SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the Fiscal Year Ended December 31, 2003
Commission File Number 333-88460
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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QUADRIGA SUPERFUND, L.P. - SERIES A and SERIES B
------------------------------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 98-0375395
- ------------------------------- ------------------------------------
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
LE MARQUIS COMPLEX
UNIT 5
P.O. BOX 1479
GRAND ANSE
ST. GEORGE'S GRENADA
WEST INDIES
Registrant's telephone number, including area code: (473) 439-2418
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
-------------------------------------
(Title of Class)
1
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.
Yes [X] No [ ]
Indicate by check mark if the disclosure document of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of the Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part II of this Form 10-K or
any amendment to this Form 10-K. [ ]
The Registrant has no voting stock. As of December 31, 2003 there were
27,201.874 Units (Share Class A: 12,256.648 and Share Class B: 14,945.226) of
Limited Partnership Interest issued and outstanding.
Total number of pages 47.
DOCUMENTS INCORPORATED BY REFERENCE
Prospectus dated July 22, 2003 included within the Registration
Statement on Form S-1 (File No. 333-88460), incorporated by reference into Parts
I, II, III and IV.
2
PART I
ITEM 1. BUSINESS
Quadriga Superfund, L.P. ("Quadriga Superfund," the "Registrant" or the
"Fund") is a limited partnership which was organized on May 3, 2002 under the
Delaware Revised Uniform Limited Partnership Act, as amended. In accordance with
the Limited Partnership Agreement under which it operates, Quadriga Superfund is
organized as two separate series of limited partnership units, Series A and
Series B. The Registrant operates as a commodity investment pool, whose purpose
is speculative trading in the U.S. and international futures and equity markets.
Specifically, the Fund trades a portfolio of approximately 100 futures markets
using a fully automated computerized trading system. The general partner and
trading manager of the Registrant is Quadriga Capital Management, Inc.
("Quadriga Capital Management," "the General Partner" or the "Trading Manager"),
a Grenada corporation. The Registrant's operations are regulated by the
provisions of the Commodity Exchange Act, the regulations of the Commodity
Futures Trading Commission, and the rules of the National Futures Association.
The Registrant originally filed a registration statement with the U.S.
Securities and Exchange Commission for the sale of 200,000 Units of Limited
Partnership at $1,000 each, which registration statement was declared effective
on October 22, 2002. The Fund filed an amended registration statement on October
31, 2002 with the U.S. Securities and Exchange Commission to include certain
disclosures requested by specific states in which the Fund is selling Units. The
Unit selling price during the initial offering period, which ended on October
31, 2002, was $1,000. Since November 1, 2002, Units of Limited Partnership
Interests of the Fund have been offered on an ongoing basis during the Fund's
continuing offering period. During the continuing offering period, subscriptions
are accepted monthly and proceeds are transferred to bank and brokerage accounts
for trading purposes. The selling price per Unit during the continuing offering
period is the net asset value per Unit as of the last business day of the month
in which the subscription is accepted.
The Registrant filed its latest amended registration statement with the
Securities and Exchange Commission on July 22, 2003. A total of $33,952,032 has
been invested in the initial and continuing offering periods through December
31, 2003, and a total of $1,797,883 in investments has been redeemed during
these same periods.
In addition to making all trading decisions in its capacity as trading
manager, Quadriga Capital Management conducts and manages all aspects of the
business and administration of the Registrant in its role as general partner.
The Registrant will be terminated and dissolved promptly thereafter
upon the happening of the earlier of: (a) the expiration of the Registrant's
stated term of December 31, 2050; (b) an election to dissolve the Registrant at
any time by Limited Partners owning more
3
than 50% of the Units then outstanding; (c) the withdrawal of Quadriga Capital
Management as general partner unless one or more new general partners have been
elected or appointed pursuant to the of Limited Partnership Agreement; or (d)
with respect to Series A and Series B Units of Limited Partnership Interest, a
decline in the aggregate net assets of such a Series to less than $500,000 after
commencement of trading.
REGULATION
Under the Commodity Exchange Act, as amended (the "Act"), commodity
exchanges and commodity futures trading are subject to regulation by the
Commodity Futures Trading Commission (the "CFTC"). The National Futures
Association (the "NFA"), a registered futures association under the Act, is the
only non-exchange self-regulatory organization for commodity industry
professionals. The CFTC has delegated to the NFA responsibility for the
registration of "commodity trading advisors," "commodity pool operators,"
"futures commission merchants," "introducing brokers" and their respective
associated persons and "floor brokers." The Act requires "commodity pool
operators" such as Quadriga Capital Management and commodity brokers or "futures
commission merchants" such as the Registrant's commodity brokers to be
registered and to comply with various reporting and recordkeeping requirements.
Quadriga Capital Management and the Registrant's commodity brokers are members
of the NFA. The CFTC may suspend a commodity pool operator's registration if it
finds that its trading practices tend to disrupt orderly market conditions, or
as the result of violations of the Commodity Exchange Act or rules and
regulations promulgated thereunder. In the event Quadriga Capital Management's
registration as a commodity pool operator was terminated or suspended, Quadriga
Capital Management would be unable to continue to manage the business or the
Registrant. Should Quadriga Capital Management's registration be suspended,
termination of the Registrant might result.
In addition to such registration requirements, the CFTC and certain
commodity exchanges have established limits on the maximum net long and net
short positions which any person, including the Registrant, may hold or control
in particular commodities. Most exchanges also limit the maximum changes in
futures contract prices that may occur during a single trading day. The
Registrant also trades in dealer markets for forward and swap contracts, which
hare not regulated by the CFTC. Federal and state banking authorities also do
not regulate forward trading or forward dealers. In addition, the Registrant
trades on foreign commodity exchanges, which are not subject to regulation by
any United States government agency.
OPERATIONS
A description of the business of the Registrant, including trading
approach, rights and obligations of the Partners, and compensation arrangements
is contained in the Prospectus under "Summary," "The Risks You Face," "Quadriga
Capital Management, Inc.," "Conflicts
4
of Interest," and "Charges to Each Series" and such description is incorporated
herein by reference from the Prospectus.
The Registrant conducts its business solely in the speculative trading
of futures and forward contracts and options thereon. The Registrant is a market
participant in the "managed futures" industry. Market participants include all
types of investors, such as corporations, employee benefit plans, individuals
and foreign investors. Service providers of the managed futures industry include
(a) pool operators, which conduct and manage all aspects of trading funds such
as the Registrant, (b) trading advisors, which make the specific trading
decisions, and (c) commodity brokers, which execute and clear the trades
pursuant to the instructions of the trading advisor. The Registrant has no
employees, and does not engage in the sale of goods or services.
The Registrant trades on domestic and international exchanges in up to
approximately 100 futures market contracts: currencies, livestock, agricultural,
metals, interest rate instruments, energies, stock indices, and grains. Trading
decisions are made using a fully automated computerized trading system which
emphasizes instruments with low correlation and high liquidity for order
execution. The particular contracts traded by the Registrant will fluctuate from
time to time.
The Registrant may, in the future, experience increased competition for
the commodity futures and other contracts in which it trades. Quadriga Capital
Management will recommend similar or identical trades for other accounts under
its management. Such competition may also increase due to what Quadriga Capital
Management believes is an increasing utilization of computerized trading methods
similar in general to those used by Quadriga Capital Management.
ITEM 2. PROPERTIES
The Registrant does not use any physical properties in the conduct of
its business. Its assets currently consist of futures and other contracts, cash
and U.S. Treasury Bills.
ITEM 3. LEGAL PROCEEDINGS
Quadriga Capital Management is not aware of any material legal
proceedings to which it or the Registrant is a party or to which any of their
assets are subject.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
5
Units of Limited Partnership Interest are not publicly traded. Units
may be transferred or redeemed subject to the conditions imposed by the
Agreement of Limited Partnership. As of December 31, 2003, there were 12,256.648
Units in Series A of the Registrant and 14,945.226 Units in Series B for a total
of 27,201.874 Units of Limited Partnership Interest outstanding.
