AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 19, 2004
REGISTRATION NO. 333-88460
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 6
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
QUADRIGA SUPERFUND, L.P. -- SERIES A AND SERIES B
(Exact name of registrant as specified in its charter)
<Table>
DELAWARE 6799
(State of Organization) (Primary Standard Industrial
Classification Number)
98-0375395
(I.R.S. Employer Identification Number)
</Table>
<Table>
CHRISTIAN BAHA
LE MARQUIS COMPLEX, UNIT 5 LE MARQUIS COMPLEX, UNIT 5
PO BOX 1479 PO 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 (Name, address, including zip code, and
number, telephone number,
including area code, of registrant's principal including area code, of agent for service)
executive offices)
</Table>
COPY TO:
JEFFRY M. HENDERSON
DOUGLAS E. AREND
HENDERSON & LYMAN
175 WEST JACKSON BOULEVARD, SUITE 240
CHICAGO, ILLINOIS 60604
(312) 986-6960
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act") check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------------
CALCULATION OF REGISTRATION FEE
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
AMOUNT BEING OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TITLE OF EACH CLASS OF SECURITIES BEING OFFERED REGISTERED PER UNIT(1) PRICE(1) FEE(1)
- ------------------------------------------------------------------------------------------------------------------------
Series A and Series B Units................ $200,000,000 $1,000 $200,000,000 $18,400
200,000 Units
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</Table>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
(1) Offering price and registration fee based upon the initial offering price
per Unit in accordance with Rule 457(d).
Registration of $200,000,000 aggregate principal amount (200,000 Units)
allocated between Series A and Series B based on subscriber demand.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
PART ONE -- DISCLOSURE DOCUMENT
QUADRIGA SUPERFUND, L.P. SERIES A AND SERIES B
$200,000,000
UNITS OF LIMITED PARTNERSHIP INTEREST
THE OFFERING
Quadriga Superfund, L.P. is offering two separate series of limited
partnership units, designated Series A and Series B, in an aggregate offering
amount of up to $200,000,000 for both Series A and Series B together. The two
Series will be traded and managed the same way except for the degree of
leverage. The assets of each Series will be segregated from the other Series and
each Series will be offered separately.
The Units of each Series will be offered at a price of $1,000 per unit for
the initial closing, and at net asset value per unit thereafter. Units will be
available on the last day of each month. No up-front underwriting discount or
commission will be taken. The selling agents will use their best efforts to sell
the Units offered. The offering will be conducted on a continuous basis until
all Units have been sold.
THE RISKS
These are speculative securities. BEFORE YOU DECIDE WHETHER TO INVEST, READ
THIS ENTIRE PROSPECTUS CAREFULLY AND CONSIDER "THE RISKS YOU FACE" ON PAGE 7.
- Each Series is speculative and is leveraged from time to time.
- Performance can be volatile and the net asset value per unit may
fluctuate significantly in a single month.
- You could lose all or substantially all of your investment in each
Series.
- Quadriga Capital Management has total trading authority over each Series.
The use of a single advisor could mean lack of diversification and,
consequently, higher risk.
- There is no secondary market for the Units, and none is expected to
develop. While the Units have redemption rights, there are restrictions.
For example, redemptions can occur only at the end of a month. See
"Distributions and Redemptions."
- Transfers of interest in the Units are subject to limitations, such as 30
days' advance written notice of any intent to transfer. Also, Quadriga
Capital Management may deny a request to transfer if it determines that
the transfer may result in adverse legal or tax consequences for a
Series. See "Limited Partnership Agreement."
- Substantial expenses must be offset by trading profits and interest
income for each Series to be profitable.
- No U.S. regulatory authority or exchange has the power to compel the
enforcement of the rules of a foreign board of trade or any applicable
foreign laws.
---------------------
Investors are required to make representations and warranties in connection
with their investment. Each investor is encouraged to discuss the investment
with his/her individual financial and tax adviser.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS IS IN TWO PARTS: A DISCLOSURE DOCUMENT AND A STATEMENT OF
ADDITIONAL INFORMATION. THESE PARTS ARE BOUND TOGETHER, AND BOTH CONTAIN
IMPORTANT INFORMATION.
THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF
PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR
ACCURACY OF THIS DISCLOSURE DOCUMENT.
---------------------
QUADRIGA CAPITAL MANAGEMENT, INC.
GENERAL PARTNER
PROSPECTUS DATED APRIL 19, 2004
COMMODITY FUTURES TRADING COMMISSION
RISK DISCLOSURE STATEMENT
YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU
TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT
FUTURES AND OPTIONS TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS.
SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND
CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS
ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE
POOL.
FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR
MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS
THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID
DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A
COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT PAGES 4 AND 5
AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO
RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 5.
THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS
NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE,
BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY
STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK
FACTORS OF THIS INVESTMENT, AT PAGE 7.
YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES
OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES,
INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO
REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS
PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO
COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN
NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE EFFECTED.
---------------------
THIS PROSPECTUS DOES NOT INCLUDE ALL OF THE INFORMATION OR EXHIBITS IN EACH
SERIES' REGISTRATION STATEMENT. YOU CAN READ AND COPY THE ENTIRE REGISTRATION
STATEMENT AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE SECURITIES AND
EXCHANGE COMMISSION ("SEC") IN WASHINGTON, D.C. EACH SERIES FILES QUARTERLY AND
ANNUAL REPORTS WITH THE SEC. YOU CAN READ AND COPY THESE REPORTS AT THE SEC
PUBLIC REFERENCE FACILITY IN WASHINGTON, D.C. PLEASE CALL THE SEC AT
1-800-SEC-0300 FOR FURTHER INFORMATION. EACH SERIES' FILINGS WILL BE POSTED AT
THE SEC WEBSITE AT HTTP://WWW.SEC.GOV.
---------------------
QUADRIGA CAPITAL MANAGEMENT, INC.
GENERAL PARTNER
LE MARQUIS COMPLEX, UNIT 5
PO BOX 1479
GRAND ANSE
ST. GEORGE'S, GRENADA
WEST INDIES
(473) 439-2418
ii
ORGANIZATIONAL CHART
The organizational chart below illustrates the relationships among the
various service providers of this offering. Quadriga Capital Management is both
the general partner and trading advisor for each Series. The selling agents
(other than Quadriga Asset Management, Inc.) and clearing brokers are not
affiliated with Quadriga Capital Management or each Series.
[ORGANIZATIONAL CHART]
(1) If the maximum number of Units are sold publicly, Quadriga Capital
Management would have a 1% ownership interest in Quadriga Superfund.
(2) If the maximum number of Units are sold publicly, investors would have a 99%
ownership interest in Quadriga Superfund.
iii
TABLE OF CONTENTS
<Table>
SUMMARY..................................................... 1
General................................................... 1
Plan of Distribution...................................... 1
How to Subscribe for Units............................. 1
Who May Invest in Each Series.......................... 2
Is the Quadriga Superfund, L.P. a Suitable Investment
for You?.............................................. 2
Risk Factors You Should Consider Before Investing in
Either Series......................................... 2
Investment Factors You Should Consider Before Investing
in Either Series...................................... 3
Quadriga Capital Management, Inc....................... 4
Charges to Each Series................................. 4
Quadriga Capital Management, Inc....................... 4
Dealers and Others..................................... 4
Breakeven Analysis..................................... 5
Distributions and Redemptions.......................... 5
Federal Income Tax Aspects............................. 6
THE RISKS YOU FACE.......................................... 7
Market Risks.............................................. 7
Possible Total Loss of an Investment in Each Series.... 7
Each Series Will Be Highly Leveraged................... 7
Illiquidity of Your Investment......................... 7
Market Illiquidity..................................... 7
Forward Transactions are Not Regulated and are Subject
to Credit Risk........................................ 7
Non-Correlated, Not Negatively Correlated, Performance
Objective............................................. 7
Foreign Currency Trading............................... 8
Trading Risks............................................. 8
Quadriga Capital Management Analyzes Only Technical
Market Data, Not any Economic Factors External to
Market Prices......................................... 8
Speculative Position Limits May Alter Trading Decisions
for Each Series....................................... 8
Increase in Assets Under Management May Affect Trading
Decisions............................................. 8
Each Series' Trading is Not Transparent................ 9
Tax Risks................................................. 9
Investors are Taxed Based on Their Share of Profits in
Each Series........................................... 9
Tax Could Be Due from Investors on Their Share of Each
Series' Ordinary Income Despite Overall Losses........ 9
Deductibility of Brokerage and Performance Fees........ 9
Other Risks............................................... 9
Fees and Commissions are Charged Regardless of
Profitability and are Subject to Change............... 9
Failure of Brokerage Firms; Disciplinary History of
Clearing Brokers...................................... 10
Investors Must Not Rely on Past Performance of Quadriga
Capital Management in Deciding Whether to Buy Units... 10
Conflicts of Interest.................................. 10
Lack of Independent Experts Representing Investors..... 10
Reliance on Quadriga Capital Management................ 10
Possibility of Termination of Each Series Before
Expiration of its Stated Term......................... 10
Each Series is Not a Regulated Investment Company...... 11
</Table>
iv
<Table>
Proposed Regulatory Change is Impossible to Predict.... 11
Forwards, Swaps, Hybrids and Other Derivatives are Not
Subject to CFTC Regulation............................ 11
Options on Futures are Speculative and Highly
Leveraged............................................. 11
Each Series Will Trade Extensively in Foreign
Markets............................................... 11
Restrictions on Transferability........................ 12
A Single-Advisor Fund May Be More Volatile Than a
Multi-Advisor Fund.................................... 12
Money Committed to Margin.............................. 12
Possible Contingent Liability.......................... 12
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS........ 13
QUADRIGA CAPITAL MANAGEMENT, INC. .......................... 13
Description............................................... 13
The Trading Advisor....................................... 15
Trading Systems........................................... 15
Potential Inability to Trade or Report Due to Systems
Failure................................................ 16
PAST PERFORMANCE OF TRADING PROGRAMS OF QUADRIGA CAPITAL
MANAGEMENT, INC. AND AFFILIATES........................... 16
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................. 23
Introduction.............................................. 23
Capital Resources......................................... 23
Liquidity................................................. 23
Results of Operations..................................... 23
Off-Balance Sheet Risk.................................... 27
Critical Accounting Policies -- Valuation of the Fund's
Position............................................... 28
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK...................................................... 28
Introduction.............................................. 28
Past Results Not Necessarily Indicative of Future
Performance........................................... 28
Standard of Materiality................................ 28
Quantifying the Fund's Trading Value at Risk.............. 28
Quantitative Forward-Looking Statements................ 28
The Fund's Trading Value at Risk in Different Market
Sectors................................................ 29
Material Limitations on Value at Risk as an Assessment of
Market Risk............................................ 30
Non-Trading Risk.......................................... 30
Qualitative Disclosures Regarding Primary Trading Risk
Exposures.............................................. 30
Currencies............................................. 30
Interest Rates......................................... 30
Stock Indices.......................................... 31
Energy................................................. 31
Metals................................................. 31
Agricultural Market.................................... 31
Qualitative Disclosures Regarding Non-Trading Risk
Exposure............................................... 31
General................................................ 31
Foreign Currency Balances.............................. 32
Treasury Bill Positions................................ 32
Qualitative Disclosures Regarding Means of Managing Risk
Exposure............................................... 32
</Table>
v
<Table>
CONFLICTS OF INTEREST....................................... 33
Quadriga Capital Management, Inc. ..................... 33
The Clearing Brokers................................... 33
Fiduciary Duty and Remedies............................ 34
Indemnification and Standard of Liability.............. 34
Charges To Each Series.................................... 35
Management Fee......................................... 35
Performance Fee........................................ 35
Organization and Offering Expenses..................... 36
Operating Expenses..................................... 36
Brokerage and Trailing Commissions..................... 36
USE OF PROCEEDS............................................. 36
THE CLEARING BROKERS........................................ 37
Cargill Investor Services, Inc. .......................... 37
ADM Investor Services, Inc. .............................. 37
Fimat USA, Inc. .......................................... 37
Man Financial Inc. ....................................... 37
Bear Stearns Forex Inc. and Bear, Stearns Securities
Corp. ................................................. 38
Barclays Capital Inc. .................................... 38
DISTRIBUTIONS AND REDEMPTIONS............................... 38
Distributions............................................. 38
Redemptions............................................... 39
Net Asset Value........................................... 39
QUADRIGA SUPERFUND, L.P. LIMITED PARTNERSHIP AGREEMENT...... 40
Organization and Limited Liabilities...................... 40
Management of Partnership Affairs......................... 40
The Administrator......................................... 40
Sharing of Profits and Losses............................. 41
Federal Tax Allocations................................... 41
Dispositions.............................................. 41
Dissolution and Termination of Each Series................ 41
Amendments and Meetings................................... 42
Indemnification........................................... 42
Reports to Limited Partners............................... 42
FEDERAL INCOME TAX ASPECTS.................................. 43
Each Series' Partnership Tax Status....................... 43
Taxation of Limited Partners on Profits and Losses of Each
Series................................................. 43
Partnership Losses by Limited Partners.................... 43
"Passive-Activity Loss Rules" and Their Effect on the
Treatment of Income and Loss........................... 43
Cash Distributions and Unit Redemptions................... 43
Gain or Loss on Section 1256 Contracts and Non-Section
1256 Contracts......................................... 43
Tax on Capital Gains and Losses........................... 43
Interest Income........................................... 44
Limited Deduction for Certain Expenses.................... 44
Syndication Fees.......................................... 44
Investment Interest Deductibility Limitations............. 44
</Table>
vi
<Table>
Unrelated Business Taxable Income........................................................................ 44
IRS Audits of the Partnership and its Limited Partners................................................... 44
State and Other Taxes.................................................................................... 44
INVESTMENT BY ERISA ACCOUNTS............................................................................... 45
General.................................................................................................. 45
Special Investment Consideration......................................................................... 45
Each Series Should Not Be Deemed to Hold "Plan Assets"................................................... 45
Ineligible Purchasers.................................................................................... 45
PLAN OF DISTRIBUTION....................................................................................... 46
Subscription Procedure................................................................................... 46
Representations and Warranties of Investors in the Subscription Agreement................................ 46
Minimum Investment....................................................................................... 47
Investor Suitability..................................................................................... 47
The Selling Agents....................................................................................... 47
CERTAIN LEGAL MATTERS...................................................................................... 48
EXPERTS.................................................................................................... 48
INDEX TO FINANCIAL STATEMENTS..............................................................................
INDEPENDENT AUDITORS' REPORT
Quadriga Superfund, L.P.................................................................................. F-11
Quadriga Capital Management, Inc. ....................................................................... F-25
PART TWO -- STATEMENT OF ADDITIONAL INFORMATION............................................................ 37
TABLE OF CONTENTS.......................................................................................... 38
Strategy................................................................................................... 39
Why Quadriga............................................................................................... 46
Glossary................................................................................................... 46
The Futures and Forward Markets............................................................................ 47
Regulation................................................................................................. 49
Advantages of Futures Fund Investments..................................................................... 49
Potential Disadvantages of Futures Fund Investments........................................................ 51
EXHIBITS
EXHIBIT A: Quadriga Superfund, L.P. Form of Limited Partnership Agreement.................................. A-1
EXHIBIT B: Quadriga Superfund, L.P. Request for Redemption................................................. B-1
EXHIBIT C: Quadriga Superfund, L.P. Subscription Requirements.............................................. C-1
EXHIBIT D: Quadriga Superfund, L.P. Subscription Instructions.............................................. D-1
</Table>
An electronic version of this Prospectus is available on a special web site
(http://www.superfund.com) being maintained by Quadriga Capital Management, Inc.
vii
SUMMARY
GENERAL
Quadriga Superfund, L.P. is offering two separate series of limited
partnership units: Quadriga Superfund, L.P. Series A and Quadriga Superfund,
L.P. Series B. Each Series trades speculatively in the U.S. and international
futures and cash foreign currency markets. Specifically, each Series trades in a
portfolio of approximately 100 futures and cash foreign currency markets using a
fully automated computerized trading system developed by Christian Baha,
President of Quadriga Capital Management, Inc., a Grenada corporation and
general partner of the Partnership and Christian Halper, Chief Technology
Officer of affiliates of Quadriga Capital Management. This trading system is
licensed to Quadriga Capital Management on a non-exclusive basis. This system
automatically initiates buy and sell trading signals and monitors relevant risk
factors on the markets traded in the United States, Canada, Mexico, Europe and
Asia. Each Series' strategy is based on the implementation of a four-point
philosophy consisting of (i) market diversification, (ii) technical analysis,
(iii) trend-following, and (iv) money management. Quadriga Capital Management
may also formulate new approaches to carry out the overall investment objective
of each Series. Quadriga Capital Management reserves the right to trade other
pools and or funds.
