 | Form of Administration Agreement between the Registrant and the Administrator. | |
10.02 | Form of Escrow Agreement among the Registrant, the General Partner and the Escrow Agent.* | |
10.03 | Form of Subscription Agreement and Power of Attorney (included in Exhibit D to the Prospectus). | |
23.03 | Consent of Sidley Austin LLP (included in Exhibit 5.01). | |
23.04 | Consent of Deloitte & Touche LLP. |
* | Previously filed |