Quadriga Capital Management has sole discretion in determining what
distributions, if any, the Registrant will make to its Unit holders. Quadriga
Capital Management has not made any distributions as of the date hereof.
ITEM 6. SELECTED FINANCIAL DATA
SERIES A SERIES B
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Total Net Assets $16,144,789 $22,136,771
Total Income 3,412,903 5,728,207
Net Income 2,113,986 3,569,443
Net Income (loss) per Unit 172.48 238.83
Increase (Decrease) in Net Asset Value per Unit 221.61 321.42
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
INTRODUCTION
Quadriga Superfund commenced the offering of its Units of Limited
Partnership Interest 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 year ended December 31, 2003, subscriptions
totaling $30,982,598 had been accepted and redemptions over the same period
totaled $1,797,883. As of December 31, 2002, subscriptions totaling $2,969,434
had been accepted and redemptions over the same period totaled $0.
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.
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
6
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.
RESULTS OF OPERATIONS
Series A:
Net results for the year ended December 31, 2003 were a gain of 20.23%
in net asset value compared to the preceding year. This increase consisted of
interest income of approximately 0.75%, trading performance (including
commissions) of approximately 26.29% and charges of approximately 6.81% due to
management fees, organization expenses, operating expenses, selling commissions
and incentive fees. At December 31, 2003 and December 31, 2002, the net asset
value per unit of Series A was $1,317.23 and $1,095.62, respectively.
Series B:
Net results for the year ended December 31, 2003 were a gain of 27.71%
in net asset value compared to the preceding year. This increase consisted of
interest income of approximately 0.74%, trading performance (including
commissions) of approximately 34.44% and charges of approximately 7.47% due to
management fees, organization expenses, operating expenses, selling commissions
and incentive fees. Series B generally magnifies the performance for Series A
during any period, either positive or negative, due to Series B's leverage of
approximately 1.5 times Series A. At December 31, 2003 and December 31, 2002,
the net asset value per unit of Series B was $1,481.19 and $1,159.77,
respectively.
Fund results for January 2003:
7
The continuing downward trend in stock markets produced gains in short
positions in stock index futures and also in long positions in U.S. Treasury
bonds, notes and interest rate futures.
Long positions in currencies futures versus the U.S. Dollar were also
profitable.
Due to the persisting threat of a war in Iraq, prices in the energy
market continued their upward trend and contributed positive performance.
In the metal sector, long positions in precious metals benefited from
rising prices.
During the month of January, Series A gained 11.4% and Series B 17.6%.
Fund results for February 2003:
Short positions in stock index futures as well as long positions in
U.S. Treasury bonds, notes and interest rate futures profited by downward
movement in stock markets.
In the currencies sector, the Fund gained in long positions in the
Japanese Yen, the Canadian Dollar and Australian Dollar, whereas the upwards
trend of the Euro versus the U.S. Dollar was interrupted.
Long positions in energy products benefited again from the political
tensions caused by the pending war in the Middle East.
Although the prices of agricultural products as well as of gold and
silver decreased significantly resulting in losses in long positions in these
markets, the net asset value of Series A and B increased by 12.0% and 17.1%,
respectively.
Fund results for March 2003:
The military operation in Iraq caused a sudden upward movement in stock
markets. This affected negatively short positions in stock indices as well as
long positions in U.S. Treasury bonds, notes and interest rate futures.
Long positions in currencies versus the U.S. Dollar lost due to the
sharp rise in value of the Dollar versus most other foreign currencies.
Furthermore, the upward trend of prices in the energy sector ended
abruptly and caused significant losses in long futures positions. Although short
positions in metals offset the losses slightly (this sector was the only one
with a positive contribution to this month's trading results), Series A
experienced a loss of 20.12%, whereas Series B decreased by 29.1%.
8
For the first quarter of the year 2003, the most profitable market
group was the energy sector, while positions in agricultural products showed the
weakest performance.
Fund results for April 2003:
The upward trend in stock markets produced losses in short positions in
stock index futures and the sideway pattern in U.S. Treasury bonds, notes and
interest rate futures allowed only moderate gains in long positions in those
markets.
However, long positions in currencies futures versus the U.S. Dollar
were very profitable.
Prices in the energy market continued their decline with the exception
of natural gas and produced a minor loss in this sector for the month.
In the metal sector, short positions suffered from rising prices.
During the month of April, Series A gained 0.5% and Series B gained
0.9%.
Fund results for May 2003:
The worldwide economy started to show some signs of strengthening,
which encouraged stock markets as well as caused prices for bonds, notes and
interest rates to rise. Consequently, short positions in stock indices weakened,
whereas long positions in financial futures - especially in bonds and notes -
were profitable.
In the currencies sector, most of the long positions in foreign
currencies contributed significantly to this month's extraordinary positive
performance.
Long positions in energy products benefited from the end of the
downward trend of oil-related products.
The net asset value of Series A and B increased by 15.0% and 21.9%,
respectively.
Fund results for June 2003:
The long upward trend of financial futures prices came to a sudden end
and changed to a sharp decline, causing a significant loss especially in long
positions in bonds and notes and also interest rate futures.
Similarly, the downward trend of most currencies versus the US-Dollar
stopped and the US-Dollar started to make up for its losses in the past. This
resulted in negative performance for most of the fund's long positions in
foreign currencies.
9
Further significant losses were incurred in the metal sector, where
long positions suffered from the sharp decrease of the prices.
The agricultural sector also contributed to the negative fund
performance of this month.
In the month of June 2003, Series A experienced a loss of 8.4%, whereas
Series B decreased by 11.6%.
For the second quarter of the year 2003, the most profitable market
group was the currency sector, while positions in the metal markets showed the
weakest performance.
Fund results for July 2003:
In July a significant upwards trend of the United States Dollar versus
most of the foreign currencies caused a major loss in the Fund's combination of
long and short currency positions.
Rising financial futures prices resulted in a loss in the respective
short positions held by the Fund.
The continuing upwards trend in stock index markets contributed
positively to the Fund's performance as did long positions in the agricultural
sector, energy related products and metals.
During the month of July, Series A lost 8.8% and Series B lost 12.0%,
including charges.
Fund results for August 2003:
The Fund's long stock index positions were profitable due to a
continuing rise in stock index market, although this increase encountered some
resistance during the month.
In spite of generally flat trends in the energy markets, a gain in this
sector was realized due to the sharp rise of unleaded gas prices following power
outages in wide parts of North America.
Short positions in the financial futures sector also contributed toward
positive performance.
The only noteworthy losses for the month resulted from long positions
in the metal markets, although precious metals showed an upwards movement.
10
The net asset value of Series A and B increased by 2.2% and 3.4%,
respectively, including charges.
Fund results for September 2003:
The sharp decline in crude oil prices and oil-related products during
the first days of this month caused a heavy loss for the Fund's long positions
in those markets.
Furthermore, the upwards trend of stock indices reversed, resulting in
negative performance for long stock index futures positions.
However, long positions in foreign currencies were able to offset a
major part of the losses mentioned above due to the weakening of the U.S. Dollar
during this month.
In the financial futures sector, long positions were profitable.
For September, Series A realized a profit of 0.1% while Series B showed
0.0%, each including charges.
For the third quarter of 2003, the most profitable market group overall
was the agricultural sector while positions in the energy markets contributed
the greatest amount of losses.
Fund results for October 2003:
For the month of October, long positions in stock market indices
profited from upward price developments on the stock exchanges.
Falling financial futures prices caused losses for short positions in
the interest rate and bond markets.
Long positions in grains and soy related products were able to gain
from rallying markets, also the strong increase of metal prices contributed to a
positive trading performance.
During the month of October 2003, Series A gained 4.0% and Series B
gained 5.9%, including charges.