The leverage and trading methodology employed with respect to Series A is
the same as that for Quadriga AG, a private non-U.S. fund managed by Quadriga
Fund Management, Inc., an affiliate of Quadriga Capital Management. The leverage
and trading methodology employed with respect to Series B is the same as that
for Quadriga Global Consolidated Trust USD, a private non-U.S. fund also managed
by Quadriga Fund Management. Series B is leveraged approximately 1.5 times
Series A. Performance information for both of these private funds is shown
beginning on page 17 of the Prospectus.
Each Series trades in approximately 100 futures and cash foreign currency
markets globally, including both commodity and financial futures. The
approximate allocation between Sectors is: currencies, 18%; livestock, 5%;
agricultural, 10%; metals, 10%; interest rate, 12%; energy, 13%; stock indices,
18%; and grains, 14%. Each Series will emphasize instruments with low
correlation and high liquidity for order execution.
The proprietary software technology embodied in the Quadriga Capital
Management's trading system examines a broad array of investments around the
world to identify possible opportunities that fit within the Quadriga Capital
Management's narrow selection criteria. This methodology primarily uses
trend-following technical trading strategies. The duration of these trends vary
from days to months. The technology isolates market patterns that offer high
reward to risk potential based on historical data. Once potential trades are
identified, the system applies additional filters with respect to trend and
volatility analysis. Finally, prior to generating definite buy or sell signals,
the program takes in consideration macro variables such as overall risk capital
and portfolio volatility. All transactions are then executed using a fully
automated computerized system. While it is anticipated that each Series will
invest primarily in global futures and equities, each Series has broad and
flexible investment authority. Accordingly, each Series' assets may at any time
include long or short positions in U.S. or foreign publicly traded or privately
issued common stocks, preferred stocks, stock warrants and rights, corporate
debt, bonds, notes or other debentures, convertible securities, swaps, options,
futures contracts and other derivative instruments. Additionally, Quadriga
Capital Management may utilize leverage to both enhance performance and hedge
positions.
The following summary provides a review in outline form of certain
important aspects of an investment in each Series.
PLAN OF DISTRIBUTION
HOW TO SUBSCRIBE FOR UNITS
- Investors must submit subscriptions at least five business days prior to
the applicable month-end closing date. Approved subscriptions will be
accepted once payments are received and cleared at the applicable
month-end net asset value for the respective Series.
1
- Each Series will accept subscriptions throughout the continuing offering
period, which can be terminated by Quadriga Capital Management at any
time. Quadriga Capital Management has no present intention to terminate
the offering.
- Interest earned while subscriptions are being processed will either be
paid to subscribers in the form of additional Units or will be returned
in cash to those whose applications are rejected.
- The selling agents will use their best efforts to sell the Units offered,
without any firm underwriting commitment. Quadriga Capital Management is
also offering Units directly to potential investors by distributing this
Prospectus and making it available on a special internet website
(http://www.superfund.com). Quadriga Capital Management intends to engage
in marketing efforts through media including but not limited to third
party websites, newspapers, magazines, other periodicals, television,
radio, seminars, conferences, workshops, and sporting and charity events.
Investors are required to make representations and warranties regarding
their suitability to purchase the Units in the Subscription Agreement and
Power of Attorney. Read the Subscription Agreement and Power of Attorney
as well as this Prospectus carefully before you decide whether to invest.
WHO MAY INVEST IN EACH SERIES
Minimum initial investment is $5,000 per Series. Persons that become
limited partners by holding Units in a particular Series may make additional
investments in that same Series of at least $1,000.
IS THE QUADRIGA SUPERFUND A SUITABLE INVESTMENT FOR YOU?
An investment in each Series is speculative and involves a high degree of
risk. Each Series is not a complete investment program. Quadriga Capital
Management offers each Series as a diversification opportunity for an investor's
entire investment portfolio, and therefore an investment in each Series should
only be a limited portion of the investor's portfolio. You must, at a minimum,
have:
(1) a net worth of at least $150,000, exclusive of home, furnishings
and automobiles; or
(2) a net worth, similarly calculated, of at least $45,000 and an
annual gross income of at least $45,000.
A number of jurisdictions in which the Units are offered impose higher
minimum suitability standards on prospective investors. These suitability
standards are, in each case, regulatory minimums only, and merely because you
meet such standards does not mean that an investment in the Units is suitable
for you. YOU MAY NOT INVEST MORE THAN 10% OF YOUR NET WORTH, EXCLUSIVE OF HOME,
FURNISHINGS AND AUTOMOBILES, IN THE LIMITED PARTNERSHIP.
RISK FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN EITHER SERIES
- Each Series is a highly volatile and speculative investment. There can be
no assurance that each Series will achieve its objectives or avoid
substantial losses. You must be prepared to lose all or substantially all
of your investment.
- For every gain made in a futures, forward or swap transaction, the
opposing side of that transaction will have an equal and offsetting loss.
Quadriga Capital Management has from time to time in the past incurred
losses in trading on behalf of its clients. Quadriga Capital Management
expects that performance for each Series may be volatile. Although
investments managed by Quadriga Capital Management have produced profits
in the past, it is anticipated that each Series will likely experience
drawdowns in the future.
- Each Series trades in futures and forward contracts. Therefore, each
Series is a party to financial instruments with elements of off-balance
sheet market risk, including market volatility and possible illiquidity.
There is also a credit risk that a counterparty will not be able to meet
its obligations to each Series.
2
- There is presently no secondary market for Units of each Series and it is
not anticipated that any such market will develop.
- Each Series is subject to numerous conflicts of interest including the
following:
(1) Quadriga Capital Management is both the general partner and
trading advisor of each Series and its fees and services have not been
negotiated at arm's length;
(2) Quadriga Capital Management, each Series' clearing brokers and
their respective principals and affiliates, may trade in the futures and
forward markets for their own accounts and may take positions opposite or
ahead of those taken for each Series. For the same reasons, Quadriga
Capital Management has a disincentive to add or replace advisors, even if
doing so may be in the best interests of each Series; and
(3) Quadriga Capital Management's principals are not obligated to
devote any minimum amount of time to Quadriga Superfund.
- Limited Partners take no part in the management of each Series and
although Quadriga Capital Management is an experienced professional
manager, past performance is not necessarily indicative of future
results.
- Quadriga Capital Management will be paid a monthly management fee of
1/12 of 1.85% of the monthly net asset value (1.85% annually) for each
Series, regardless of profitability. Quadriga Capital Management will
also be paid monthly performance fees equal to 25% of aggregate
cumulative net appreciation of each Series above its previous highest
value, excluding interest income, in net asset value, if any.
- Each Series is a single-advisor fund which may be inherently more
volatile than multi-advisor managed futures products.
- Although each Series is liquid compared to other "alternative"
investments such as real estate or venture capital, liquidity is
restricted, as the Units may only be redeemed on a monthly basis, upon
ten business days' written notice. You may transfer or assign your Units
after 30 days' advance notice, and only with the consent of Quadriga
Capital Management which may not be given if such transfer may result in
adverse legal or tax consequences for a Series.
- Even though each Series does not intend to make distributions, you will
be liable for taxes on your share of the Series which you invest trading
profits and other income. For U.S. federal income tax purposes, if the
Series in which you invest has taxable income for any year, that income
will be taxable to you in accordance with your allocable share of income
from the Series in which you invest even though Quadriga Capital
Management does not presently intend to make distributions from either
Series.
INVESTMENT FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN EITHER SERIES
- Each Series is a leveraged investment fund managed by an experienced,
professional trading advisor and it trades in a wide range of futures and
forward markets.
- Quadriga Capital Management utilizes a proprietary, fully systematic
trading system for each Series.
- Each Series 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 primary measure of risk) of a portfolio.
However, non-correlation will not provide any diversification advantages
unless the non-correlated assets are outperforming other portfolio
assets, and there is no guarantee that each Series will outperform other
sectors of an investor's portfolio or not produce losses. Each Series'
profitability also depends on the success of Quadriga Capital Management
trading techniques. If each Series is unprofitable, then it will not
increase the return on an investor's portfolio or achieve its
diversification objectives.
3
- Investors in each Series get the advantage of limited liability in highly
leveraged trading.
QUADRIGA CAPITAL MANAGEMENT, INC.
Quadriga Capital Management, Inc., a Grenada corporation and the general
partner and trading advisor for each Series, administers each Series as well as
directs its trading. Affiliates of Quadriga Capital Management manage various
offshore investment funds with strategies substantially similar to that of each
Series.
CHARGES TO EACH SERIES
Each Series' charges are substantial and must be offset by trading gains
and interest income in order to avoid depletion of each Series' assets.
QUADRIGA CAPITAL MANAGEMENT, INC.
- 1.85% annual management fee ( 1/12 of 1.85% payable monthly) for each
Series.
- 25% of new appreciation in each Series' net assets computed on a monthly
basis and excluding interest income and as adjusted for subscriptions and
redemptions.
- 1% of net assets in each Series per year ( 1/12 of 1% payable monthly)
for organization and offering expenses incurred in the initial and
continuous offering.
DEALERS AND OTHERS
- An annual selling commission of 4% of the proceeds of the offering for
each Series will be paid to Quadriga Asset Management, Inc. an affiliate
of Quadriga Capital Management, in monthly installments of 1/12 of 4% of
the month end net asset value of each Series.
- Operating expenses such as legal, auditing, administration, printing and
postage, up to a maximum of 0.15% of net assets per year of each Series
payable in monthly installments of 1/12 of 0.15% of the month end net
asset value of each Series.
- $25.00 per round-turn transaction for brokerage fees; for Units sold by
Quadriga Asset Management, a portion will be paid to the clearing broker
for execution and clearing costs, and the balance will paid to Quadriga
Asset Management.
- "Bid-ask" spreads and prime brokerage fees for off-exchange contracts.
4
BREAKEVEN ANALYSIS
The following tables show the fees and expenses that an investor would
incur on an initial investment of $5,000 in Quadriga Superfund and the amount
that such investment must earn to break even after one year.
SERIES A
<Table>
<Caption>
DOLLAR RETURN REQUIRED
PERCENTAGE RETURN REQUIRED ($5,000 INITIAL INVESTMENT)
INITIAL TWELVE MONTHS OF INITIAL TWELVE MONTHS OF
ROUTINE EXPENSES INVESTMENT INVESTMENT
- ---------------- -------------------------- ---------------------------
Management Fees.................................. 1.85% $ 92.50
General Partner Performance Fees(1).............. 25.00% $ 0
Selling Commissions.............................. 4.00% $200.00
Offering Expenses................................ 1.00% $ 50.00
Operating Expenses............................... 0.15% $ 7.50
Brokerage Fees(2)................................ 3.75% $187.50
Redemption Charges(3)............................ 0% $ 0
Less Interest Income............................. 2.00% $100.00
TWELVE-MONTH BREAKEVEN........................... 8.75% $437.50
</Table>
- ---------------
(1) No performance fees will be charged until breakeven costs are met.
(2) Assumes 1,500 round-turn transactions per million dollars per year at a rate
of $25 per transaction.*
(3) No additional charges or fees are proposed on redemption of Units.
SERIES B
<Table>
<Caption>
DOLLAR RETURN REQUIRED
PERCENTAGE RETURN REQUIRED ($5,000 INITIAL INVESTMENT)
INITIAL TWELVE MONTHS INITIAL TWELVE MONTHS
ROUTINE EXPENSES OF INVESTMENT OF INVESTMENT
- ---------------- -------------------------- ----------------------------
Management Fees................................. 1.85% $ 92.50
General Partner Performance Fees(1)............. 25.00% $ 0
Selling Commissions............................. 4.00% $200.00
Offering Expenses............................... 1.00% $ 50.00
Operating Expenses.............................. 0.15% $ 7.50
Brokerage Fees(2)............................... 5.63% $281.50
Redemption Charges(3)........................... 0% $ 0
Less Interest Income............................ 2.00% $100.00
TWELVE-MONTH BREAKEVEN.......................... 10.63% $531.50
</Table>
- ---------------
(1) No performance fees will be changed until breakeven costs are met.
(2) Assumes 2,250 round-turn transactions per million dollars per year at a rate
of $25 per transaction.*
(3) No additional charges or fees are proposed on redemption of Units.
* In no instance will the total of all fees computed on a net asset basis
exceed 20% per annum for either Series A or Series B.
DISTRIBUTIONS AND REDEMPTIONS
Each Series is intended to be a medium- to long-term, i.e., 3- to 5-year,
investment. Units are transferable, but no market exists for their sale and none
is expected to develop. Monthly redemptions are permitted upon ten (10) business
days' written notice to Quadriga Capital Management which may deny a
5
request to transfer if it determines that the transfer may result in adverse
legal or tax consequences for each Series but not a redemption request submitted
in good form and in a timely manner. Quadriga Capital Management does not intend
to make any distributions. Upon written request, an investment in either Series
may be exchanged for an investment in the other Series at the then applicable
respective net asset values of each Series.
FEDERAL INCOME TAX ASPECTS
In the opinion of Henderson & Lyman, Chicago, Illinois, Quadriga Superfund
will be classified as a partnership for federal income tax purposes and will not
be considered a publicly-traded partnership taxable as a corporation for federal
income tax purposes. As such, whether or not Quadriga Capital Management has
distributed any cash to the Limited Partners, each Limited Partner must report
his or her allocable share of items of income, gain, loss and deduction of each
Series and is individually liable for income tax on such share. To the extent
each Series invests in futures and other commodity contracts, gain or loss on
which will, depending on the contracts traded, constitute a mixture of: 1)
ordinary income or loss; and/or 2) capital gain or loss. Trading losses of each
Series, which will generally constitute capital losses, may only be available to
offset a limited amount of interest income allocated to the Limited Partners of
such Series. Although each Series treats the management fees and performance
fees paid to Quadriga Capital Management as ordinary expenses, such expenses may
be subject to restrictions on deductibility for federal income tax purposes or
be treated as non-deductible syndication costs by the Internal Revenue Service.
FEES TO BE PAID BY QUADRIGA SUPERFUND
<Table>
<Caption>
RECIPIENT PERCENTAGE
--------- ----------
Quadriga Capital Management
Management Fee......................................... 1.85%
Performance Fee........................................ 25.00%
Organization and Offering Expenses....................... 1.00%
Operating Expenses..................................... 0.15%
Quadriga Asset Management
Sales Commission....................................... 4.00%
</Table>
Above amounts are annualized and paid monthly in arrears at 1/12 the rates
shown.
Each Series will be charged a brokerage commission for execution and
brokerage services of $25.00 per round-turn transaction plus applicable National
Futures Association and exchange fees. For Units sold by Quadriga Asset
Management, a portion of this commission will be paid to the clearing broker and
the balance will be paid to Quadriga Asset Management. Such brokerage
commissions are estimated to be approximately 3.75% for Series A and 5.63% for
Series B. In no instance will the total of all fees computed on a net asset
basis exceed 20% per annum for either Series A or Series B.