Fund results for November 2003:
In the month of November, we saw a strengthening of most of the major
foreign currencies enabling the fund's respective long positions to take
profits.
11
The agricultural markets, especially the grains products, displayed
high volatility. The strong upwards trend of soy products of the month before
was reversed. These developments caused a loss in the long and short strategy of
our fund in those markets.
Long positions in the financial futures sector also contributed toward
negative performance.
Stock index markets didn't reveal any significant trend and traded
slightly positive.
The net asset value of Series A and B lost 1.8% and 2.0%, respectively,
including charges.
Fund results for December 2003:
In the month of December, stock markets were on a rise. Therefore, long
positions in this sector were profitable.
A major contribution to this month's positive performance resulted from
strong gains of long positions in foreign currencies. The Euro was able to reach
a new all-time-high by the end of the year.
Long positions in metals and energy products were also very profitable.
In the financial futures sector, minor losses were incurred by long
positions.
For December, Series A realized a profit of 19.4% while Series B
increased by 27.3%, each including charges.
For the fourth quarter of 2003, the most profitable market group
overall was the metal sector while positions in the interest rate markets
contributed the greatest amount of losses.
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 Quadriga Capital Management was
unable to offset such positions, the Fund could experience substantial losses.
Quadriga Capital Management attempts to minimize 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%.
12
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.
CRITICAL ACCOUNTING POLICIES - VALUATION OF THE FUND'S POSITIONS
Quadriga 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 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 contracts held by the Fund will also be valued at published
daily settlement prices or at dealers' quotes. Thus, Quadriga Capital Management
expects that under normal circumstances substantially all of the Fund's assets
will be valued on a daily basis using objective measures.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTRODUCTION
The Fund is a speculative commodity pool. The market sensitive
instruments held by it are acquired for speculative trading purposes, and all or
a substantial amount of the Fund's assets are subject to the risk of trading
loss. Unlike an operating company, the risk of market sensitive instruments is
integral, not incidental, to the Fund's main line of business.
Market movements can produce frequent changes in the fair market value
of the Fund's open positions and, consequently, in its earnings and cash flow.
The Fund's market risk is influenced by a wide variety of factors, including the
level and volatility of exchange rates, interest rates, equity price levels, the
market value of financial instruments and contracts, the diversification effects
among the Fund's open positions and the liquidity of the markets in which it
trades.
The Fund rapidly acquires and liquidates both long and short positions
in a wide range of different markets. Consequently, it is not possible to
predict how a particular future market scenario will affect performance, and the
Fund's past performance is not necessarily indicative of its future results.
13
Value at Risk is a measure of the maximum amount which the Fund could
reasonably be expected to lose in a given market sector. However, the inherent
uncertainty of the Fund's speculative trading and the recurrence in the markets
traded by the Fund of market movements far exceeding expectations could result
in actual trading or non-trading losses far beyond the indicated Value at Risk
or the Fund's experience to date (i.e., "risk of ruin"). In light of this, as
well as the risks and uncertainties intrinsic to all future projections, the
inclusion of the quantification included in this section should not be
considered to constitute any assurance or representation that the Fund's losses
in any market sector will be limited to Value at Risk or by the Fund's attempts
to manage its market risk.
Standard of Materiality
Materiality as used in this section, "Quantitative and Qualitative
Disclosures About Market Risk," is based on an assessment of reasonably possible
market movements and the potential losses caused by such movements, taking into
account the leverage, and multiplier features of the Fund's market sensitive
instruments.
QUANTIFYING THE FUND'S TRADING VALUE AT RISK
Quantitative Forward-Looking Statements
The following quantitative disclosures regarding the Fund's market risk
exposures contain "forward-looking statements" within the meaning of the safe
harbor from civil liability provided for such statements by the Private
Securities Litigation Reform Act of 1995 (set forth in Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934).
All quantitative disclosures in this section are deemed to be forward-looking
statements for purposes of the safe harbor, except for statements of historical
fact (such as the dollar amount of maintenance margin required for market risk
sensitive instruments held at the end of the reporting period).
The Fund's risk exposure in the various market sectors traded by
Quadriga Capital Management is quantified below in terms of Value at Risk. Due
to the Fund's mark-to-market accounting, any loss in the fair value of the
Fund's open positions is directly reflected in the Fund's earnings (realized or
unrealized).
Exchange maintenance margin requirements have been used by the Fund as
the measure of its Value at Risk. Maintenance margin requirements are set by
exchanges to equal or exceed the maximum losses reasonably expected to be
incurred in the fair value of any given contract in 95%-99% of any one-day
intervals. The maintenance margin levels are established by dealers and
exchanges using historical price studies as well as an assessment of current
market volatility and economic fundamentals to provide a probabilistic estimate
of the maximum expected near-term one-day price fluctuation.
14
In the case of market sensitive instruments which are not
exchange-traded (which includes currencies and some energy products and metals
in the case of the Fund), the margin requirements for the equivalent futures
positions have been used as Value at Risk. In those cases in which a
futures-equivalent margin is not available, dealers' margins have been used.
In the case of contracts denominated in foreign currencies, the Value
at Risk figures include foreign margin amounts converted into U.S. Dollars with
an incremental adjustment to reflect the exchange rate risk inherent to the
Dollar-based Fund in expressing Value at Risk in a functional currency other
than Dollars.
In quantifying the Fund's Value at Risk, 100% positive correlation in
the different positions held in each market risk category has been assumed.
Consequently, the margin requirements applicable to the open contracts have
simply been aggregated to determine each trading category's aggregate Value at
Risk. The diversification effects resulting from the fact that the Fund's
positions are rarely, if ever, 100% positively correlated have not been taken
into account.
THE FUND'S TRADING VALUE AT RISK IN DIFFERENT MARKET SECTORS
The following tables indicate the trading Value at Risk associated with
the Fund's open positions by market category as of December 31, 2003. All open
position trading risk exposures of the Fund have been included in calculating
the figures set forth below. As of December 31, 2003 and September 30, 2003, the
net asset values for Series A were $16,144,789 and $11,733,464, respectively,
and the net asset values for Series B as of such dates were $22,136,771 and
$15,284,430, respectively.
Series A as of December 31, 2003:
% OF TOTAL CAPITALIZATION (NET
SECTOR MARKET RISK (USD) ASSETS)
Agricultural Products 63,935 0.40
Energy 744,100 4.61
Metals 594,433 3.68
Series B as of December 31, 2003:
% OF TOTAL CAPITALIZATION (NET
SECTOR MARKET RISK (USD) ASSETS)
Agricultural Products 115,723 0.52
Energy 1,329,871 6.01
Metals 1,060,137 4.79
MATERIAL LIMITATIONS ON VALUE AT RISK AS AN ASSESSMENT OF MARKET RISK
15
The face value of the market sector instruments held by the Fund is
typically many times the applicable maintenance margin requirement (maintenance
margin requirements generally ranging between approximately 1% and 10% of
contract face value) as well as many times the capitalization of the Fund. The
magnitude of the Fund's open positions creates a "risk of ruin" not typically
found in most other investment vehicles. Because of the size of its positions,
certain market conditions -- unusual, but historically recurring from time to
time -- could cause the Fund to incur severe losses over a short period of time.
The foregoing Value at Risk tables -- as well as the past performance of the
Fund -- give no indication of this "risk of ruin."
NON-TRADING RISK
The Fund has non-trading market risk on its foreign cash balances not
needed for margin. However, these balances (as well as the market risk they
represent) are immaterial. The Fund also has non-trading market risk as a result
of investing a substantial portion of its available assets in U.S. Treasury
Bills. The market risk represented by these investments is immaterial.