6
THE RISKS YOU FACE
MARKET RISKS
POSSIBLE TOTAL LOSS OF AN INVESTMENT IN EACH SERIES
Futures and forward contracts have a high degree of price variability and
are subject to occasional rapid and substantial changes. Consequently, you could
lose all or substantially all of your investment in each Series.
EACH SERIES WILL BE HIGHLY LEVERAGED
Because the amount of margin funds necessary to be deposited with a
clearing broker in order to enter into a futures or forward contract position is
typically about 2% to 10% of the total value of the contract, each Series will
be able to hold positions with face values equal to several times each Series'
net assets. The ratio of margin to equity for Series A is approximately 20% and
approximately 30% for Series B, but each Series can range from 10% to 50% due to
factors such as market volatility and changes in margin requirements. As a
result of this leveraging, even a small movement in the price of a contract can
cause major losses. Quadriga Capital Management will monitor the leverage of
each Series regularly but is not limited by the amount of leverage it may
employ, except that Series A will be leveraged less than Series B.
ILLIQUIDITY OF YOUR INVESTMENT
There is no secondary market for the Units. While the Units have redemption
rights, there are restrictions. For example, redemptions can occur only at the
end of a month. If a large number of redemption requests were to be received at
one time, each Series might have to liquidate positions to satisfy the requests.
Such a forced liquidation could adversely affect each Series and consequently
your investment. Transfers of the Units are subject to limitations, such as 30
days' advance written notice of any intent to transfer. Also, Quadriga Capital
Management may deny a request to transfer if it determines that the transfer may
result in adverse legal or tax consequences for each Series. See "Quadriga
Superfund, L.P. Limited Partnership Agreement -- Dispositions."
MARKET ILLIQUIDITY
Futures and forward positions cannot always be liquidated at the desired
price. It is difficult to execute a trade at a specific price when there is a
relatively small volume of buy and sell orders in a market. A market disruption,
such as when foreign governments may take or be subject to political actions
which disrupt the markets in their currency or major exports, can also make it
difficult to liquidate a position. Unexpected market illiquidity has caused
major losses in recent years in such sectors as emerging markets and mortgage-
backed securities. There can be no assurance that the same will not happen to
each Series at any time or from time to time. The large size of the positions
which Quadriga Capital Management anticipates acquiring for each Series
increases the risk of illiquidity by both making its positions more difficult to
liquidate and increasing the losses incurred while trying to do so.
FORWARD TRANSACTIONS ARE NOT REGULATED AND ARE SUBJECT TO CREDIT RISK
Each Series trades forward contracts in foreign currencies. Forward
contracts are typically traded through a dealer market which is dominated by
major money center banks and is not regulated by the Commodity Futures Trading
Commission. Thus, you do not receive the protection of CFTC regulation or the
statutory scheme of the Commodity Exchange Act in connection with this trading
activity by each Series. Also, each Series faces the risk of non-performance by
the counterparties to the forward contracts and such non-performance may cause
some or all of your gain to be unrealized.
NON-CORRELATED, NOT NEGATIVELY CORRELATED, PERFORMANCE OBJECTIVE
Historically, managed futures have been generally non-correlated to the
performance of other asset classes such as stocks and bonds. Non-correlation
means that there is no statistically valid relationship between the past
performance of futures and forward contracts on the one hand and stocks or bonds
on the
7
other hand. Non-correlation should not be confused with negative correlation,
where the performance of two asset classes would be exactly opposite. Because of
this non-correlation, each Series cannot be expected to be automatically
profitable during unfavorable periods for the stock market, or vice versa. The
futures, forward and swap markets are fundamentally different from the
securities markets in that for every gain made in a futures, forward or swap
transaction, the opposing side of that transaction will have an equal and
off-setting loss. If each Series does not perform in a manner non-correlated
with the general financial markets or does not perform successfully, you will
obtain no diversification benefits by investing in the Units and each Series may
have no gains to offset your losses from other investments.
FOREIGN CURRENCY TRADING
Cash foreign currency markets are substantially unregulated and price
movements in such markets are caused by many unpredictable factors including
general economic and financial conditions, governmental policies, national and
international political and economic events, and changes in interest rates. Such
factors combined with the lack of regulation could expose Quadriga Superfund to
significant losses which it might otherwise have avoided.
Positions in cash foreign currencies can be established using less margin
than is typical for futures contracts. Thus, a small movement in the price of
the underlying currency can result in a substantial price movement relative to
the margin deposit. In addition, cash foreign currencies are traded through a
dealer market and not on an exchange. This presents the risks of both
counterparty creditworthiness and possible default or bankruptcy by the
counterparty.
TRADING RISKS
QUADRIGA CAPITAL MANAGEMENT ANALYZES ONLY TECHNICAL MARKET DATA, NOT ANY
ECONOMIC FACTORS EXTERNAL TO MARKET PRICES
The trading systems used by the General Partner for each Series are
technical, trend-following methods involving instruments that are not
historically correlated with each other. The profitability of trading under
these systems depends on, among other things, the occurrence of significant
price trends which are sustained movements, up or down, in futures and forward
prices. Such trends may not develop; there have been periods in the past without
price trends in certain markets. The likelihood of the Units being profitable
could be materially diminished during periods when events external to the
markets themselves have an important impact on prices. During such periods, the
General Partner's historic price analysis could establish positions on the wrong
side of the price movements caused by such events.
SPECULATIVE POSITION LIMITS MAY ALTER TRADING DECISIONS FOR EACH SERIES
The CFTC has established limits on the maximum net long or net short
positions which any person may hold or control in certain futures contracts.
Exchanges also have established such limits. All accounts controlled by the
General Partner, including the account of each Series, are combined for
speculative position limit purposes. If positions in those accounts were to
approach the level of the particular speculative position limit, such limits
could cause a modification of the General Partner's trading decisions for each
Series or force liquidation of certain futures positions.
INCREASE IN ASSETS UNDER MANAGEMENT MAY AFFECT TRADING DECISIONS
The more assets the General Partner manages, the more difficult it may be
for the Advisor to trade profitably because of the difficulty of trading larger
positions without adversely affecting prices and performance. Accordingly, such
increases in equity under management may require the General Partner to modify
its trading decisions for each Series which could have a detrimental effect on
your investment.
8
EACH SERIES' TRADING IS NOT TRANSPARENT
The General Partner makes each Series' trading decisions. While the General
Partner receives daily trade confirmations from the clearing broker, only a
Series' net trading results are reported to Limited Partners and only on a
monthly basis. Accordingly, an investment in each Series does not offer Limited
Partners the same transparency, i.e., an ability to review all investment
positions daily, that a personal trading account offers.
TAX RISKS
INVESTORS ARE TAXED BASED ON THEIR SHARE OF PROFITS IN EACH SERIES
Investors are taxed each year on their share of each Series' profits, if
any, irrespective of whether they redeem any Units or receive any cash
distributions from each Series. All performance information included in this
prospectus is presented on a pre-tax basis; investors who experience such
performance may have to redeem Units or pay the related taxes from other
sources.
TAX COULD BE DUE FROM INVESTORS ON THEIR SHARE OF EACH SERIES' ORDINARY INCOME
DESPITE OVERALL LOSSES
Investors may be required to pay tax on their allocable share of each
Series' ordinary income, which in the case of each Series is each Series'
interest income and gain on some foreign futures contracts, even though each
Series incurs overall losses. Capital losses can be used only to offset capital
gains and $3,000 of ordinary income each year. Consequently, if an investor were
allocated $5,000 of ordinary income and $10,000 of capital losses, the investor
would owe tax on $2,000 of ordinary income even though the investor would have a
$5,000 loss for the year. The $7,000 capital loss carry forward could be used in
subsequent years to offset capital gain and ordinary income, but subject to the
same annual limitation on its deductibility against ordinary income.
DEDUCTIBILITY OF BROKERAGE AND PERFORMANCE FEES
Although each Series treats the brokerage fees and performance fees paid
and other expenses of such Series as ordinary and necessary business expenses,
upon audit each Series may be required to treat such fees as "investment
advisory fees" if each Series' trading activities were determined to not
constitute a trade or business for tax purposes. If the expenses were investment
advisory expenses, a Limited Partner's tax liability would likely increase. In
addition, upon audit, a portion of the brokerage fees might be treated as a non-
deductible syndication cost or might be treated as a reduction in each Series'
capital gain or as an increase in each Series' capital loss. If the brokerage
fees were so treated, a Limited Partner's tax liability would likely increase.
OTHER RISKS
FEES AND COMMISSIONS ARE CHARGED REGARDLESS OF PROFITABILITY AND ARE SUBJECT
TO CHANGE
Each Series is subject to substantial charges payable irrespective of
profitability in addition to performance fees which are payable based on each
Series' profitability. Included in these charges are management, organization
and offering, and brokerage fees and operating expenses. On each Series' forward
trading, "bid-ask" spreads and prime brokerage fees are incorporated into the
pricing of each Series' forward and swap contracts, respectively, by the
counterparties in addition to the brokerage fees paid by each Series. It is not
possible to quantify the "bid-ask" spreads and prime brokerage fees paid by each
Series because each Series cannot determine the profit its counterparty is
making on its forward and swap transactions. Such spreads can at times be
significant. In addition, while currently not contemplated, the Quadriga
Superfund, L.P. Limited Partnership Agreement allows for changes to be made to
the brokerage fee and performance fee with respect to each Series upon sixty
days' notice to the Limited Partners of such Series.
9
FAILURE OF BROKERAGE FIRMS; DISCIPLINARY HISTORY OF CLEARING BROKERS
The Commodity Exchange Act requires a clearing broker to segregate all
funds received from customers from such broker's proprietary assets. If any of
the clearing brokers fails to do so, the assets of each Series might not be
fully protected in the event of the bankruptcy of the clearing broker.
Furthermore, in the event of any of the clearing broker's bankruptcy, each
Series could be limited to recovering only a pro rata share of all available
funds segregated on behalf of the clearing broker's combined customer accounts,
even though certain property specifically traceable to each Series (for example,
Treasury bills deposited by each Series with the clearing broker as margin) was
held by the clearing broker. The clearing brokers have been the subject of
certain regulatory and private causes of action in the past and may be again in
the future. Such actions could affect the ability of a clearing firm to conduct
its business. See "The Clearing Brokers." Furthermore, dealers in forward
contracts are not regulated by the Commodity Exchange Act and are not obligated
to segregate customer assets. As a result, you do not have such basic
protections in forward contracts.
INVESTORS MUST NOT RELY ON PAST PERFORMANCE OF QUADRIGA CAPITAL MANAGEMENT IN
DECIDING WHETHER TO BUY UNITS
The future performance of each Series is not predictable, and no assurance
can be given that each Series will perform successfully in the future. Past
performance of a trading program is not necessarily indicative of future
results.
CONFLICTS OF INTEREST
Quadriga Capital Management has a conflict of interest because it acts as
the general partner and sole trading advisor for each Series. Since Quadriga
Capital Management acts as both trading advisor and general partner, it is very
unlikely that its advisory contract will be terminated by each Series. The fees
payable to Quadriga Capital Management were established by it and were not the
subject of arm's-length negotiation. Furthermore, the fact that Quadriga Asset
Management is an affiliate of Quadriga Capital Management presents the
possibility of Quadriga Capital Management increasing the level of trading to
generate greater commission income for Quadriga Asset Management. See "Conflicts
of Interest."
LACK OF INDEPENDENT EXPERTS REPRESENTING INVESTORS
Quadriga Capital Management has consulted with counsel, accountants and
other experts regarding the formation and operation of each Series. No counsel
has been appointed to represent the Limited Partners in connection with the
offering of the Units. Accordingly, each prospective investor should consult his
own legal, tax and financial advisers regarding the desirability of an
investment in each Series.
RELIANCE ON QUADRIGA CAPITAL MANAGEMENT
The incapacity of Quadriga Capital Management's principals could have a
material and adverse effect on Quadriga Capital Management's ability to
discharge its obligations under the Partnership Agreement. Neither Quadriga
Capital Management nor its principals are under any obligation to devote a
minimum amount of time to Quadriga Superfund, which is the first
publicly-offered fund managed by Quadriga Capital Management.
POSSIBILITY OF TERMINATION OF EACH SERIES BEFORE EXPIRATION OF ITS STATED TERM
As general partner, Quadriga Capital Management may withdraw from each
Series upon 120 days' notice, which would cause each Series to terminate unless
a substitute general partner was obtained. Other events, such as a long-term
substantial loss suffered by each Series, could also cause each Series to
terminate before the expiration of its stated term. This could cause you to
liquidate your investments and upset the overall maturity and timing of your
investment portfolio. If the registrations with the CFTC or memberships in the
National Futures Association of Quadriga Capital Management or the clearing
brokers were revoked or suspended, such entity would no longer be able to
provide services to each Series.
10
EACH SERIES IS NOT A REGULATED INVESTMENT COMPANY
Although each Series and Quadriga Capital Management are subject to
regulation by the CFTC, each Series is not an investment company subject to the
Investment Company Act of 1940. Accordingly, you do not have the protections
afforded by that statute which, for example, require investment companies to
have a majority of disinterested directors and regulate the relationship between
the adviser and the investment company.
PROPOSED REGULATORY CHANGE IS IMPOSSIBLE TO PREDICT
The futures markets are subject to comprehensive statutes, regulations and
margin requirements. In addition, the CFTC and the exchanges are authorized to
take extraordinary actions in the event of a market emergency, including, for
example, the retroactive implementation of speculative position limits or higher
margin requirements, the establishment of daily price limits and the suspension
of trading. The regulation of futures and forward transactions in the United
States is a rapidly changing area of law and is subject to modification by
government and judicial action. In addition, various national governments have
expressed concern regarding the disruptive effects of speculative trading in the
currency markets and the need to regulate the "derivatives" markets in general.
The effect of any future regulatory change on each Series is impossible to
predict, but could be substantial and adverse.
FORWARDS, SWAPS, HYBRIDS AND OTHER DERIVATIVES ARE NOT SUBJECT TO CFTC
REGULATION
Each Series may trade foreign exchange contracts in the interbank market.
In addition to swaps, each Series may also trade hybrid instruments and other
off-exchange contracts. Swap agreements involve trading income streams such as
fixed rate for floating rate interest. Hybrids are instruments which combine
features of a security with those of a futures contract. There is no exchange or
clearinghouse for these contracts, they are not regulated by the CFTC, and
traders must rely on the creditworthiness of the counterparty to fulfill the
obligations of the transaction. Each Series will not receive the protections
which are provided by the CFTC's regulatory scheme for these transactions.
OPTIONS ON FUTURES ARE SPECULATIVE AND HIGHLY LEVERAGED
In the future, options on futures contracts may be used by each Series to
generate premium income or capital gains. Futures options involve risks similar
to futures in that options are speculative and highly leveraged. The buyer of an
option risks losing the entire purchase price (the premium) of the option. The
writer (seller) of an option risks losing the difference between the premium
received for the option and the price of the commodity or futures contract
underlying the option which the writer must purchase or deliver upon exercise of
the option (which losses can be unlimited). Specific market movements of the
commodities or futures contracts underlying an option cannot accurately be
predicted.