QUALITATIVE DISCLOSURES REGARDING PRIMARY TRADING RISK EXPOSURES
The following qualitative disclosures regarding the Fund's market risk
exposures -- except for (i) those disclosures that are statements of historical
fact and (ii) the descriptions of how the Fund manages its primary market risk
exposures -- constitute forward-looking statements within the meaning of Section
27A of the Securities Act and Section 21E of the Securities Exchange Act. The
Fund's primary market risk exposures as well as the strategies used and to be
used by Quadriga Capital Management for managing such exposures are subject to
numerous uncertainties, contingencies and risks, any one of which could cause
the actual results of the Fund's risk controls to differ materially from the
objectives of such strategies. Government interventions, defaults and
expropriations, illiquid markets, the emergence of dominant fundamental factors,
political upheavals, changes in historical price relationships, an influx of new
market participants, increased regulation and many other factors could result in
material losses as well as in material changes to the risk exposures and the
risk management strategies of the Fund. There can be no assurance that the
Fund's current market exposure and/or risk management strategies will not change
materially or that any such strategies will be effective in either the short- or
long-term. Investors must be prepared to lose all or substantially all of their
investment in the Fund.
The following were the primary trading risk exposures of the Fund as of
December 31, 2003, by market sector.
Currencies
The Fund's currency exposure is to exchange rate fluctuations,
primarily those which disrupt the historical pricing relationships between
different currencies and currency pairs.
16
These fluctuations are influenced by interest rate changes as well as political,
geopolitical and general economic conditions. The Fund trades in a large number
of currencies, including cross-rates, (e.g. positions between two currencies
other than the U.S. Dollar). Quadriga Capital Management does not anticipate
that the risk profile of the Fund's currency sector will change significantly in
the future. As of December 31, 2003 there was no exposure to these markets based
on open positions on such date.
Interest Rates
Interest rate movements directly affect the price of the sovereign bond
positions held by the Fund and indirectly the value of the Fund's stock index
and currency positions. Interest rate movements in one country as well as
relative interest rate movements between countries could materially impact the
Fund's profitability. The Fund's primary interest rate exposure is to interest
rate fluctuations in the United States, Europe, United Kingdom, Australia and
Japan. The changes in interest rates which have the most effect on the Fund are
changes in long-term as opposed to short-term rates. As of December 31, 2003
there was no exposure to these markets based on open positions on such date.
Stock Indices
Generally, the Fund's primary exposure is to the equity price risk in
the G-7 countries and certain other countries with high liquidity (Taiwan, Hong
Kong, Switzerland and Spain). The Fund is primarily exposed to the risk of
adverse price trends or static markets in these countries. Static markets would
not cause major price changes but would make it difficult for the Fund to avoid
being "whipsawed" into numerous smaller losses. As of December 31, 2003 there
was no exposure to these markets based on open positions on such date.
Energy
The Fund's primary energy market exposure is to crude oil, natural gas
and heating oil. Movements in these markets are often due to geopolitical
developments in the Middle East but can also be caused by shortage due to
extreme weather conditions. The exposure to these markets as of December 31,
2003 was relatively high in comparison to historic levels.
Metals
The Fund's metals market exposure derives primarily from fluctuations
in the price of gold, silver, platinum, copper, zinc, nickel and aluminum. These
markets represent a great diversification in terms of correlation to many of the
other sectors the Fund trades. The exposure to these markets as of December 31,
2003 was similar to historic levels.
Agricultural Market
17
The Fund's agricultural market exposure is to fluctuations in the price
of cocoa, sugar, coffee, cotton, lean hogs and live cattle. These markets
represent a great diversification in terms of correlation to many of the other
sectors the Fund trades. The exposure to these markets as of December 31, 2003
was relatively low in comparison to historic levels.
QUALITATIVE DISCLOSURES REGARDING NON-TRADING RISK EXPOSURE
GENERAL
On July 22, 2003, Quadriga Capital Management on behalf of the Fund
filed an amended registration statement with the U.S. Securities and Exchange
Commission which became effective on July 25, 2003. The amended registration
statement included as a risk possible contingent liability resulting from
potential claims for rescission from investors and regulatory or enforcement
action for any sales of Units made without an effective registration statement.
On January 10, 2003, Quadriga Capital Management on behalf of the Fund
filed a post-effective amendment to the registration statement which amended the
plan of distribution. Before such amendment had been declared effective, and as
of June 30, 2003, the Fund had sold a total of 5,604 units of Series A in the
principal amount of $6.74 million and 8,091 units of Series B in the principal
amount of $10.73 million. As a regulated company, Quadriga Capital Management
faces potential liability in the normal cause of its business from any
administrative action or in any situation in which it is found to have engaged
in activities which violate applicable law. Quadriga Capital Management is
unable to estimate the probability of assertion of any related claims or
assessments.
Except as described in the preceding two paragraphs, the Fund is
unaware of any (i) anticipated known demands, commitments or capital
expenditures; (ii) material trends, favorable or unfavorable, in its capital
resources; or (iii) trends or uncertainties that will have a material effect on
operations. From time to time, certain regulatory agencies have proposed
increased margin requirements on futures contracts. Because the Fund generally
will use a small percentage of assets as margin, the Fund does not believe that
any increase in margin requirements, as proposed, will have a material effect on
the Fund's operations.
Foreign Currency Balances
The Fund's primary foreign currency balances are in the G-7 countries
along with Spain and Asian markets. The Fund controls the non-trading risk of
these balances by regularly converting these balances back into dollars (no less
frequently than weekly, and more frequently if a particular foreign currency
balance becomes unusually large based on Quadriga Capital Management's
experience).
18
Treasury Bill Positions
The Fund's only market exposure in instruments held other than for
trading is in its Treasury Bill portfolio. The Fund holds Treasury Bills
(interest bearing and credit risk-free) with durations no longer than six
months. Substantial or sudden fluctuations in prevailing interest rates could
cause immaterial mark-to-market losses on the Fund's Treasury Bills, although
substantially all of these short-term investments are held to maturity.
QUALITATIVE DISCLOSURES REGARDING MEANS OF MANAGING RISK EXPOSURE
The means by which the Fund and Quadriga Capital Management, severally,
attempt to manage the risk of the Fund's open positions is essentially the same
in all market categories traded. Quadriga Capital Management applies risk
management policies to its trading which generally limit the total exposure that
may be taken per "risk unit" of assets under management. In addition, Quadriga
Capital Management follows diversification guidelines (often formulated in terms
of the balanced volatility between markets and correlated groups), as well as
imposing "stop-loss" points at which the Fund's brokers must attempt to close
out open positions.
Quadriga Capital Management controls the risk of the Fund's non-trading
instruments (Treasury Bills held for cash management purposes) by limiting the
duration of such instruments to no more than six months.
GENERAL
The Fund is unaware of any (i) anticipated known demands, commitments
or capital expenditures; (ii) material trends, favorable or unfavorable, in its
capital resources; or (iii) trends or uncertainties that will have a material
effect on operations. From time to time, certain regulatory agencies have
proposed increased margin requirements on futures contracts. Because the Fund
generally will use a small percentage of assets as margin, the Fund does not
believe that any increase in margin requirements, as proposed, will have a
material effect on the Fund's operations.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Financial statements meeting the requirements of Regulation S-X appear
beginning on page 24 of this report. The supplementary financial information
specified by Item 302 of Regulation S-K is included in Item 6. Selected
Financial Data.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
19
ITEM 9A. CONTROLS AND PROCEDURES
The principal executive officer and principal financial officer of
Quadriga Capital Management have concluded that the Fund has effective
disclosure controls and procedures to ensure that material information relating
to the Fund is made known to them by others within the Fund, particularly during
the period in which this annual report is being prepared. The principal
executive officer and financial and principal accounting officer of Quadriga
Capital Management have evaluated the effectiveness of the Fund's disclosure
controls and procedures as of a date within ninety (90) days prior to the filing
date of this report (the "Evaluation Date") and have based the foregoing
conclusion about the effectiveness of the Fund's disclosure controls and
procedures based on their evaluation as of the Evaluation Date.
During the period covered by this report, there have been no
significant changes in the Fund's internal controls or in other factors that
could significantly affect these controls subsequent to the date of their
evaluation.