EACH SERIES WILL TRADE EXTENSIVELY IN FOREIGN MARKETS
A substantial portion of Quadriga Capital Management's trades takes place
on markets or exchanges outside the United States. The risk of loss in trading
foreign futures contracts and foreign options can be substantial. Participation
in foreign futures contracts and foreign options transactions involves the
execution and clearing of trades on, or subject to the rules of, a foreign board
of trade. Non-U.S. markets may not be subject to the same degree of regulation
as their U.S. counterparts. None of the CFTC, NFA or any domestic exchange
regulates activities of any foreign boards of trade, including the execution,
delivery and clearing of transactions, or has the power to compel enforcement of
the rules of a foreign board of trade or any applicable foreign laws. Trading on
foreign exchanges also presents the risks of exchange controls, expropriation,
taxation and government disruptions. The price of any foreign futures or foreign
options contract and, therefore, the potential profit and loss thereon, may be
affected by any variance in the foreign exchange rate between the time the order
is placed and the time it is liquidated, offset or exercised. Certain foreign
exchanges may also be in a more or less developmental stage so that prior price
histories may not be indicative of current price dynamics. In addition, each
Series may not have the same access to certain positions on foreign exchanges as
11
do local traders, and the historical market data on which Quadriga Capital
Management bases its strategies may not be as reliable or accessible as it is in
the United States. The rights of clients (such as each Series) in the event of
the insolvency or bankruptcy of a non-U.S. market or broker are also likely to
be more limited than in the case of U.S. markets or brokers. To the extent that
a foreign entity does not have assets domiciled in the United States,
satisfaction of any judgment against that party may be adversely affected.
RESTRICTIONS ON TRANSFERABILITY
You may transfer or assign your Units only upon 30 days' prior written
notice to Quadriga Capital Management and if Quadriga Capital Management is
satisfied that the transfer complies with applicable laws and would not result
in the termination of each Series for federal income tax purposes.
A SINGLE-ADVISOR FUND MAY BE MORE VOLATILE THAN A MULTI-ADVISOR FUND
Each Series is currently structured as a single-advisor managed futures
fund. You should understand that many managed futures funds are structured as
multi-advisor funds in order to attempt to control risk and reduce volatility
through combining advisors whose historical performance records have exhibited a
significant degree of non-correlation with each other. As a single-advisor
managed futures fund, it is anticipated that each Series may have a greater
profit potential than investment vehicles employing multiple advisors, but may
also have increased performance volatility and a higher risk of loss. Quadriga
Capital Management may retain additional trading advisors on behalf of each
Series in the future.
MONEY COMMITTED TO MARGIN
Each Series may commit up to 50% of its assets as margin for positions held
by the clearing brokers. Because such commitment typically represents only a
small percentage of the total value of such positions, adverse price movements
can cause losses in excess of such commitment and potentially in excess of the
total assets of a Series.
POSSIBLE CONTINGENT LIABILITY
On January 10, 2003 Quadriga Capital Management on behalf of the Fund filed
a post-effective amendment to the Registration Statement with the U.S.
Securities and Exchange Commission 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 5,640 units of Series A in the principal amount of
$6.74 million and 8,224 units of Series B in the principal amount of $10.73
million. Quadriga Capital Management and the Fund may be subject to potential
claims for rescission from investors and regulatory or enforcement action for
any sales of Units made without an effective Registration Statement. 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.
12
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus includes forward-looking statements that reflect Quadriga
Capital Management's current expectations about the future results, performance,
prospects and opportunities of each Series. Quadriga Capital Management has
tried to identify these forward-looking statements by using words such as "may,"
"will," "expect," "anticipate," "believe," "intend," "should," "estimate," or
the negative of those terms or similar expressions. These forward-looking
statements are based on information currently available to Quadriga Capital
Management and are subject to a number of risks, uncertainties and other
factors, both known, such as those described in "The Risks You Face" and
elsewhere in this prospectus, and unknown, that could cause each Series' actual
results, performance, prospects, or opportunities to differ materially from
those expressed in, or implied by, these forward-looking statements.
You should not place undue reliance on any forward-looking statements.
Except as expressly required by the federal securities laws. Quadriga Capital
Management undertakes no obligation to publicly update or revise any
forward-looking statements or the risks, uncertainties or other factors
described in this prospectus, as a result of new information, future events or
changed circumstances or for any other reason after the date of this prospectus.
QUADRIGA CAPITAL MANAGEMENT, INC.
DESCRIPTION
Quadriga Capital Management, Inc. is the general partner and commodity
trading advisor of each Series. It is a Grenada corporation with offices located
at Le Marquis Complex, Unit 5, P.O. Box 1479, Grand Anse, St. George's, Grenada
West Indies, and its telephone number is (473) 439-2418. The firm's books and
records are maintained at this location and are available there for inspection.
Its sole business is the trading and management of discretionary futures
accounts, including commodity pools. It has been registered with the Commodity
Futures Trading Commission as a commodity pool operator since May 9, 2001 and
has been a member of the National Futures Association in that capacity since
January 7, 2003. As of December 31, 2003, Quadriga Capital Management and its
affiliates had approximately $1.3 billion in assets under management in the
futures and forward markets (including approximately $524 million in assets
traded pursuant to the same program as traded by Series A and $590 million in
assets traded pursuant to the same program as traded in Series B). Christian
Baha owns 100% of Quadriga Capital Management and Quadriga Investment Advisory,
Inc. and 50% of two of their affiliates, Quadriga Fund Management, Inc. and
Quadriga Trading Management, Inc.
Quadriga Fund Management, Quadriga Trading Management and Quadriga
Investment Advisory each manages various investment funds with strategies
substantially similar to that of each Series. Quadriga Fund Management manages
Quadriga Global Consolidated Trust SICAV USD (Luxemburg) and Quadriga Global
Consolidated Trust SICAV EURO (Luxemburg). Quadriga Trading Management manages
Quadriga AG (Austria), Quadriga AG Ansparplan (Austria), Quadriga Prosperity
Fund (Austria), Quadriga Hedge Fund Class A (Cayman Islands), Quadriga Hedge
Fund Class B (Cayman Islands), Quadriga Hedge Fund Class C (Cayman Islands),
Quadriga Superfund (Cayman Islands), Quadriga Zeus Hedge Fund (Cayman Islands),
Superfund Class A (Austria), Superfund Class B (Austria), Superfund Class C
(Austria), Superfund Class A (Cayman Islands), Superfund Class B (Cayman
Islands), Superfund Class C (Cayman Islands), Quadriga Superfund Guarant IV
Class A, Quadriga Superfund Guarant IV Class B, Quadriga Superfund Guarant V
Class C and Quadriga Superfund Guarant V Class D. Quadriga Investment Advisory
manages Quadriga Partners L.P., a Delaware limited partnership previously
managed by Quadriga Capital Management, which no longer manages any of these
other funds. Past performance information for Quadriga Capital Management and
its affiliates can be found beginning on page 16.
The principals of Quadriga Capital Management are Christian Baha and
Gerhard Entzmann. As discussed below, they are responsible for the firm's
trading decisions through their development of the "TradeCenter" computerized
trading system. They have not purchased and do not intend to purchase Units.
Quadriga Capital Management has agreed that its capital account as general
partner of each Series at all
13
times will equal at least 1% of the net aggregate capital contributions of all
Limited Partners in each such Series. There have never been any material
administrative, civil or criminal proceedings brought against Quadriga Capital
Management or its principals, whether pending, on appeal or concluded. The firm
maintains any required past performance information for itself and its trading
principals at the address shown above in this section.
Mr. 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. The total combined assets
under management for these companies has grown to more than $170 million as of
December 31, 2001. Mr. Baha resides in Monte Carlo where he directs the
strategic worldwide expansion of the Quadriga group of companies. He is also an
associated person and principal of Quadriga Asset Management, introducing broker
and broker-dealer for each Series, which positions he has held since July 1999
and June 1997, respectively.
14
Dr. 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 and is
responsible for monitoring and overseeing the performance of such products. Dr.
Entzmann received a degree in mechanical engineering from the University of
Vienna and in June 2001 he 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. Dr.
Entzmann has a strong background in data analysis and systems engineering.
THE TRADING ADVISOR
Pursuant to the Partnership Agreement, Quadriga Capital Management has the
sole authority and responsibility for managing the Partnership and for directing
the investment and reinvestment of each Series' assets. Although Quadriga
Capital Management will initially serve as the sole trading advisor of each
Series, it may, in the future, retain other trading advisors to manage a portion
of the assets of each Series. Limited Partners will receive prior notice, in the
monthly report from each Series or otherwise, in the event that additional
trading advisors are to be retained on behalf of each Series.
TRADING SYSTEMS
Quadriga Capital Management makes each Series' trading decisions using a
fully automated computerized trading system, "TradeCenter", which trades in
approximately 100 futures and cash foreign currency markets, automatically sends
buy and sell signals, and constantly monitors relevant risk factors on the
traded futures markets in the U.S., Canada, Europe and Asia and on the
off-exchange cash foreign currency market. By using TradeCenter, human emotions
are completely eliminated from the capital management process. TradeCenter was
developed by Christian Baha and Christian Halper, and is licensed on a
non-exclusive basis to Quadriga Capital Management.
Quadriga Capital Management and its affiliates trade in approximately 100
futures markets globally, including both commodity and financial futures and
cash foreign currencies. The approximate allocation between Sectors is:
currencies, 18%; livestock, 5%; agricultural, 10%; metals, 10%; interest rate,
12%; energy, 13%; stock indices, 18%; and grains, 14%. TradeCenter emphasizes
instruments with low correlation and high liquidity for order execution.
Quadriga Capital Management's strategy is based on the implementation of a
four-point philosophy consisting of (i) market diversification, (ii) technical
analysis, (iii) trend-following, and (iv) money management. TradeCenter scans
approximately one hundred different futures markets worldwide on a daily basis
and makes the following decisions: whether to establish new positions (long or
short), adjustment or placement of stop orders, change in position size based on
volatility or change in correlation between markets, and whether to exit open
positions. The decision to establish new positions is based on a proprietary
algorithm that seeks to identify market trends in advance. This is done by
analyzing technical indicators and parameters such as moving averages, bollinger
bands, etc. Bollinger bands are technical channel indicators calculated as
multiples of the standard deviation above and below a moving average. Because
standard deviation measures volatility, these bands expand during volatile
market periods and contract during stable ones. Quadriga Capital Management
believes that the key to identifying potentially profitable trends using
technical analysis is in the way these indicators and perimeters interrelate and
are combined.
Before entering new positions, TradeCenter defines the maximum open risk
per position based on market correlation and market volatility. This money
management filter is applied after positions have been established on a daily
basis per market and adjusts existing stop order levels or reduces position size
if proprietary pre-defined risk measures are met or exceeded due to market
volatility or changes in market correlation. Quadriga Capital Management uses
the technique called trend following to identify these changes. Positions are
exited either by being stopped out or adjusted as a result of the changes in
volatility or market correlation discussed above. There can be no assurance that
the trading models will produce results similar to those produced in the past.
15
POTENTIAL INABILITY TO TRADE OR REPORT DUE TO SYSTEMS FAILURE
Quadriga Capital Management's strategies are dependent to a significant
degree on the proper functioning of its internal computer systems. Accordingly,
systems failures, whether due to third party failures upon which such systems
are dependent or the failure of Quadriga Capital Management's hardware or
software, could disrupt trading or make trading impossible until such failure is
remedied. Such failures may result from events including "acts of God" and
domestic or international terrorism. Any such failure, and consequential
inability to trade (even for a short time), could, in certain market conditions,
cause Quadriga Superfund to experience significant trading losses or to miss
opportunities for profitable trading. Lastly, any such failures could cause a
temporary delay in reports to investors.
PAST PERFORMANCE OF TRADING PROGRAMS OF QUADRIGA
CAPITAL MANAGEMENT, INC. AND AFFILIATES
The following performance capsules, tables and accompanying notes are
presented in an attempt to provide you with account performance information
regarding all pools operated or portfolios managed by Quadriga Capital
Management or, for the most recent five calendar years. In the opinion of
Quadriga Capital Management, the performance records of the portfolios and pools
are fairly stated. The only pool currently managed by Quadriga Capital
Management is each Series. Quadriga Capital Management's affiliate, Quadriga
Fund Management, Inc., has managed commodity pools since March 1996. Except for
each of the Series, none of the pools currently being managed by Quadriga
Capital Management or its affiliates has been publicly offered within the U.S.
<Table>
Name of Pool............................... Quadriga Superfund, L.P. -- Series A
General Partner............................ Quadriga Capital Management, Inc.
Inception of Trading....................... November 2002
Aggregate Subscriptions as of February 29,
2004..................................... $16.78 million
Net Asset Value* as of February 29, 2004... $20.57 million
Worst Monthly % Drawdown* (March 2003)..... (20.12%)
Worst Peak-to-Valley % Drawdown* (March
2003 to December 2003)................... (22.79%)
</Table>
HISTORICAL PERFORMANCE
<Table>
<Caption>
2002 2003 2004
---- ---- ----
Jan.................. Jan............... 11.38% Jan............... 2.46%
Feb.................. Feb............... 12.00% Feb............... 12.65%
Mar.................. Mar............... (20.12%)
Apr.................. Apr............... 0.51%
May.................. May............... 15.04%
Jun.................. Jun............... (8.37%)
Jul.................. Jul............... (8.77%)
Aug.................. Aug............... 2.16%
Sep.................. Sep............... 0.12%
Oct.................. Oct............... 3.99%
Nov.................. (3.59%) Nov............... (1.75%)
Dec.................. 13.65% Dec............... 19.45%
ANNUAL............... 9.56% ANNUAL............ 20.23% ANNUAL............ 15.42%
</Table>
* As defined in the Glossary.
Past performance is not necessarily indicative of future results.
- ---------------
16
<Table>
Name of Pool............................... Quadriga Superfund, L.P. -- Series B
General Partner............................ Quadriga Capital Management, Inc.
Inception of Trading....................... November 2002
Aggregate Subscriptions as of February 29,
2004..................................... $22.51 million
Net Asset Value* as of February 29, 2004... $29.93 million
Worst Monthly % Drawdown* (March 2003)..... (29.11%)
Worst Peak-to-Valley % Drawdown* (March
2003 to December 2003)................... (32.13%)
</Table>
HISTORICAL PERFORMANCE
<Table>
<Caption>
2002 2003 2004
---- ---- ----
Jan.................. Jan............... 17.59% Jan............... 3.48%
Feb.................. Feb............... 17.07% Feb............... 18.63%
Mar.................. Mar............... (29.11%)
Apr.................. Apr............... 0.87%
May.................. May............... 21.90%
Jun.................. Jun............... (11.57%)
Jul.................. Jul............... (11.96%)
Aug.................. Aug............... 3.43%
Sep.................. Sep............... 0.04%
Oct.................. Oct............... 5.92%
Nov.................. (5.84%) Nov............... (2.04%)
Dec.................. 23.17% Dec............... 27.33%
ANNUAL............... 15.98% ANNUAL............ 27.71% ANNUAL............ 22.76%
</Table>
* As defined in the Glossary.
Past performance is not necessarily indicative of future results.
- ---------------
<Table>
Name of Pool....................................... Quadriga AG
Trading Advisor.................................... Quadriga Trading Management Inc.
Inception of Trading............................... March 1996
Aggregate Subscriptions as of February 29, 2004.... EUR 296.9 million
Net Asset Value* as of February 29, 2004........... EUR 376.6 million
Worst Monthly % Drawdown* (March 2003)............. (16.72%)
Worst Peak-to-Valley % Drawdown* (Oct. 2001 to Apr.
2002)............................................ (19.93%)
</Table>
17
QUADRIGA AG
<Table>
<Caption>
1999 2000 2001 2002 2003 2004
----- ----- ------ ------ ------ -----
JAN....................................... 4.11% 1.84% 1.55% (0.59%) 12.76% 2.97%
FEB....................................... 0.98% (1.14%) 1.45% (2.48%) 12.04% 8.69%
MAR....................................... (1.70%) (4.20%) 12.76% (1.44%) (16.72%)
APR....................................... 6.32% (0.20%) (12.81%) (2.99%) (1.60%)
MAY....................................... (5.80%) 6.27% 4.32% 1.31% 10.04%
JUN....................................... (0.43%) 1.13% 0.39% 13.67% (4.83%)
JUL....................................... 1.13% (4.08%) 1.83% 13.78% (1.02%)
AUG....................................... (2.71%) 10.90% 6.15% 8.20% 1.47%
SEP....................................... 4.53% (6.29%) 15.41% 11.94% (2.87%)
OCT....................................... (3.17%) (4.42%) 3.95% (13.78%) 6.54%
NOV....................................... 10.56% 5.06% (12.76%) (6.38%) (2.25%)
DEC....................................... 10.50% 18.96% (0.98%) 16.58% 12.86%
ANNUAL.................................... 25.39% 23.19% 18.82% 38.42% 24.33% 11.92%
</Table>
* As defined in the Glossary.