PART II
ITEM 10. DIRECTORS AND OFFICERS OF THE REGISTRANT
The Registrant has no directors or executive officers. The Registrant
has no employees. It is managed by Quadriga Capital Management in its capacity
as general partner. Quadriga Capital Management has been registered with the
Commodity Futures Trading Commission as a commodity pool operator since May
2001. Its main business address is Le Marquis Complex, Unit 5, P.O. Box 1479,
Grand Anse, St. George's, Grenada, West Indies, (473) 439-2418. Quadriga Capital
Management's directors and executive officers are as follows:
CHRISTIAN BAHA is Quadriga Capital Management's President and founder.
He is a graduate of the police academy in Vienna, Austria and a student of the
Business University of Vienna, Austria. Mr. Baha started a business with
Christian Halper in 1991 to develop and market financial software applications
to institutions in Austria. From that development, two independent companies
were formed: Teletrader.com Software AG and Quadriga Beteiligungs - und
Vermogens AG. Teletrader.com is a publicly-held company that offers financial
software products for institutions and is listed on the Austria Stock Exchange.
Quadriga Beteiligungs - und Vermogens AG was founded in 1995. Mr. Baha resides
in Monte Carlo where he directs the strategic worldwide expansion of the
Quadriga group of companies.
GERHARD ENTZMANN is Quadriga Capital Management's secretary and has
been associated with the company since 2001. He has been involved in managing
Quadriga Capital Management's fund management business for U.S. products. Mr.
Entzmann received a degree in mechanical engineering from the University of
Vienna and in June 2001 he
20
received his doctor's degree. He was a research assistant at the Institute for
Internal Combustion Engines and Vehicle Engineering at the Technical University
of Vienna from 1994 to 2001. Mr. Entzmann has a strong background in data
analysis and systems engineering.
There has never been a material administrative, civil or criminal
action brought against Quadriga Capital Management or any of its directors,
executive officers, promoters or control persons.
Quadriga Capital Management has previously filed a Form 5 with the U.S.
Securities and Exchange Commission with respect to its ownership interest of
Units in the Registrant.
ITEM 11. EXECUTIVE COMPENSATION
The Registrant is managed by its general partner, Quadriga Capital
Management. Quadriga Capital Management receives a monthly management fee of
1/12 of 1.85% (1.85% annually) and a monthly fee of 25% of the aggregate
cumulative appreciation (if any) in Net Asset Value per unit at the end of each
month, exclusive of appreciation attributable to interest income.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) Security Ownership of Certain Beneficial Owners. As of
December 31, 2003, no Units of Limited Partnership were owned
or held by officers of Quadriga Capital Management.
(b) Security Ownership of Management. As of December 31, 2003,
Quadriga Capital Management owned 1,000 Units of Series A and
1,000 Units of Series B having a combined value of $2,798,420.
Units of General Partnership Interest will be owned by
Quadriga Capital Management as an investment and in its
capacity as general partner.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
See Item 11, Executive Compensation and Item 12, Security Ownership of
Certain Beneficial Owners and Management.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(1) Audit Fees. The aggregate fees billed for each of the last two
fiscal years for professional services rendered by KPMG LLP
for the audit of the Registrant's annual financial statements,
review of financial statements included in the
21
Registrant's regulatory filings and other services normally
provided in connection with regulatory filings or engagements
are as follows:
2002 $39,000
2003 $54,000
(2) Audit-Related Fees. $5,500.
(3) Tax Fees. The aggregate fees billed for each of the last two
fiscal years for professional services rendered by KPMG for
tax compliance and tax advice given in the preparation of the
Registrant's Schedule K1s, the preparation of the Registrant's
Form 1065 and preparation of all State Tax Returns are as
follows:
2002 None
2003 None
Tax Fees. The aggregate fees billed for each of the last two
fiscal years for professional services rendered by RK
Consulting, Inc. for tax compliance and tax advice given in
the preparation of the Registrant's Schedule K1s, the
preparation of the Registrant's Form 1065 and preparation of
all State Tax Returns are as follows:
2002 $12,500
2003 $20,000
(4) All Other Fees. None.
(5) Not Applicable.
(6) Not Applicable.
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The Following documents are filed as part of this report:
(1) Financial Statements beginning on page 25 hereof.
(2) Schedules:
Financial statement schedules have been omitted
because they are not included in the financial
statements or notes hereto applicable or because
22
equivalent information has been included in the
financial statements or notes thereto.
(3) Exhibits required to be filed by Item 601 of
Regulation S-K are incorporated herein by reference.
(b) Reports on Form 8-K
None.
23
QUADRIGA SUPERFUND, L.P. - SERIES A AND SERIES B
DECEMBER 31, 2003
FINANCIAL STATEMENTS
INDEPENDENT AUDITORS' REPORT
To the Partners of
Quadriga Superfund, L.P. - Series A and Series B:
We have audited the accompanying statements of assets and liabilities of
Quadriga Superfund, L.P. - Series A and Series B (the Fund), including the
condensed schedules of investments as of December 31, 2003 and 2002, and the
related statements of operations, changes in net assets and cash flows for the
year ended December 31, 2003 and for the period from November 5, 2002
(commencement of operations) through December 31, 2002. These financial
statements are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Quadriga Superfund, L.P. -
Series A and Series B as of December 31, 2003 and 2002, and the results of its
operations, changes in its net assets, and its cash flows for the year ended
December 31, 2003 and for the period from November 5, 2002 (commencement of
operations) through December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America.
/s/ KPMG LLP
New York, New York
March 9, 2004
24
QUADRIGA SUPERFUND, L.P. - SERIES A
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 2003 AND DECEMBER 31, 2002
2003 2002
----------- -----------
ASSETS
US GOVERNMENT SECURITIES, at market
(cost $13,739,594 and $944,085
as of December 31, 2003 and 2002, respectively) $13,749,608 $ 945,098
DUE FROM BROKERS 989,646 816,407
FUTURES CONTRACTS PURCHASED 583,646 79,887
UNREALIZED APPRECIATION ON OPEN FORWARD CONTRACTS 1,196,849 986
CASH 1,597,546 402,631
----------- -----------
Total assets 18,117,295 2,245,009
----------- -----------
LIABILITIES
FUTURES CONTRACTS SOLD 8,595 4,891
UNREALIZED DEPRECIATION ON OPEN FORWARD CONTRACTS 231,306 7,644
ADVANCE SUBSCRIPTIONS 1,097,282 972,745
DUE TO BROKER 532,552 -
REDEMPTION PAYABLE 8,040 -
FEES PAYABLE 94,731 43,294
----------- -----------
Total liabilities 1,972,506 1,028,574
----------- -----------
NET ASSETS $16,144,789 $ 1,216,435
----------- -----------
NUMBER OF SHARES 12,256.648 1,110.275
NET ASSETS VALUE PER SHARE $ 1,317.23 $ 1,095.62
----------- -----------
See accompanying notes to financial statements.