Past performance is not necessarily indicative of future results.
<Table>
Name of Pool......................................... Quadriga GCT USD
Trading Advisor...................................... Quadriga Fund Management Inc.
Inception of Trading................................. January 2000
Aggregate Subscriptions as of February 29, 2004...... US $195.6 million
Net Asset Value* as of February 29, 2004............. US $335.4 million
Worst Monthly % Drawdown* (March 2003)............... (23.21%)
Worst Peak-to-Valley % Drawdown* (Feb. 2003-Sept.
2003).............................................. (27.04%)
</Table>
QUADRIGA GCT USD
<Table>
<Caption>
2000 2001 2002 2003 2004
----- ------ ------ ------ -----
JAN..................................... 12.32% 3.56% 1.06% 19.99% 1.96%
FEB..................................... (5.63%) 4.57% (2.69%) 15.52% 14.05%
MAR..................................... (2.45%) 9.95% (5.46%) (23.21%)
APR..................................... (0.75%) (8.61%) (0.64%) 1.06%
MAY..................................... 6.45% 1.89% 3.56% 9.89%
JUN..................................... 0.71% 5.02% 23.54% (8.56%)
JUL..................................... (8.55%) 1.11% 17.67% (3.14%)
AUG..................................... 12.32% 10.27% 15.23% 2.62%
SEP..................................... (6.91%) 28.42% 9.01% (5.87%)
OCT..................................... (3.09%) 5.27% (17.23%) 10.23%
NOV..................................... 8.94% (14.62%) (5.94%) (2.54%)
DEC..................................... 26.19% (4.85%) 24.42% 16.28%
ANNUAL.................................. 40.16% 42.56% 69.23% 26.35% 16.29%
</Table>
* As defined in the Glossary.
Past performance is not necessarily indicative of future results.
18
<Table>
Name of Pool...................................... Quadriga Partners L.P.
Trading Advisor................................... Quadriga Investment Advisory, Inc.
Inception of Trading.............................. June 2001
Net Asset Value as of February 29, 2004........... $8.8 million
</Table>
<Table>
<Caption>
YEAR 2001 2002 2003 2004
---- ----- ----- ----- -----
ANNUAL RETURN 16.03% 26.77% 19.42% 9.30%
</Table>
<Table>
Name of Pool...................................... Quadriga GCT Euro
Trading Advisor................................... Quadriga Fund Management, Inc.
Inception of Trading.............................. November 2001
Net Asset Value as of February 29, 2004........... EUR 221.6 million
</Table>
<Table>
<Caption>
YEAR 2001 2002 2003 2004
---- ----- ----- ----- -----
ANNUAL RETURN (5.36)% 46.67% 25.53% 16.79%
</Table>
<Table>
Name of Pool...................................... Quadriga AG Ansparplan
Trading Advisor................................... Quadriga Trading Management, Inc.
Inception of Trading.............................. January 2003
Net Asset Value as of February 29, 2004........... EUR 32.0 million
</Table>
<Table>
<Caption>
YEAR 2003 2004
---- ----- -----
ANNUAL RETURN 22.80% 13.20%
</Table>
<Table>
Name of Pool...................................... Quadriga Hedge Fund Class A
Trading Advisor................................... Quadriga Trading Management, Inc.
Inception of Trading.............................. July 2000
Net Asset Value as of February 29, 2004........... EUR 27.5 million
</Table>
<Table>
<Caption>
YEAR 2000 2001 2002 2003 2004
---- ----- ----- ----- ----- -----
ANNUAL RETURN 20.50% 24.52% 36.29% 18.45% 13.24%
</Table>
<Table>
Name of Pool...................................... Quadriga Hedge Fund Class B
Trading Advisor................................... Quadriga Trading Management, Inc.
Inception of Trading.............................. January 2002
Net Asset Value as of February 29, 2004........... EUR 11.3 million
</Table>
<Table>
<Caption>
YEAR 2002 2003 2004
---- ----- ----- -----
ANNUAL RETURN 37.57% 21.82% 5.32%
</Table>
<Table>
Name of Pool...................................... Quadriga Hedge Fund Class C
Trading Advisor................................... Quadriga Trading Management, Inc.
Inception of Trading.............................. July 2002
Net Asset Value as of February 29, 2004........... EUR 9.1 million
</Table>
<Table>
<Caption>
YEAR 2002 2003 2004
---- ----- ----- -----
ANNUAL RETURN 32.57% 16.68% 16.85%
</Table>
Past performance is not necessarily indicative of future results.
19
<Table>
Name of Pool....................................... Quadriga Superfund (Cayman
Islands)
Trading Advisor.................................... Quadriga Trading Management, Inc.
Inception of Trading............................... May 2001
Net Asset Value as of February 29, 2004............ $49.5 million
</Table>
<Table>
<Caption>
YEAR 2001 2002 2003 2004
---- ----- ----- ----- -----
ANNUAL RETURN 37.30% 79.84% 63.50% 18.30%
</Table>
<Table>
Name of Pool....................................... Quadriga Prosperity Fund
Trading Advisor.................................... Quadriga Trading Management, Inc.
Inception of Trading............................... November 2001
Net Asset Value as of February 29, 2004............ EUR 18.8 million
</Table>
<Table>
<Caption>
YEAR 2001 2002 2003 2004
---- ----- ----- ----- -----
ANNUAL RETURN (3.78)% 35.86% 30.31% 14.07%
</Table>
<Table>
Name of Pool....................................... Quadriga Zeus Hedge Fund
Trading Advisor.................................... Quadriga Trading Management, Inc.
Inception of Trading............................... January 2002
Net Asset Value as of February 29, 2004............ EUR 8.3 million
</Table>
<Table>
<Caption>
YEAR 2002 2003 2004
---- ----- ----- -----
ANNUAL RETURN 34.40% 26.78% 15.06%
</Table>
<Table>
Name of Pool....................................... Superfund Class A (Austria)
Trading Advisor.................................... Quadriga Trading Management, Inc.
Inception of Trading............................... October 2003
Net Asset Value as of February 29, 2004............ EUR 5.8 million
</Table>
<Table>
<Caption>
YEAR 2003 2004
---- ----- -----
ANNUAL RETURN (3.11%) 11.74%
</Table>
<Table>
Name of Pool....................................... Superfund Class B (Austria)
Trading Advisor.................................... Quadriga Trading Management, Inc.
Inception of Trading............................... October 2003
Net Asset Value as of February 29, 2004............ EUR 18.9 million
</Table>
<Table>
<Caption>
YEAR 2003 2004
---- ----- -----
ANNUAL RETURN 14.41%
</Table>
<Table>
Name of Pool..................................... Superfund Class C (Austria)
Trading Advisor.................................. Quadriga Trading Management, Inc.
Inception of Trading............................. October 2003
Net Asset Value as of February 29, 2004.......... EUR 21.3 million
</Table>
<Table>
<Caption>
YEAR 2003 2004
---- ----- -----
ANNUAL RETURN 21.03%
</Table>
Past performance is not necessarily indicative of future results.
20
<Table>
Name of Pool....................................... Superfund Class A (Cayman
Islands)
Trading Advisor.................................... Quadriga Trading Management, Inc.
Inception of Trading............................... October 2003
Net Asset Value as of February 29, 2004............ $4.2 million
</Table>
<Table>
<Caption>
YEAR 2003 2004
---- ----- -----
ANNUAL RETURN (3.40%) 9.01%
</Table>
<Table>
Name of Pool....................................... Superfund Class B (Cayman
Islands)
Trading Advisor.................................... Quadriga Trading Management, Inc.
Inception of Trading............................... October 2003
Net Asset Value as of February 29, 2004............ $3.2 million
</Table>
<Table>
<Caption>
YEAR 2003 2004
---- ----- -----
ANNUAL RETURN (6.10%) 13.61%
</Table>
<Table>
Name of Pool....................................... Superfund Class C (Cayman
Islands)
Trading Advisor.................................... Quadriga Trading Management, Inc.
Inception of Trading............................... October 2003
Net Asset Value as of February 29, 2004............ $2.1 million
</Table>
<Table>
<Caption>
YEAR 2003 2004
---- ----- -----
ANNUAL RETURN (8.80%) 18.64%
</Table>
<Table>
Name of Pool....................................... Quadriga Superfund Guarant IV
Class A
Trading Advisor.................................... Quadriga Trading Management, Inc.
Inception of Trading............................... October 2003
Net Asset Value as of February 29, 2004............ $10.1 million
</Table>
<Table>
<Caption>
YEAR 2003 2004
---- ----- -----
ANNUAL RETURN 2.40% 17.87%
</Table>
<Table>
Name of Pool....................................... Quadriga Superfund Guarant IV
Class B
Trading Advisor.................................... Quadriga Trading Management, Inc.
Inception of Trading............................... October 2003
Net Asset Value as of February 29, 2004............ EUR 3.9 million
</Table>
<Table>
<Caption>
YEAR 2003 2004
---- ----- -----
ANNUAL RETURN 2.20% 16.66%
</Table>
<Table>
Name of Pool....................................... Quadriga Superfund Guarant V
Class C
Trading Advisor.................................... Quadriga Trading Management, Inc.
Inception of Trading............................... Trading Not Commenced as of
February 29, 2004
</Table>
Past performance is not necessarily indicative of future results.
21
<Table>
Name of Pool....................................... Quadriga Superfund Guarant V
Class D
Trading Advisor.................................... Quadriga Trading Management, Inc.
Inception of Trading............................... Trading Not Commenced as of
February 29, 2004
</Table>
Past performance is not necessarily indicative of future results.
22
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 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 0.25%, trading performance (including commissions) of
approximately 25.54% and charges of approximately 5.56% 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 0.25%, trading performance (including commissions) of
approximately 33.64% and charges of approximately 6.18% 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.
23
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.
YEAR ENDED DECEMBER 31, 2003
FUND RESULTS FOR JANUARY 2003:
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%.
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.
24
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.
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.
The net asset value of Series A and B increased by 2.2% and 3.4%,
respectively, including charges.
25
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.
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.
26
YEAR ENDED DECEMBER 31, 2002
FUND RESULTS FOR NOVEMBER 2002:
The fund started trading on November 5, 2002 with invested capital of US$
2,372,998 in Series A and B combined (Series A: $1,032,998 and Series B:
$1,340,000. The fund opened, based on a long-term bearish trend in equity
markets, by establishing short positions in most stock indices globally (United
States and abroad) which resulted in moderate losses for the month of November
due to continued upward movement which began in October 2002. In addition, long
positions in Bonds resulted in moderate losses.
New short positions in the U.S. Dollar vis-a-vis other currencies resulted
in flat performance for the month due to the absence of a clear trend
definition.
Long positions in the energy sector (crude oil, natural gas) showed modest
gains due to increased tension concerning the political situation in Iraq.
The best performance for the month of November resulted from long positions
in the commodities market (coffee, sugar, zinc, lead and copper).
On balance, the Fund had negative performance in the month of November with
Series A losing 3.6 % and Series B posting a loss of 5.8%.
FUND RESULTS FOR DECEMBER 2002:
Most positions established during November were continued into December.
Stock Indices moved lower in all major markets due to increased tension in the
Middle East and the potential of war in Iraq.
The U.S. Dollar lost more ground to the Euro which resulted in a three year
low of the U.S. Dollar versus the Euro. In addition, the Japanese Yen also
gained against the Dollar and most positions within the currency sector
performed extremely well for the Fund.
Energy prices saw a rally in December due to the looming war and the cold
winter in many parts of the United States resulting in much lower inventories
than anticipated. The volatility of these markets increased dramatically.
The only losing positions for the month came from coffee and corn as well
as some of the metals (with the exception of gold and silver).
The Fund had exceptionally good performance in December. Series A posted a
gain of 13.6% whereas Series B posted a gain of 23.2%.
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%.
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
27
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.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INTRODUCTION
PAST RESULTS NOT NECESSARILY INDICATIVE OF FUTURE PERFORMANCE
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.
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
28
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.
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:
<Table>
<Caption>
SECTOR MARKET RISK (USD) % OF TOTAL CAPITALIZATION (NET ASSETS)
- ------ ----------------- --------------------------------------
Agricultural Products.................. 63,935 0.40
Energy................................. 744,100 4.61
Metals................................. 594,433 3.68
</Table>
SERIES B AS OF DECEMBER 31, 2003:
<Table>
<Caption>
SECTOR MARKET RISK (USD) % OF TOTAL CAPITALIZATION (NET ASSETS)
- ------ ----------------- --------------------------------------
Agricultural Products.................. 115,723 0.52
Energy................................. 1,329,871 6.01
Metals................................. 1,060,137 4.79
</Table>
29
MATERIAL LIMITATIONS ON VALUE AT RISK AS AN ASSESSMENT OF MARKET RISK
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. 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.
30
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
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.
31
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).
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.
32
CONFLICTS OF INTEREST
QUADRIGA CAPITAL MANAGEMENT, INC.
Conflicts exist between Quadriga Capital Management's interests in and its
responsibilities to each Series. The conflicts are inherent in Quadriga Capital
Management acting as general partner and as trading advisor to each Series.
These conflicts and the potential detriments to the Limited Partners are
described below. Quadriga Capital Management's selection of itself as trading
advisor was not objective, since it is also the general partner of each Series.
In addition, it has a disincentive to replace itself as the advisor. The
advisory relationship between each Series and Quadriga Capital Management,
including the fee arrangement, was not negotiated at arm's length. Investors
should note, however, that Quadriga Capital Management believes that the fee
arrangements are fair to each Series and competitive with compensation
arrangements in pools involving independent general partners and advisors.
Quadriga Capital Management will review its compensation terms annually to
determine whether such terms continue to be competitive with other pools for
similar services and will lower such fees if it concludes, in good faith, that
its fees are no longer competitive.
Neither Quadriga Capital Management nor its principals devote their time
exclusively to each Series. Quadriga Capital Management (or its principals) acts
as general partner to other commodity pools and trading advisor to other
accounts which may compete with each Series for Quadriga Capital Management's
services. Thus, Quadriga Capital Management could have a conflict between its
responsibilities to each Series and to those other pools and accounts. Quadriga
Capital Management believes that it has sufficient resources to discharge its
responsibilities in this regard in a fair manner. Quadriga Capital Management
may receive higher advisory fees from some of those other accounts than it
receives from each Series. Quadriga Capital Management, however, trades all
accounts in a substantially similar manner, given the differences in size and
timing of the capital additions and withdrawals.
In addition, Quadriga Capital Management may find that futures positions
established for the benefit of each Series, when aggregated with positions in
other accounts of Quadriga Capital Management, approach the speculative position
limits in a particular commodity. Quadriga Capital Management may decide to
address this situation either by liquidating each Series' positions in that
futures contract and reapportioning the portfolio in other contracts or by
trading contracts in other markets which do not have restrictive limits. Any
principal of Quadriga Capital Management may trade futures and related contracts
for its own account. Trading records for any proprietary trading are not
available for review by clients or investors. Employees of Quadriga Capital
Management are prohibited from trading for their own accounts.
A conflict of interest exists if proprietary trades are executed and
cleared at more favorable rates than trades cleared on behalf of each Series. A
potential conflict also may occur when Quadriga Capital Management or its
principals trade their proprietary accounts more aggressively, take positions in
proprietary accounts which are opposite, or ahead of, the positions taken by
each Series.
THE CLEARING BROKERS
The clearing brokers, currently Cargill Investors Services, Inc., ADMIS
Inc., Fimat USA, Man Financial Inc., Bear Stearns Forex Inc., Bear Stearns
Securities Corp, and Barclays Capital Inc., and the affiliates and personnel of
such entities, may trade futures and forward contracts for their own accounts.
This trading could give rise to conflicts of interest with each Series. The
clearing brokers also may serve as a brokers for other commodity pools, which
could give rise to conflicts of interest between their responsibility to each
Series and to those pools and clients. Any clearing broker that is also a
selling agent of each Series could give rise to conflicts of interest because
its compensation in each role is based on the net asset value of units
outstanding. Further, in making recommendations to redeem or purchase additional
Units, employees of the clearing brokers may have a conflict of interest between
acting in the best interest of their clients and assuring continued compensation
to their employer.
33
FIDUCIARY DUTY AND REMEDIES
Subject to the provisions of the Partnership Agreement, a prospective
investor should be aware that Quadriga Capital Management, as general partner of
a Series, has a responsibility to Limited Partners of that Series to exercise
good faith and fairness in all dealings affecting such Series. The Partnership
Agreement provisions limiting this responsibility are summarized below under
"Indemnification and Standard of Liability." The fiduciary responsibility of a
general partner to the Limited Partners is a developing and changing area of the
law and Limited Partners who have questions concerning the duties of Quadriga
Capital Management as general partner should consult with their counsel. In the
event that a Limited Partner of a Series believes that Quadriga Capital
Management has violated its fiduciary duty to the Limited Partners of such
Series, he may seek legal relief individually or on behalf of such Series under
applicable laws, including under the Delaware Revised Uniform Limited
Partnership Act, as amended (the "Act") and under commodities laws, to recover
damages from or require an accounting by Quadriga Capital Management. The
Partnership Agreement is governed by Delaware law and any breach of Quadriga
Capital Management's fiduciary duty under the Partnership Agreement will
generally be governed by Delaware law.
The Partnership Agreement does not limit Quadriga Capital Management's
fiduciary obligations under Delaware or common law; however, Quadriga Capital
Management may assert as a defense to claims of breach of fiduciary duty that
the conflicts of interest and fees payable to Quadriga Capital Management have
been disclosed in this Prospectus. Limited Partners may also have the right,
subject to applicable procedural and jurisdictional requirements, to bring class
actions in federal court to enforce their rights under the federal securities
laws and the rules and regulations promulgated thereunder by the SEC. Limited
Partners who have suffered losses in connection with the purchase or sale of the
Units may be able to recover such losses from Quadriga Capital Management where
the losses result from a violation by Quadriga Capital Management of the federal
securities laws. State securities laws may also provide certain remedies to
Limited Partners. Limited Partners should be aware that performance by Quadriga
Capital Management of its fiduciary duty to each Series is measured by the terms
of the Partnership Agreement as well as applicable law. Limited Partners are
afforded certain rights to institute reparations proceedings under the Commodity
Exchange Act for violations of the Commodity Exchange Act or of any rule,
regulation or order of the CFTC by Quadriga Capital Management.
INDEMNIFICATION AND STANDARD OF LIABILITY
Quadriga Capital Management and its controlling persons may not be liable
to each Series or any Limited Partner for errors in judgment or other acts or
omissions not amounting to misconduct or negligence, as a consequence of the
indemnification and exculpatory provisions described in the following paragraph.
Purchasers of Units may have more limited rights of action than they would
absent such provisions.
The Partnership Agreement provides that Quadriga Capital Management and its
controlling persons shall not have any liability to each Series or to any
Limited Partner for any loss suffered by such Series which arises out of any
action or inaction if Quadriga Capital Management, in good faith, determined
that such course of conduct was in the best interests of such Series and such
course of conduct did not constitute negligence or misconduct of Quadriga
Capital Management. Each Series has agreed to indemnify Quadriga Capital
Management and its controlling persons against claims, losses or liabilities
based on their conduct relating to such Series, provided that the conduct
resulting in the claims, losses or liabilities for which indemnity is sought did
not constitute negligence or misconduct or breach of any fiduciary obligation to
such Series and was done in good faith and in a manner which Quadriga Capital
Management, in good faith, determined to be in the best interests of such
Series. Controlling persons of Quadriga Capital Management are entitled to
indemnity only for losses resulting from claims against such controlling persons
due solely to their relationship with Quadriga Capital Management or for losses
incurred in performing the duties of Quadriga Capital Management. See Section 17
of the Partnership Agreement, included as Exhibit A to this Prospectus. Each
Series will not indemnify Quadriga Capital Management or its controlling persons
for any liability arising from securities law violations in connection with the
offering of the Units of such Series unless Quadriga Capital Management or its
controlling persons prevails on the merits or obtains a court approved
settlement (in accordance with
34
Section 17 of the Partnership Agreement). The position of the SEC is that any
such indemnification is contrary to the federal securities laws and therefore
unenforceable.
CHARGES TO EACH SERIES
The following list of fees and expenses includes all compensation, fees,
profits and other benefits (including reimbursement of out-of-pocket expenses)
which Quadriga Capital Management, the selling agents, the clearing brokers and
the affiliates of those parties may earn or receive in connection with the
offering and operation of each Series. Prospective investors should refer to the
Breakeven Analysis for each Series beginning on page 5 for an estimate of the
break-even amount that is required for an investor to recoup such fees and
expenses, or "break even" in the first year of trading.
MANAGEMENT FEE
Each Series will pay Quadriga Capital Management a monthly management fee
equal to one-twelfth of 1.85% (1.85% annually) of the month end net asset value
of such Series. This fee will be paid to Quadriga Capital Management for
providing ongoing advisory services and is payable notwithstanding Quadriga
Capital Management's actual trading performance.
PERFORMANCE FEE
Each Series will pay Quadriga Capital Management a monthly incentive fee
equal to 25% of the new appreciation (if any) in the net asset value of that
Series. "New appreciation" means the total increase in net asset value of a
Series from the end of the last period for which a performance fee was earned by
Quadriga Capital Management. The performance fee is not reduced for
extraordinary expenses, if any, of the Series, and no fee is paid with respect
to interest income. If a performance fee payment is made by each Series, and
each Series thereafter incurs a net loss, Quadriga Capital Management will
retain the amount previously paid. Thus, Quadriga Capital Management may be paid
a performance fee during a year in which each Series overall incurred net
losses. Trading losses will be carried forward and no further performance fees
may be paid until the prior losses have been recovered.
Below is a sample calculation of the performance fee with respect to a
Series: Assume a Series paid a performance fee at the end of the first month of
2002 and assume that such Series recognized trading profits (net of all
brokerage fees and operating and offering expenses) of $200,000 during the
second month of 2002. The new appreciation for the month (before interest
earned) would be $200,000 and Quadriga Capital Management's performance fee
would be $50,000 (0.25 X $200,000). Alternatively, assume that such Series paid
a performance fee at the end of the eleventh month of 2001 but did not pay a
performance fee at the end of the twelfth month of 2001 because it had trading
losses of $100,000. If such Series recognized trading profits of $200,000 at the
end of the first month of 2002, the new appreciation (before interest earned)
for the month would be $100,000 ($200,000 - $100,000 loss carry forward) and
Quadriga Capital Management's performance fee would be $25,000 (0.25 X
$100,000). Please note that this simplified example assumes that no Limited
Partners of such Series have added or redeemed Units within such Series during
this sample time frame. Such capital changes require that the calculation be
determined on a "per Unit" per Series basis. If the net asset value per Unit
within a Series at the time when a particular investor acquires Units is lower
than the net asset value per Unit within a Series as of the end of the most
recent prior calendar month for which a performance fee was payable (due to
losses incurred between such month-end and the subscription date), such Units
might experience a substantial increase in value after the subscription date yet
pay no performance fee as of the next calendar month-end because such Series as
a whole has not experienced new appreciation. If a performance fee accrual is in
effect at the time when particular Units are purchased (due to gains achieved
prior to the applicable subscription day), the net asset value per Unit reflects
such accrual. In the event the net asset value of a Series declines after the
subscription date, the incentive fee accrual is "reversed" and such reversal is
credited to all Units within such Series equally, including the Units which were
purchased at a net asset value per Unit which fully reflected such accrual. The
brokerage fee and performance fee may be increased upon sixty days' notice to
the Limited Partners of a Series as long as the notice explains Limited
Partners' redemption and voting rights.
35
ORGANIZATION AND OFFERING EXPENSES
Each Series will pay a monthly fee equal to one-twelfth of 1% (1% annually)
of the month end net asset value of that Series for organization and offering
expenses. Organization and offering expenses include all fees and expenses
incurred in connection with the formation of each Series and distribution of the
Units including printing, mailing, filing fees, escrow fees, salaries and
bonuses of employees while engaged in sales activities and marketing expenses of
Quadriga Capital Management and the selling agents which are paid by each Series
and will be advanced by Quadriga Capital Management. Each Series is required by
certain state securities administrators to disclose that the "organization and
offering expenses" of each Series, as defined by the NASAA Guidelines, will not
exceed 15% of the total subscriptions accepted.
OPERATING EXPENSES
Each Series bears its operating expenses, including but not limited to
administrative, legal and accounting fees, and any taxes or extraordinary
expenses payable by each Series, at a fixed rate of 1/12 of 0.15% per month
(0.15% annually) of each Series month end net asset value. Quadriga Capital
Management will be responsible for any such expenses during any year of
operations which exceed 0.15% of each Series' net assets per annum. Indirect
expenses in connection with the administration of each Series, such as indirect
salaries, rent, travel and overhead of Quadriga Capital Management, may not be
charged to each Series.
BROKERAGE AND TRAILING COMMISSIONS
Each Series will be charged $25.00 per round turn transaction plus
applicable National Futures Association and exchange fees for execution and
brokerage services, along with an annual 4% selling commission ( 1/12 of 4% per
month) of the month-end net asset value of each Series per month. These
commissions and fees will be paid to Quadriga Asset Management, an introducing
broker and affiliate of Quadriga Capital Management, which will, in turn, remit
a portion of the commissions to the clearing broker for execution and clearing
costs. Quadriga Asset Management will retain the remaining brokerage commission
fee. Quadriga Asset Management will also remit a portion of the selling fee to
the selling agents for ongoing administrative services to the Limited Partners.
The compensation to be paid will not exceed the guidelines established by the
North American Securities Administrators Association, Inc. ("NASAA").
USE OF PROCEEDS
The entire offering proceeds received from subscription for each Series
will be credited to such Series' bank and brokerage accounts for the purpose of
engaging in trading activities and as reserves for that trading. Continuing fees
and expenses such as operating and management will also be paid from funds in
these accounts. Each Series meets its margin requirements by depositing U.S.
government securities with the clearing broker. In this way, substantially all
(i.e., 95% or more) of each Series' assets, whether used as margin for trading
purposes or as reserves for such trading, can be invested in U.S. government
securities. Investors should note that maintenance of each Series' assets in
U.S. government securities and banks does not reduce the risk of loss from
trading futures and forward contracts. Each Series receives all interest earned
on its assets. Up to 50% of each Series' assets will be committed as margin for
futures contracts and held by the clearing broker, although the amount committed
may vary significantly. Such assets are maintained in segregated accounts with
the clearing broker pursuant to the Commodity Exchange Act and regulations
thereunder. The remaining Series assets will normally be invested in U.S.
Treasury bills. A portion of this remaining portion may also be invested in
reverse repurchase obligations and short-term corporate debt obligations rated
AAA by at least one commercial rating agency. Each Series' assets are not and
will not be, directly or indirectly, commingled with the property of any other
Series, or any other person by Quadriga Capital Management nor invested with or
loaned to Quadriga Capital Management or any affiliated entities.
36
THE CLEARING BROKERS
CARGILL INVESTOR SERVICES, INC.
Cargill Investor Services, Inc. is registered as a futures commission
merchant and is a member of the National Futures Association. Its main office
address is located at 233 South Wacker Drive, Suite 2300, Chicago, Illinois
60606.
In the ordinary course of its business, Cargill Investor Services, Inc. is
engaged in civil litigation and subject to administrative proceedings which in
the aggregate, are not expected to have a material effect upon its condition,
financial or otherwise. Neither Cargill Investor Services, Inc. nor any of its
principals have been the subject of any material, administrative, civil or
criminal action within the five years preceding the date of this letter.
ADM INVESTOR SERVICES, INC.
ADM Investor Services, Inc. ("ADMIS") is a registered futures commission
merchant and is a member of the National Futures Association. Its main office is
located at 141 W. Jackson Blvd., Suite 1600A, Chicago, IL 60604. In the normal
course of its business, ADMIS is involved in various legal actions incidental to
its commodities business. None of these actions are expected either individually
or in aggregate to have a material adverse impact on ADMIS.
Neither ADMIS nor any of its principals have been the subject of any
material administrative or criminal actions within the past five years.
FIMAT USA, INC.
In connection with the Partnership, Fimat USA, Inc. will be serving as
clearing broker. Fimat USA is a wholly owned subsidiary of FIMAT International
Banque SA, which itself is a wholly owned subsidiary of Societe Generale. As of
October 2001, the Fimat Group (comprising of Fimat International Banque, SA and
all its worldwide branches and subsidiaries, as well as Fimat Derivatives Canada
Inc., and the divisions of SG Securities North Pacific S.G. and SG Securities
(London) Ltd., Seoul Branch doing business as "Fimat" in Japan and Korea,
respectively) was present on 35 derivatives exchanges worldwide. Fimat USA is a
futures commission merchant and broker dealer registered with the Commodity
Futures Trading Commission and the Securities and Exchange Commission, and is a
member of the National Futures Association and National Association of
Securities Dealers, Inc. Fimat USA is also a clearing member of all principal
commodity futures exchanges located in the United States as well as a member of
the Chicago Board Options Exchange, Philadelphia Stock Exchange, Options
Clearing Corporation, and Government Securities Clearing Corporation.
Fimat USA, Inc. is headquartered at 630 Fifth Avenue, Suite 500, New York,
New York 10111 and has principal branch offices in Chicago, Illinois; Kansas
City, Missouri; Nashville, Tennessee; and Houston, Texas.
Fimat USA, Inc. or any of its principals have not been the subject of any
material administrative, civil, or criminal action within the past five years,
nor is any such action pending.
Neither Fimat USA, Inc., nor any affiliate, officer, director or employee
thereof have passed on the merits of this Prospectus or offering, or given any
guarantee as to the performance or any other aspect of the Partnership.
MAN FINANCIAL INC
Man Financial Inc is a clearing broker for the Partnership. It is
registered under the Commodity Exchange Act, as amended, as a futures commission
merchant and a commodity pool operator, and is a member of the National Futures
Association in such capacities. Man Financial, part of the Man Group of
37
companies, is a member of all major U.S. futures exchanges. Its main office is
located at 717 Fifth Avenue, 9(th) Floor, New York, New York 10022-8101 and its
telephone number at such location is (212) 589-6200.
At any given time, Man Financial is involved in numerous legal actions and
administrative proceedings, which in the aggregate, are not, as of the date of
this document, expected to have a material effect upon its condition, financial
or otherwise, or to the services it will render to the Partnership. There have
been no material administrative, civil or criminal proceedings pending, on
appeal or concluded against Man Financial or its principals within the five
years preceding the date of this document.
Man Financial acts only as a clearing broker for the Partnership and as
such is paid commissions for executing and clearing trades on behalf of the
Partnership. Man Financial has not passed upon the adequacy or accuracy of this
document. Man Financial neither will act in any supervisory capacity with
respect to Quadriga Capital Management nor participate in its management or that
of the Partnership. Therefore, prospective investors should not rely on Man
Financial in deciding whether or not to participate in the Partnership.
There have been no material administrative, civil, or criminal actions
within the past five years against Man Financial or any of its principals, nor
is any such action pending.
BEAR STEARNS FOREX INC. AND BEAR, STEARNS SECURITIES CORP.