25
QUADRIGA SUPERFUND, L.P. - SERIES A
CONDENSED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2003
PERCENTAGE OF MARKET OR
FACE VALUE NET ASSETS UNREALIZED
DEBT SECURITIES UNITED STATES, AT MARKET
UNITED STATES TREASURY BILLS DUE MAY 27, 2004 (COST $13,739,594),
SECURITIES ARE HELD IN MARGIN ACCOUNTS AS COLLATERAL
FOR OPEN FUTURES AND FORWARDS $13,805,000 85.2% $13,749,608
------------ -----------
FORWARD CONTRACTS, AT FAIR VALUE
UNREALIZED APPRECIATION ON FORWARD CONTRACTS
CURRENCIES 0.9% $ 140,479
METALS 6.5 1,056,370
------------ -----------
TOTAL UNREALIZED APPRECIATION ON FORWARD CONTRACTS 7.4 1,196,849
------------ -----------
UNREALIZED DEPRECIATION ON FORWARD CONTRACTS
CURRENCIES (0.4) (65,291)
METALS (1.0) (166,015)
------------ -----------
TOTAL UNREALIZED DEPRECIATION ON FORWARD CONTRACTS (1.4) (231,306)
------------ -----------
TOTAL FORWARD CONTRACTS, AT FAIR VALUE 6.0% $ 965,543
------------ -----------
FUTURES CONTRACTS, AT FAIR VALUE
FUTURES CONTRACTS PURCHASED
ENERGY 1.7 279,675
GRAINS 0.1 17,861
INDICES 0.2 27,189
METALS 1.6 258,921
------------ -----------
TOTAL FUTURES CONTRACTS PURCHASED 3.6 583,646
------------ -----------
FUTURES CONTRACTS SOLD
GRAINS (0.1) (9,521)
INDICES 0.0* 926
------------ -----------
TOTAL FUTURES CONTRACTS SOLD (0.1) (8,595)
------------ -----------
TOTAL FUTURES CONTRACTS, AT FAIR VALUE 3.5% $ 575,051
------------ -----------
FUTURES AND FORWARD CONTRACTS BY COUNTRY COMPOSITION
JAPAN 0.4% $ 68,877
UNITED KINGDOM 6.0 977,375
UNITED STATES 3.1 494,342
------------ -----------
TOTAL FUTURES AND FORWARD CONTRACTS BY COUNTRY 9.5% $ 1,540,594
------------ -----------
* DUE TO ROUNDING
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
26
QUADRIGA SUPERFUND, L.P. - SERIES A
CONDENSED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2002
FACE VALUE PERCENTAGE OF MARKET OR
NET ASSETS UNREALIZED
DEBT SECURITIES UNITED STATES, AT MARKET
UNITED STATES TREASURY BILLS DUE MAY 29, 2003 (COST
$944,085), SECURITIES ARE HELD IN MARGIN ACCOUNTS AS
COLLATERAL FOR OPEN FUTURES AND FORWARDS $ 950,000 77.7% $ 945,098
----------- ----------
FORWARD CONTRACTS, AT FAIR VALUE
UNREALIZED APPRECIATION ON FORWARD CONTRACTS
METALS 0.1 986
----------- ----------
UNREALIZED DEPRECIATION ON FORWARD CONTRACTS
METALS (0.6) (7,644)
----------- ----------
TOTAL FORWARD CONTRACTS, AT FAIR VALUE (0.5)% $ (6,658)
=========== ==========
FUTURES CONTRACTS, AT FAIR VALUE
FUTURES CONTRACTS PURCHASED
ENERGY 3.3 40,276
GRAINS 0.1 731
LIVESTOCK 0.3 3,180
METALS 2.9 35,700
----------- ----------
TOTAL FUTURES CONTRACTS PURCHASED 6.6 79,887
----------- ----------
FUTURES CONTRACTS SOLD
GRAINS (0.2) (2,368)
SOFTS (0.3) (3,423)
METALS 0.1 900
----------- ----------
TOTAL FUTURES CONTRACTS SOLD (0.4) (4,891)
----------- ----------
TOTAL FUTURES CONTRACTS, AT FAIR VALUE 6.2% $ 74,996
=========== ==========
FUTURES AND FORWARD CONTRACTS BY COUNTRY COMPOSITION
JAPAN 2.2% $ 26,536
UNITED KINGDOM 0.7 8,142
UNITED STATES 2.8 33,660
----------- ----------
TOTAL FUTURES AND FORWARD CONTRACTS BY COUNTRY 5.7% $ 68,338
=========== ==========
See accompanying notes to financial statements.
27
QUADRIGA SUPERFUND, L.P. - SERIES A
STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2003 AND FOR THE PERIOD FROM NOVEMBER 5, 2002
(COMMENCEMENT OF OPERATIONS) THROUGH DECEMBER 31, 2002
2003 2002
----------- -----------
INVESTMENT INCOME, interest $ 73,045 $ 1,100
----------- -----------
EXPENSES
Management fee 166,849 3,486
Organization and offering expenses 90,189 1,885
Operating expenses 13,528 282
Selling commission 360,755 7,538
Incentive fee 226,783 35,946
Brokerage commissions 420,816 -
Other 19,997 -
----------- -----------
Total expenses 1,298,917 49,137
----------- -----------
NET INVESTMENT LOSS (1,225,872) (48,037)
----------- -----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain on futures and forward contracts 1,867,602 88,636
Net change in unrealized appreciation on futures and forward contracts 1,472,256 68,338
----------- -----------
NET GAIN ON INVESTMENTS 3,339,858 156,974
----------- -----------
NET INCREASE IN NET ASSETS FROM OPERATIONS $ 2,113,986 $ 108,937
=========== ===========
See accompanying notes to financial statements.
28
QUADRIGA SUPERFUND, L.P. - SERIES A
STATEMENTS OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31, 2003 AND FOR THE PERIOD FROM NOVEMBER 5, 2002
(COMMENCEMENT OF OPERATIONS) THROUGH DECEMBER 31, 2002
2003 2002
------------ ------------
NET INCREASE IN NET ASSETS FROM OPERATIONS:
Net investment loss $ (1,225,872) $ (48,037)
Net realized gain on futures and forward contracts 1,867,602 88,636
Net change in unrealized appreciation on futures and forward contracts 1,472,256 68,338
------------ ------------
NET INCREASE IN NET ASSETS FROM OPERATIONS 2,113,986 108,937
CAPITAL SHARE TRANSACTIONS
Issuance of shares 13,267,146 1,107,498
Redemption of shares (452,778) -
------------ ------------
Net increase in net assets from capital share transactions 12,814,368 1,107,498
------------ ------------
Net increase in net assets 14,928,354 1,216,435
NET ASSETS, beginning of period 1,216,435 -
------------ ------------
NET ASSETS, end of period $ 16,144,789 $ 1,216,435
============ ============
SHARES, beginning of period 1,110.275 -
ISSUANCE OF SHARES 11,558.690 1,110.275
REDEMPTION OF SHARES (412.317) -
------------ ------------
SHARES, end of period 12,256.648 1,110.275
============ ============
See accompanying notes to financial statements.
29
QUADRIGA SUPERFUND, L.P. - SERIES A
STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2003 AND FOR THE PERIOD FROM NOVEMBER 5, 2002
(COMMENCEMENT OF OPERATIONS) THROUGH DECEMBER 31, 2002
2003 2002
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets from operations $ 2,113,986 $ 108,937
Adjustments to reconcile net increase (decrease) in net assets
to net cash used in operating activities:
Changes in operating assets and liabilities:
US Government securities (12,804,510) (945,098)
Due from brokers (173,239) (816,407)
Unrealized appreciation on open futures positions (503,759) (79,887)
Unrealized appreciation on open forward contracts (1,195,863) (986)
Unrealized depreciation on open futures positions 3,704 4,891
Unrealized deprecation on open forward contracts 223,662 7,644
Due to brokers 532,552 -
Fees payable 51,437 43,294
------------ ------------
NET CASH USED IN OPERATING ACTIVITIES (11,752,030) (1,677,612)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Subscriptions, net of change in advance subscriptions 13,391,683 2,080,243
Redemptions, net of redemption payable (444,738) -
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 12,946,945 2,080,243
------------ ------------
NET INCREASE IN CASH 1,194,915 402,631
CASH, beginning of period 402,631 -
------------ ------------
CASH, end of period $ 1,597,546 $ 402,631
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
2003 Subscriptions received in 2002 $ 972,745 -
============ ============
Redemptions payable $ 8,040 -
============ ============
See accompanying notes to financial statements.
30
QUADRIGA SUPERFUND, L.P. - SERIES B
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 2003 AND DECEMBER 31, 2002
2003 2002
----------- -----------
ASSETS
US GOVERNMENT SECURITIES, at market
(cost $17,392,760 and $1,540,776
as of December 31, 2003 and December 31, 2002) $17,405,163 $ 1,542,197
DUE FROM BROKERS 3,187,377 1,152,562
FUTURES CONTRACTS PURCHASED 1,030,282 223,285
UNREALIZED APPRECIATION ON OPEN FORWARD CONTRACTS 2,176,599 7,562
CASH 854,910 396,680
----------- -----------
Total assets 24,654,331 3,322,286
----------- -----------
LIABILITIES
FUTURES CONTRACTS SOLD 15,398 12,973
UNREALIZED DEPRECIATION ON OPEN FORWARD CONTRACTS 436,869 25,854
ADVANCE SUBSCRIPTIONS 920,395 961,768
DUE TO BROKER 1,006,857 -
REDEMPTION PAYABLE 8,152 -
FEES PAYABLE 129,889 124,710
----------- -----------
Total liabilities 2,517,560 1,125,305
----------- -----------
NET ASSETS $22,136,771 $ 2,196,981
----------- -----------
NUMBER OF SHARES 14,945.226 1,894.331
NET ASSETS VALUE PER SHARE $ 1,481.19 $ 1,159.77
----------- -----------
See accompanying notes to financial statements.
31
QUADRIGA SUPERFUND, L.P. - SERIES B
CONDENSED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2003
PERCENTAGE OF MARKET OR
FACE VALUE NET ASSETS UNREALIZED
DEBT SECURITIES UNITED STATES, AT MARKET
United States Treasury Bills due May 27, 2004 (cost $17,392,760),
securities are held in margin accounts as collateral
for open futures and forwards $17,475,000 78.6% $17,405,163
---- -----------
FORWARD CONTRACTS, AT FAIR VALUE
UNREALIZED APPRECIATION ON FORWARD CONTRACTS
Currencies 1.2% $ 267,624
Metals 8.6 1,908,975
---- -----------
Total unrealized appreciation on
forward contracts 9.8 2,176,599
==== ===========
UNREALIZED DEPRECIATION ON FORWARD CONTRACTS
Currencies (0.6) (127,939)
Metals (1.4) (308,930)
---- -----------
Total unrealized depreciation on
forward contracts (2.0) (436,869)
---- -----------
TOTAL FORWARD CONTRACTS, AT FAIR VALUE 7.8% $ 1,739,730
==== ===========
FUTURES CONTRACTS, AT FAIR VALUE
FUTURES CONTRACTS PURCHASED
Energy 2.2 485,012
Grains 0.2 34,904
Indices 0.2 48,460
Metals 2.1 461,906
---- -----------
Total futures contracts purchased 4.7 1,030,282
---- -----------
FUTURES CONTRACTS SOLD
Grains (0.1) (17,045)
Indices 0.0* 1,647
---- -----------
Total futures contracts sold (0.1) (15,398)
---- -----------
TOTAL FUTURES CONTRACTS, AT FAIR
VALUE 4.6% $ 1,014,884
==== ===========
FUTURES AND FORWARD CONTRACTS BY COUNTRY COMPOSITION
JAPAN 0.5% $ 108,030
UNITED KINGDOM 7.9 1,755,449
UNITED STATES 4.0 891,135
---- -----------
TOTAL FUTURES AND FORWARD CONTRACTS
BY COUNTRY 12.4% $ 2,754,614
==== ===========
* Due to rounding
See accompanying notes to financial statements.
32
QUADRIGA SUPERFUND, L.P. - SERIES B
CONDENSED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2002
PERCENTAGE OF MARKET OR
FACE VALUE NET ASSETS UNREALIZED
DEBT SECURITIES UNITED STATES, AT MARKET
United States Treasury Bills due May 29, 2003
(cost $1,540,776), securities are held in margin
accounts as collateral for open futures and forwards $1,550,000 70.2% $ 1,542,197
---- -----------
FORWARD CONTRACTS, AT FAIR VALUE
UNREALIZED APPRECIATION ON FORWARD CONTRACTS
Metals 0.4 7,562
---- -----------
UNREALIZED DEPRECIATION ON FORWARD CONTRACTS
Metals (1.2) (25,854)
---- -----------
TOTAL FORWARD CONTRACTS, AT FAIR VALUE (0.8)% $ (18,292)
==== ===========
FUTURES CONTRACTS, AT FAIR VALUE
FUTURES CONTRACTS PURCHASED
Energy 5.5 120,786
Grains -* 676
Indices -* 185
Livestock 0.4 8,820
Metals 4.2 92,818
---- -----------
Total futures contracts purchased 10.1 223,285
---- -----------
FUTURES CONTRACTS SOLD
Grains (0.3) (6,308)
Softs (0.4) (8,951)
Metals 0.1 2,286
---- -----------
Total futures contracts sold (0.6) (12,973)
---- -----------
TOTAL FUTURES CONTRACTS, AT FAIR VALUE 9.5% $ 210,312
==== ===========
FUTURES AND FORWARD CONTRACTS BY COUNTRY COMPOSITION
JAPAN 3.0% $ 66,227
UNITED KINGDOM 1.0 22,307
UNITED STATES 4.7 103,486
---- -----------
TOTAL FUTURES AND FORWARD CONTRACTS
BY COUNTRY 8.7% $ 192,020
==== ===========
* Due to rounding
See accompanying notes to financial statements.
33
QUADRIGA SUPERFUND, L.P. - SERIES B
STATEMENTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2003 AND FOR THE PERIOD FROM NOVEMBER 5, 2002
(COMMENCEMENT OF OPERATIONS) THROUGH DECEMBER 31, 2002
2003 2002
----------- -----------
INVESTMENT INCOME, interest $ 99,890 $ 1,543
----------- -----------
EXPENSES
Management fee 235,286 5,536
Organization and offering expenses 127,182 2,993
Operating expenses 19,077 449
Selling commission 508,727 11,969
Incentive fee 486,682 111,167
Brokerage commissions 769,895 -
Other 11,915 -
----------- -----------
Total expenses 2,158,764 132,114
----------- -----------
NET INVESTMENT LOSS (2,058,874) (130,571)
----------- -----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
Net realized gain on futures and forward contracts 3,065,723 273,596
Net change in unrealized appreciation on futures and forward contracts 2,562,594 192,020
----------- -----------
NET GAIN ON INVESTMENTS 5,628,317 465,616
----------- -----------
NET INCREASE IN NET ASSETS FROM OPERATIONS $ 3,569,443 $ 335,045
----------- -----------
See accompanying notes to financial statements.
34
QUADRIGA SUPERFUND, L.P. - SERIES B
STATEMENTS OF CHANGES IN NET ASSETS
YEAR ENDED DECEMBER 31, 2003 AND FOR THE PERIOD FROM NOVEMBER 5, 2002
(COMMENCEMENT OF OPERATIONS) THROUGH DECEMBER 31, 2002
2003 2002
------------ ------------
NET INCREASE IN NET ASSETS FROM OPERATIONS:
Net investment loss $ (2,058,874) $ (130,571)
Net realized gain on futures and forward contracts 3,065,723 273,596
Net change in unrealized appreciation on futures and forward
contracts 2,562,594 192,020
------------ ------------
NET INCREASE IN NET ASSETS FROM OPERATIONS 3,569,443 335,045
CAPITAL SHARE TRANSACTIONS
Issuance of shares 17,715,452 1,861,936
Redemption of shares (1,345,105) -
------------ ------------
NET INCREASE IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS 16,370,347 1,861,936
------------ ------------
NET INCREASE IN NET ASSETS 19,939,790 2,196,981
NET ASSETS, beginning of period 2,196,981 -
------------ ------------
NET ASSETS, end of period $ 22,136,771 $ 2,196,981
============ ============
SHARES, beginning of period 1,894.331 -
ISSUANCE OF SHARES 14,228.020 1,894.331
REDEMPTION OF SHARES (1,177.125) -
------------ ------------
SHARES, end of period 14,945.226 1,894.331
============ ============
See accompanying notes to financial statements.