Bear Stearns Forex Inc. ("BSF"), a Delaware corporation, is a foreign
currency dealer. Bear, Stearns Securities Corp. ("BSSC"), a Delaware
corporation, is a United States licensed broker/dealer. The Partnership and the
Partnership's general partner, have selected BSF as one of the foreign exchange
("FX") dealers with whom the Partnership may enter into over-the-counter foreign
exchange spot, forward or options ("FX Transactions") as principal/counterparty.
When BSF is the FX counterparty to the Partnership, FX spot and forward
transactions of the Partnership will clear through BSSC. Since BSSC is acting as
a clearance firm, any protections customarily afforded an account that clears
its business through a U.S. broker/dealer, including the holding of margin,
collateral and positions in such account, will be afforded to the Partnership's
account.
Neither BSF nor BSSC make any trading decisions for the Partnership or its
general partner, nor does BSF or BSSC supervise trading by the Partnership or
its general partner in any way. The Partnership and its general partner may
choose to enter into FX Transactions with any one of a number of different
foreign exchange dealers other than BSF.
There have been no material administrative, civil, or criminal actions
within the past five years against BSF or BSSC or any of their principals, nor
is any such action pending.
BARCLAYS CAPITAL INC.
Barclays Capital Inc. is a futures commission merchant and a broker dealer
registered with the Commodity Futures Trading Commission and the Securities and
Exchange Commission and is a member of the National Futures Association and the
National Association of Securities Dealers, Inc.
There have been no material administrative, civil or criminal proceedings
within the past five years against Barclays Capital or any of its principals,
nor is any such action pending.
Quadriga Capital Management is not obligated to continue to use the
clearing brokers identified above and may select others or additional dealers
and counterparties in the future, provided Quadriga Capital Management believes
that their service and pricing are competitive.
DISTRIBUTIONS AND REDEMPTIONS
DISTRIBUTIONS
Each Series is not required to make any distributions to Limited Partners.
While each Series has the authority to make such distributions, it does not
intend to do so in the foreseeable future. Quadriga Capital Management believes
that distributions of Partnership assets serve no useful purpose since Limited
Partners may redeem any or all of their Units at the then current net value per
Unit on a periodic basis. The amount
38
and timing of future distributions is uncertain. Because of the potential
volatility of the futures and forward contract markets, especially in the
short-term, each Series is recommended for those seeking a medium- to long-term
investment, i.e., three to five years). If each Series realizes profits for any
fiscal year, such profits will constitute taxable income to the Limited Partners
of such Series in accordance with their respective investments in such Series
whether or not cash or other property has been distributed to Limited Partners.
Any distributions, if made by a Series, may be inadequate to cover such taxes
payable by the Limited Partners of such Series.
REDEMPTIONS
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 not less than
ten (10) business days prior to the end of the month (or such shorter period as
permitted by Quadriga Capital Management) as of which redemption is to be
effective. The Request for Redemption must specify the dollar amount for which
redemption is sought. 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 the subject of such default or delay. No such
delays have been imposed to date by any pool sponsored by Quadriga Capital
Management. The federal income tax aspects of redemptions are described under
"Federal Income Tax Aspects."
NET ASSET VALUE
The net asset value of a Unit within a Series as of any date is (i) the sum
of all cash, plus Treasury bills valued at cost plus accrued interest, and other
securities of such Series valued at market, plus the market value of all open
futures, forward and option positions maintained by such Series, less all
liabilities of each Series and accrued performance fees payable by such Series,
determined in accordance with the principles specified in the Partnership
Agreement, divided by (ii) the number of Units of such Series outstanding as of
the date of determination. Where no principle is specified in the Partnership
Agreement, the net asset value of a Series is calculated in accordance with
accounting principles generally accepted in the United States of America under
the accrual basis of accounting.
39
QUADRIGA SUPERFUND, L.P. LIMITED PARTNERSHIP AGREEMENT
The following is a summary of the Quadriga Superfund, L.P. Limited
Partnership Agreement (the "Partnership Agreement"), a form of which is attached
as Exhibit A and incorporated by reference.
ORGANIZATION AND LIMITED LIABILITIES
Quadriga Superfund is organized under the Delaware Revised Uniform Limited
Partnership Act, as amended (the "Act"). The Partnership Agreement provides that
Quadriga Superfund shall be organized as separate Series. Under the Partnership
Agreement, Quadriga Capital Management has created Series A and Series B.
Quadriga Capital Management may create other Series under the Partnership
Agreement as provided therein. In general, the liability of a Limited Partner
within a Series under the Act is limited to the amount of his capital
contribution to such Series and his share of any undistributed profits of such
Series. (However, Limited Partners could be required, as a matter of bankruptcy
law, to return to each Series' estate any distribution which they received at a
time when such Series was in fact insolvent or in violation of the Partnership
Agreement.) The assets and estate of one Series is not liable for the
liabilities of another Series.
MANAGEMENT OF PARTNERSHIP AFFAIRS
The Partnership Agreement effectively gives Quadriga Capital Management, as
general partner, full control over the management and operations of each Series
and the Partnership Agreement gives no management role to the Limited Partners.
To facilitate matters for Quadriga Capital Management, the Limited Partners must
execute the attached Subscription Agreement and Power of Attorney (Exhibit D).
Registered Agents Legal Services, LLC will accept service of legal process
on each Series in the State of Delaware. Only Quadriga Capital Management has
signed the Registration Statement of which this Prospectus is a part, and only
the assets of each Series are subject to issuer liability under the federal
securities laws for the information contained in this Prospectus and under
federal and state laws with respect to the issuance and sale of the Units. Under
the Partnership Agreement, the power and authority to manage, operate and
control all aspects of the business of each Series are vested in the General
Partner. In addition, QCM has been designated as the "tax matters partner" of
each Series and of Quadriga Superfund for purposes of 27-36 the Internal Revenue
Code of 1986, as amended (the "Code").
The Limited Partners have no voice in the operations of each Series, other
than certain limited voting rights as set forth in the Partnership Agreement. In
the course of its management, Quadriga Capital Management may, in its sole and
absolute discretion, appoint an affiliate or affiliates of Quadriga Capital
Management as additional general partners (except where Quadriga Capital
Management has been notified by the Limited Partners that it is to be replaced
as the general partner) and retain such persons, including affiliates of
Quadriga Capital Management, as it deems necessary for the efficient operation
of each Series.
THE ADMINISTRATOR
RK Consulting, LLC ("RKC" or the "Administrator") is Quadriga Superfund's
administrator and is a wholly-owned subsidiary of Rothstein, Kass & Co., P.C.
("Rothstein Kass"). Pursuant to an out-sourced Accounting and Tax Services
Agreement entered into between Quadriga Superfund and RKC, (the "Accounting
Agreement"), RKC will be responsible for, among other things: (i) developing an
electronic linkage with each of the Series' Clearing Brokers in order to receive
monthly data from such brokers, (ii) calculating the monthly fees and the
performance fee payable to Quadriga Capital Management with respect to each
Series, (iii) preparing or procuring the preparation of annual financial
statements of each Series and furnishing such statements, as well as the monthly
reports and quarterly reports regarding each Series' performance and net asset
value per Unit, to Quadriga Capital Management and to Limited Partners of such
Series, (iv) keeping the accounts of each Series and of Quadriga Superfund and
such financial books as required by law or otherwise for the conduct of the
financial affairs of each Series, and (v) performing all other accounting
services necessary in connection with each Series.
40
The Accounting Agreement provides that RKC shall not be liable to a Series
for any acts or omissions in connection with the services rendered to such
Series under such agreement in the absence of negligence or willful misconduct
by RKC, or a breach by RKC of the Accounting Agreement. In addition, the Series
has agreed to indemnify RKC for any and all expenses, costs, damages, or causes
of action, including, but not limited to, reasonable attorneys fees, incurred by
RKC as the result of the unauthorized acts of such Series, Quadriga Capital
Management, its employees or agents, or arising out of such Series' or Quadriga
Capital Management's negligence, willful misconduct, or breach of the Accounting
Agreement. RKC receives customary fees paid out of a Series' assets based upon
the nature and extent of the services performed by RKC for such Series. The
Accounting Agreement may be terminated at any time without penalty by either of
the parties upon not less than 90 days' written notice.
Rothstein Kass is the thirtieth largest accounting firm in the United
States and is a member of the SEC Practice Section and the Private Companies
Practice Section of the American Institute of Certified Public Accountants.
Rothstein Kass has extensive experience providing accounting, tax and management
consulting to investment partnerships, offshore funds, funds of funds,
registered investment advisors and commodity pools located throughout the United
States. In addition, Rothstein Kass has been providing services to domestic
funds since the early 1980's and for offshore funds since the early 1990's,
including, among other things, portfolio accounting, tax reporting, financial
accounting, software development and general administrative services.
SHARING OF PROFITS AND LOSSES
Each Limited Partner within a Series has a capital account. Initially, the
Limited Partner's balance equals the amount paid for the Units in such Series.
The Limited Partner's balance is then proportionally adjusted monthly to reflect
any additions or withdrawals by each Limited Partner and his portion of such
Series' gains or losses for the month as reflected by changes in the net asset
value for such Series.
FEDERAL TAX ALLOCATIONS
At year-end, each Series will determine the total taxable income or loss
for the year. Subject to the special allocation of net capital gain or loss to
redeeming Limited Partners, the taxable gain or loss is allocated to each
Limited Partner within a Series in proportion to his capital account therein and
each Limited Partner is responsible for his share of taxable income of such
Series. See Section 8 of the Partnership Agreement, and "Federal Income Tax
Aspects." For net capital gain and loss, the gains and losses are first
allocated to each Limited Partner who redeemed units during the year. The
remaining net capital gain or loss is then allocated to each Limited Partner in
proportion to his capital account. Each Limited Partner's tax basis in his units
is increased by the taxable income allocated to him and reduced by any
distributions received and losses allocated to him. Upon each Series'
liquidation, each Limited Partner within such Series will receive his
proportionate share of the assets of such Series.
DISPOSITIONS
A Limited Partner may transfer or assign his units in a Series upon 30
days' prior written notice to Quadriga Capital Management and subject to
approval by Quadriga Capital Management of the assignee. Quadriga Capital
Management will provide consent when it is satisfied that the transfer complies
with applicable laws, and further would not result in the termination of such
Series for federal income tax purposes. An assignee not admitted to a Series as
a Limited Partner will have only limited rights to share the profits and capital
of such Series and a limited redemption right. Assignees receive "carry-over"
tax basis accounts and capital accounts from their assignors, irrespective of
the amount paid for the assigned Units.
DISSOLUTION AND TERMINATION OF EACH SERIES
Each Series will be terminated and dissolved upon the happening of the
earlier of: 1) the expiration of each Series' stated term on December 31, 2050;
2) Limited Partners owning more than 50% of the outstanding units of such Series
vote to dissolve such Series; 3) Quadriga Capital Management withdraws as
41
general partner and no new general partner is appointed; 4) a decline in the
aggregate net assets of such Series to less than $500,000; 5) the continued
existence of such Series becomes unlawful; or 6) such Series is dissolved by
operation of law.
AMENDMENTS AND MEETINGS
The Partnership Agreement may be amended with the approval of more than
fifty percent (50%) of the Units then owned by Limited Partners of each Series.
Quadriga Capital Management may make minor changes to the Partnership Agreement
without the approval of the Limited Partners. These minor changes can be for
clarifications of inaccuracies or ambiguities, modifications in response to
changes in tax code or regulations or any other changes the managing owner deems
advisable so long as they do not change the basic investment policy or structure
of each Series. Limited Partners owning at least 10% of the outstanding units of
a Series can call a meeting of such Series. At that meeting, the Limited
Partners, provided that Limited Partners owning a majority of the outstanding
units of such Series concur, can vote to: 1) amend the Partnership Agreement
with respect to such Series without the consent of Quadriga Capital Management;
2) dissolve such Series; 3) terminate contracts with Quadriga Capital
Management; 4) remove and replace Quadriga Capital Management as general
partner; and 5) approve the sale of Quadriga Superfund's assets.
INDEMNIFICATION
Each Series agrees to indemnify Quadriga Capital Management, as general
partner, for actions taken on behalf of such Series, provided that Quadriga
Capital Management's conduct was in the best interests of such Series and the
conduct was not the result of negligence or misconduct. Indemnification by each
Series for alleged violation of securities laws is only available if the
following conditions are satisfied: 1) a successful adjudication on the merits
of each count alleged has been obtained, or 2) such claims have been dismissed
with prejudice on the merits by a court of competent jurisdiction; or 3) a court
of competent jurisdiction approves a settlement of the claims and finds
indemnification of the settlement and related costs should be made; and 4) in
the case of 3), the court has been advised of the position of the SEC and
certain states in which the units were offered and sold as to indemnification
for the violations.
REPORTS TO LIMITED PARTNERS
The Limited Partners in a Series shall have access to and the right to copy
such Series' books and records. A Limited Partner may obtain a list of all
Limited Partners within such Series together with the number of units owned by
each Limited Partner within such Series, provided such request is not for
commercial purposes unrelated to such Limited Partner's interest as a beneficial
owner of such Series. Quadriga Capital Management will provide various reports
and statements to the Limited Partners within a Series including: 1) monthly,
Quadriga Capital Management will provide an unaudited income statement of the
prior month's Series' activities; 2) annually, Quadriga Capital Management will
provide audited financial statements of such Series accompanied by a fiscal
year-end summary of the monthly reports described above; 3) annually, Quadriga
Capital Management will provide tax information necessary for the preparation of
the Limited Partners' annual federal income tax returns; and 4) if the net asset
value per unit within a Series as of the end of any business day declines by 50%
or more from either the prior year-end or the prior month-end unit value of such
Series, Quadriga Capital Management will suspend trading activities, notify all
Limited Partners within such Series of the relevant facts within seven business
days and declare a special redemption period.
42
FEDERAL INCOME TAX ASPECTS
The following constitutes the opinion of Henderson & Lyman and summarizes
the material federal income tax consequences to individual investors in each
Series.
EACH SERIES' PARTNERSHIP TAX STATUS
Because each Series is treated as a partnership for federal income tax
purposes, each Series does not pay any federal income tax. Based on the expected
activity of and restrictions on each Series, each Series will not be taxed as a
"publicly traded partnership."
TAXATION OF LIMITED PARTNERS ON PROFITS AND LOSSES OF EACH SERIES
Each Limited Partner must pay tax on his share of each Series' annual
income and gains, if any, even if each Series does not make any cash
distributions. Each Series generally allocates each Series' gains and losses
equally to each Unit. However, a Limited Partner who redeems any Units will be
allocated his share of each Series' gains and losses in order that the amount of
cash a Limited Partner receives for a redeemed Unit equals the Limited Partner's
adjusted tax basis in the redeemed Unit less any offering or syndication
expenses allocated to such Units. A Limited Partner's adjusted tax basis in a
redeemed Unit equals the amount originally paid for the Unit, increased by
income or gains allocated to the Unit and decreased (but not below zero) by
distributions, deductions or losses allocated to the Unit.
PARTNERSHIP LOSSES BY LIMITED PARTNERS
A Limited Partner may deduct Quadriga Superfund losses only to the extent
of his tax basis in his Units. Generally, a Limited Partner's tax basis is the
amount paid for the units reduced (but not below zero) by his share of any
Quadriga Superfund distributions, losses and expenses and increased by his share
of each Series' income and gains. However, a Limited Partner subject to
"at-risk" limitations (generally, non-corporate taxpayers and closely-held
corporations) can only deduct losses to the extent he is "at-risk." The
"at-risk" amount is similar to tax basis, except that it does not include any
amount borrowed on a non-recourse basis or from someone with an interest in each
Series.
"PASSIVE-ACTIVITY LOSS RULES" AND THEIR EFFECT ON THE TREATMENT OF INCOME AND
LOSS
The trading activities of each Series are not a "passive activity."