35
QUADRIGA SUPERFUND, L.P. - SERIES B
STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2003 AND FOR THE PERIOD FROM NOVEMBER 5, 2002
(COMMENCEMENT OF OPERATIONS) THROUGH DECEMBER 31, 2002
2003 2002
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES
Net increase in net assets from operations $ 3,569,443 $ 335,045
Adjustments to reconcile net increase (decrease) in net assets
to net cash used in operating activities:
Changes in operating assets and liabilities:
US Government securities (15,862,966) (1,542,197)
Due from brokers (2,034,815) (1,152,562)
Unrealized appreciation on open futures positions (806,997) (223,285)
Unrealized appreciation on open forward contracts (2,169,037) (7,562)
Unrealized depreciation on open futures positions 2,425 12,973
Unrealized depreciation on open forward contracts 411,015 25,854
Due to brokers 1,006,857 -
Fees payable 5,179 124,710
------------ ------------
NET CASH USED IN OPERATING ACTIVITIES (15,878,896) (2,427,024)
------------ ------------
CASH FLOWS FROM FINANCING ACTIVITIES
Subscriptions, net of change in advance subscriptions 17,674,079 2,823,704
Redemptions, net of redemption payable (1,336,953) -
------------ ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES 16,337,126 2,823,704
------------ ------------
NET INCREASE IN CASH 458,230 396,680
CASH, beginning of period 396,680 -
------------ ------------
CASH, end of period $ 854,910 396,680
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES:
2003 Subscriptions received in 2002 $ 961,768 -
============ ============
Redemptions payable $ 8,152 -
============ ============
See accompanying notes to financial statements.
36
QUADRIGA SUPERFUND, L.P. - SERIES A AND SERIES B
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
1. NATURE OF OPERATIONS
Organization and Business
Quadriga Superfund, L.P. (the "Fund"), a Delaware Limited Partnership, commenced
operations on November 5, 2002. The Fund was organized to trade speculatively in
the United States of America (U.S.) and International commodity equity markets
using a strategy developed by Quadriga Capital Management, Inc., the General
Partner and Trading Manager of the Fund. The Fund has issued two classes of
Units, Series A and Series B. The two Series will be traded and managed the same
way except for the degree of leverage.
The term of the Fund shall continue until December 31, 2050, unless terminated
earlier by the General Partner or by operation of the law or a decline in the
aggregate net assets of such series to less than $500,000.
2. SIGNIFICANT ACCOUNTING POLICIES
(a) Valuation of Investments in Futures and Forward Contracts
All commodity interests (including derivative financial instruments and
derivative commodity instruments) are used for trading purposes. The commodity
interests are recorded on trade date basis and open contracts are recorded in
the statements of assets and liabilities at fair value on the last business day
of the period, which represents market value for those commodity interests for
which market quotes are readily available.
(b) 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.
(c) Investment Transactions and Related Investment Income
Investment transactions are accounted for on a trade-date basis. Interest is
recognized on the accrual basis.
37
QUADRIGA SUPERFUND, L.P. - SERIES A AND SERIES B
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
(d) Income Taxes
The Fund does not record a provision for 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.
(e) Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the General Partner
to make estimates and assumptions that affect the amounts disclosed in the
financial statements. Actual results could differ from those estimates.
(f) Reclassification
Certain prior period amounts have been reclassified to conform to current year
presentation.
3. DUE FROM/TO BROKERS
Amounts due from brokers may be restricted to the extent that they serve as
deposits for securities sold short. Amounts due to brokers 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
which it conducts business is unable to fulfill contractual obligations on its
behalf. The General Partner monitors the financial condition of such brokers and
does not anticipate any losses from these counterparties.
4. ALLOCATION OF NET PROFITS AND LOSSES
In accordance with 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 December 31, 2003 for
contributions of the subsequent month and do not participate in the earnings of
the Fund until January 1, 2004.
5. RELATED PARTY TRANSACTIONS
38
QUADRIGA SUPERFUND, L.P. - SERIES A AND SERIES B
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
In accordance with the Limited Partnership Agreement, Quadriga Capital
Management, Inc., the General Partner shall be paid a monthly management fee
equal to one-twelfth of 1.85% (1.85% per annum), a monthly organization and
offering fee equal to one-twelfth of 1% (1% per annum) and monthly operating
expenses equal to one-twelfth of 0.15% (0.15% per annum). In accordance with the
Prospectus dated October 31, 2002 Part One-Disclosure Document, Quadriga Asset
Management, Inc,, shall be paid monthly selling commissions equal to one-twelfth
of 4% (4% per annum), of the month end net asset value of the Fund.
The General Partner will also be paid a monthly performance/incentive fee equal
to 25% of the new appreciation without respect to interest income. Trading
losses will be carried forward and no further performance/incentive fee may be
paid until the prior losses have been recovered.
6. FINANCIAL HIGHLIGHTS
Financial highlights for the period January 1, 2003 through December 31, 2003
are as follows:
SERIES A SERIES B
----------- -----------
Total return
Total return before incentive fees 21.9% 30.5%
Incentive fees (1.7) (2.8)
----------- -----------
Total return after incentive fees 20.2% 27.7%
----------- -----------
Ratio to average partners' capital
Operating expenses before incentive fees 11.5% 12.8%
Incentive fees 2.4% 3.7%
----------- -----------
Total expenses 13.9% 16.5%
----------- -----------
Net investment income (loss) (10.7)% (12.0)%
----------- -----------
Net asset value per unit, beginning of period $ 1,095.62 $ 1,159.77
Net investment income 440.31 617.90
Net gain on investments (218.70) (296.48)
----------- -----------
Net increase in net assets from operations 221.61 321.42
Net asset value per unit, end of period 1,317.23 1,481.19
----------- -----------
39
QUADRIGA SUPERFUND, L.P. - SERIES A AND SERIES B
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
Financial highlights are calculated for each series taken as a whole. An
individual partner's return and ratios may vary based on the timing of capital
transactions.
7. 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 over-the-counter
("OTC"). Exchange traded instruments are standardized and include futures and
certain option contracts. OTC contracts are negotiated 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 counter party to an
OTC contract.
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 of 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
the General Partner 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
counter party 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 counter party to the transactions. The Fund's
risk of loss in the event of counter party 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. The Fund has
credit risk and concentration risk because the brokers with respect to the
Fund's assets are ADM Investor Services Inc., FIMAT USA Inc., Bear Stearns & Co.
Inc., Barclays Capital Inc. and Man Financial.
40
QUADRIGA SUPERFUND, L.P. - SERIES A AND SERIES B
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 AND 2002
The General Partner 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 the Fund's General Partner 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 instruments mature within one year of December 31, 2003.
However, due to the nature of the Fund's business, these instruments may not be
held to maturity.
8. 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 (the "Escrow Agent"). Subscriptions must be
accepted or rejected by Quadriga Capital Management, Inc. 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. The Escrow Agent
will invest the subscription funds in short-term United States Treasury bills or
comparable authorized instruments while held in escrow.
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 withdrawal to Quadriga Capital Management, Inc. not less than
ten business days prior to the end of the month (or such shorter period as
permitted by Quadriga Capital Management, Inc.) as of which redemption is to be
effective. Redemptions will generally be paid within 20 days after the date of
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 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 subject of such default or delay.
41
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 on March 30, 2004.
QUADRIGA SUPERFUND, L.P.
(Registrant)
By: QUADRIGA CAPITAL MANAGEMENT, INC.
General Partner
By: /s/ Christian Baha
---------------------------
Christian Baha
President and Chief Executive Officer
42
EXHIBIT INDEX
<Table>
<Caption>
Exhibit No. Description of Document Page No.
- ----------- ----------------------- --------
31.1 Certification by Chief Executive Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 43
32.1 Certification by Chief Financial Officer Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002 45
31.2 Certification by Chief Executive Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 46
32.2 Certification by Chief Financial Officer Pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 48
</Table>