Accordingly, a Limited Partner can deduct Quadriga Superfund losses from taxable
income. However, a Limited Partner cannot offset losses from "passive
activities" against Quadriga Superfund gains.
CASH DISTRIBUTIONS AND UNIT REDEMPTIONS
A Limited Partner who receives cash from each Series, either through a
distribution or a partial redemption, will not pay tax on that cash until his
tax basis in the Units is zero.
GAIN OR LOSS ON SECTION 1256 CONTRACTS AND NON-SECTION 1256 CONTRACTS
Section 1256 Contracts are futures and most options traded on U.S.
exchanges and certain foreign currency contracts. For tax purposes, Section 1256
Contracts that remain open at year-end are treated as if the position were
closed at year-end. The gain or loss on Section 1256 Contracts is characterized
as 60% long-term capital gain or loss and 40% short-term capital gain or loss
regardless of how long the position was open. Non-Section 1256 Contracts
include, among other things, certain foreign currency transactions such as
transactions when the amount paid or received is in a foreign currency. Gain and
loss from these Non-Section 1256 Contracts are generally short-term capital gain
or loss or ordinary income or loss.
TAX ON CAPITAL GAINS AND LOSSES
Long-term capital gains -- net gain on capital assets held more than one
year and 60% of the gain on Section 1256 Contracts -- are taxed at a maximum
rate of 20%. Short-term capital gains -- net gain on
43
capital assets held less than one year and 40% of the gain on Section 1256
Contracts -- are subject to tax at the same rates as ordinary income, with a
maximum rate of 39.6% for individuals. Individual taxpayers can deduct capital
losses only to the extent of their capital gains plus $3,000. Accordingly, each
Series could suffer significant losses and a Limited Partner could still be
required to pay taxes on his share of each Series' interest income. An
individual taxpayer can carry back net capital losses on Section 1256 Contracts
three years to offset earlier gains on Section 1256 Contracts. To the extent the
taxpayer cannot offset past Section 1256 Contract gains, he can carry forward
such losses indefinitely as losses on Section 1256 Contracts.
INTEREST INCOME
Interest received by each Series is taxed as ordinary income. Net capital
losses can offset ordinary income only to the extent of $3,000 per year. See
"-- Tax on Capital Gains and Losses."
LIMITED DEDUCTION FOR CERTAIN EXPENSES
Quadriga Capital Management does not consider the brokerage fee and the
performance fees, as well as other ordinary expenses of each Series, investment
advisory expenses or other expenses of producing income. Accordingly, Quadriga
Capital Management treats these expenses as ordinary business deductions not
subject to the material deductibility limitations which apply to investment
advisory expenses. The IRS could contend otherwise and to the extent the IRS
recharacterizes these expenses, a Limited Partner would have the amount of the
ordinary expenses allocated to him reduced accordingly.
SYNDICATION FEES
Neither each Series nor any Limited Partner is entitled to any deduction
for syndication expenses, if any, in the year they reduce net asset value, nor
can these expenses be amortized by each Series or any Limited Partner even
though the payment of such expenses reduces net asset value. The IRS could take
the position that a portion of the brokerage fee paid by each Series to Quadriga
Capital Management constitutes syndication expenses which reduce a Limited
Partner's net asset value, but do not reduce a Limited Partner's adjusted tax
basis.
INVESTMENT INTEREST DEDUCTIBILITY LIMITATIONS
Individual taxpayers can deduct "investment interest" -- interest on
indebtedness allocable to property held for investment -- only to the extent
that it does not exceed net investment income. Net investment income does not
include adjusted net capital gain taxed at the lower 20% rate.
UNRELATED BUSINESS TAXABLE INCOME
Tax-exempt Limited Partners will not be required to pay tax on their share
of income or gains of each Series, provided that such Limited Partners do not
purchase units with borrowed funds.
IRS AUDITS OF THE PARTNERSHIP AND ITS LIMITED PARTNERS
The IRS audits Partnership-related items at the entity level rather than at
the Limited Partner level. Quadriga Capital Management acts as "tax matters
partner" with the authority to determine each Series' responses to an audit. If
an audit results in an adjustment, all Limited Partners may be required to pay
additional taxes, interest and penalties.
STATE AND OTHER TAXES
In addition to the federal income tax consequences described above, each
Series and the Limited Partners may be subject to various state and other taxes.
PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISERS BEFORE DECIDING
WHETHER TO INVEST.
44
INVESTMENT BY ERISA ACCOUNTS
GENERAL
This section sets forth certain consequences under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and the Code, which a
fiduciary of an "employee benefit plan" as defined in and subject to ERISA or of
a "plan" as defined in and subject to Section 4975 of the Code who has
investment discretion should consider before deciding to invest the plan's
assets in each Series (such "employee benefit plans" and "plans" being referred
to herein as "Plans," and such fiduciaries with investment discretion being
referred to herein as "Plan Fiduciaries").
SPECIAL INVESTMENT CONSIDERATION
Each Plan Fiduciary must give appropriate consideration to the facts and
circumstances that are relevant to an investment in each Series, including the
role that an investment in each Series plays or would play in the Plan's overall
investment portfolio. Each Plan Fiduciary, before deciding to invest in each
Series, must be satisfied that such investment is prudent for the Plan, that the
investments of the Plan, including each Series, are diversified so as to
minimize the risk of large losses and that an investment in each Series complies
with the terms of the Plan and related trust.
EACH SERIES SHOULD NOT BE DEEMED TO HOLD "PLAN ASSETS"
A regulation issued under ERISA (the "ERISA Regulation") contains rules for
determining when an investment by a Plan in an equity interest of an entity will
result in the underlying assets of the entity being assets of the Plan for
purposes of ERISA and Section 4975 of the Code (i.e., "plan assets"). Those
rules provide in pertinent part that assets of an entity will not be plan assets
of a Plan which purchases an equity interest in the entity if the equity
interest purchased is a "publicly-offered security" (the "Publicly-Offered
Security Exception"). If the underlying assets of an entity are considered to be
assets of any Plan for purposes of ERISA or Section 4975 of the Code, the
operations of such entity would be subject to and, in some cases, limited by,
the provisions of ERISA and Section 4975 of the Code The Publicly-Offered
Security Exception applies if the equity is a security that is: 1) "freely
transferable" (determined based on the applicable facts and circumstances); 2)
part of a class of securities that is "widely held" (meaning that the class of
securities is owned by 100 or more investors independent of the issuer and of
each other); and 3) either (a) part of a class of securities registered under
Section 12(b) or 12(g) of the Securities Exchange Act of 1934, or (b) sold to
the Plan as part of a public offering pursuant to an effective registration
statement under the Securities Act of 1933 and the class of which such security
is a part is registered under the Securities Exchange Act of 1934 within 120
days (or such later time as may be allowed by the SEC) after the end of the
fiscal year of the issuer in which the offering of such security occurred. It
appears that all of the conditions described above will be satisfied with
respect to the Units and, therefore, the Units should constitute
"publicly-offered securities" and the underlying assets of each Series should
not be considered to constitute assets of any Plan which purchases Units.
INELIGIBLE PURCHASERS
In general, Units may not be purchased with the assets of a Plan if
Quadriga Capital Management, the clearing brokers, any of the selling agents,
any of their respective affiliates or any of their respective employees either:
1) has investment discretion with respect to the investment of such plan assets;
2) has authority or responsibility to give or regularly gives investment advice
with respect to such plan assets, for a fee, and pursuant to an agreement or
understanding that such advice will serve as a primary basis for investment
decisions with respect to such plan assets and that such advice will be based on
the particular investment needs of the Plan; or 3) is an employer maintaining or
contributing to such Plan. NONE OF QUADRIGA CAPITAL MANAGEMENT, THE CLEARING
BROKERS OR THE SELLING AGENTS MAKE ANY REPRESENTATION THAT THIS INVESTMENT MEETS
THE RELEVANT LEGAL REQUIREMENTS WITH RESPECT TO INVESTMENTS BY ANY PARTICULAR
PLAN OR THAT THIS INVESTMENT IS APPROPRIATE FOR ANY PARTICULAR PLAN. THE PERSON
WITH
45
INVESTMENT DISCRETION SHOULD CONSULT WITH HIS OR HER ATTORNEY AND FINANCIAL
ADVISERS AS TO THE PROPRIETY OF AN INVESTMENT IN EACH SERIES IN LIGHT OF THE
CIRCUMSTANCES OF THE PARTICULAR PLAN.
PLAN OF DISTRIBUTION
SUBSCRIPTION PROCEDURE
Each Series will offer the Units to the public during the continuing
offering at the net asset value per Unit as of each month-end closing date on
which subscriptions are accepted, subject to calculation of such month-end net
asset value by the Administrator. Investors must submit subscriptions at least
five (5) business days prior to the applicable month-end closing date and they
will be accepted once payments are received and cleared. Investors may rescind
their subscription agreement within five (5) business days of receipt of each
Series' Prospectus. Quadriga Capital Management may suspend, limit or terminate
the continuing offering period at any time. The Units are offered on a "best
efforts" basis without any firm underwriting commitment through selling agents
which are registered broker-dealers and members of the National Association of
Securities Dealers, Inc. Quadriga Capital Management is also offering Units
directly to potential investors by distributing this Prospectus and making it
available on a special internet website (http://www.superfund.com). Quadriga
Capital Management intends to engage in marketing efforts through media
including but not limited to third party websites, newspapers, magazines, other
periodicals, television, radio, seminars, conferences, workshops, and sporting
and charity events. Units are offered until such time as Quadriga Capital
Management terminates the continuing offering. Subscriptions received during the
continuing offering period can be accepted on a monthly basis. Subscribers whose
subscriptions are canceled or rejected will be notified of when their
subscriptions, plus interest, will be returned, which shall be promptly after
rejection. Subscribers whose subscriptions are accepted will be issued
fractional units, calculated to three decimal places, in an amount which will
include any interest earned on their subscriptions. Each Series' escrow account
is maintained at HSBC Bank USA, 452 Fifth Avenue, New York, New York 10018 (the
"Escrow Agent"). All subscription funds are required to be promptly transmitted
to the Escrow Agent. Subscriptions must be accepted or rejected by Quadriga
Capital Management within five business days of receipt, and the settlement date
for the deposit of subscription funds in escrow must be within five business
days of acceptance. No fees or costs will be assessed on any subscription while
held in escrow, irrespective of whether the subscription is accepted or
subscription funds returned. The Escrow Agent will invest the subscription funds
in short-term United States Treasury bills or comparable authorized instruments
while held in escrow. Subscriptions from customers of any of the selling agents
may also be made by authorizing such selling agent to debit the Limited
Partner's customer securities account at the selling agent. Promptly after
debiting the customer's securities account, the selling agent shall send payment
to the Escrow Agent as described above, in the amount of the subscription so
debited. Subscribers must purchase Units for investment purposes only and not
with a view toward resale. An investor who meets the suitability standards given
below must complete, execute and deliver to the relevant selling agent a copy of
the Subscription Agreement and Power of Attorney attached as Exhibit D. A
Limited Partner can pay either by a check made payable to "Quadriga Superfund,
L.P. Series (A or B, as applicable), Escrow Account" or by authorizing his
selling agent to debit his customer securities account. Quadriga Capital
Management will then accept or reject the subscription within five business days
of receipt of the subscription. All subscriptions are irrevocable once
subscription payments are deposited in escrow.
REPRESENTATIONS AND WARRANTIES OF INVESTORS IN THE SUBSCRIPTION AGREEMENT
Investors are required to make representations and warranties in the
Subscription Agreement. Each Series' primary intention in requiring the
investors to make representations and warranties is to ensure that only persons
for whom an investment is suitable invest in each Series. Each Series is most
likely to assert representations and warranties if it has reason to believe that
the related investor may not be qualified to invest or remain invested in each
Series. The representations and warranties made by investors in the Subscription
Agreement may be summarized as relating to: 1) eligibility of investors to
invest in each Series, including legal age, net worth and annual income; 2)
representative capacity of investors; 3) information provided by
46
investors; 4) information received by investors; and 5) investments made on
behalf of employee benefit plans. See the Subscription Agreement and Power of
Attorney attached as Exhibit D for further detail.
MINIMUM INVESTMENT
The minimum investment is $5,000 in one Series. Limited Partners in one
Series may increase their investment in that same Series with an additional
investment of $1,000 or more. Prospective investors must be aware that the price
per Unit of a Unit in a Series during the continuing offering period will vary
depending upon the month-end net asset value per Unit of such Series. Under the
federal securities laws and those of certain states, investors may be subject to
special minimum purchase and/or investor suitability requirements.
INVESTOR SUITABILITY
There can be no assurance that each Series will achieve its objectives or
avoid substantial losses. An investment in each Series is suitable only for a
limited segment of the risk portion of an investor's portfolio and no one should
invest more in each Series than he can afford to lose. The Limited Partner's
selling agent is responsible for determining if the Units are a suitable
investment for the investor. At an absolute minimum, investors must have (i) a
net worth of at least $150,000 (exclusive of home, furnishings and automobiles)
or (ii) an annual gross income of at least $45,000 and a net worth (as
calculated above) of at least $45,000. No one may invest more than 10% of his
net worth (as calculated above) in the Partnership. THESE STANDARDS (AND THE
ADDITIONAL STANDARDS APPLICABLE TO RESIDENTS OF CERTAIN STATES AS SET FORTH
UNDER "EXHIBIT C -- SUBSCRIPTION REQUIREMENTS" HEREIN) ARE REGULATORY MINIMUMS
ONLY. QUALIFICATION UNDER SUCH STANDARDS DOES NOT NECESSARILY IMPLY THAT AN
INVESTMENT IN EACH SERIES IS SUITABLE FOR A PARTICULAR INVESTOR. PROSPECTIVE
LIMITED PARTNERS SHOULD REVIEW EXHIBIT C AND CONSIDER THE HIGHLY SPECULATIVE AND
ILLIQUID NATURE OF AN INVESTMENT IN EACH SERIES AS WELL AS THE HIGH RISK AND
HIGHLY LEVERAGED NATURE OF THE FUTURES, FORWARD AND RELATED MARKETS IN
DETERMINING WHETHER AN INVESTMENT IN EACH SERIES IS CONSISTENT WITH THEIR
OVERALL PORTFOLIO OBJECTIVES.
THE SELLING AGENTS
The selling agents, the broker-dealers who offer the Units, offer the Units
on a best efforts basis without any firm underwriting commitment. Each Series
and Quadriga Capital Management may retain additional selling agents. The
selling agents, including Quadriga Asset Management, an affiliate of Quadriga
Capital Management, and certain foreign dealers who may elect to participate in
the offering, are bound by their respective Selling Agreements with each Series.
Quadriga Asset Management and any additional selling agents will receive
collectively 4% from the proceeds of the offering with respect to any Units they
sell. Other than as described above, Quadriga Capital Management will pay no
person any commissions or other fees in connection with the solicitation of
purchases for Units. In the Selling Agreement with each selling agent, Quadriga
Capital Management has agreed to indemnify the selling agents against certain
liabilities that the selling agents may incur in connection with the offering
and sale of the Units, including liabilities under the Securities Act of 1933,
as amended. Units will be sold on a continuing basis at the net asset value per
Unit as of the end of each month.
47
CERTAIN LEGAL MATTERS
Henderson & Lyman, Chicago, Illinois has advised Quadriga Capital
Management on legal matters in connection with the Units. In the future,
Henderson & Lyman may advise Quadriga Capital Management with respect to its
responsibilities as general partner and trading advisor of, and with respect to,
matters relating to each Series. Henderson & Lyman has not represented, nor will
it represent, either Series or the Limited Partners in matters relating to each
Series.
EXPERTS
The financial statements of Quadriga Superfund, L.P. Series A and Series B
as of December 31, 2003 and December 31, 2002 and for the year ended December
31, 2003 and for the period from November 5, 2002 (commencement of operations)
through December 31, 2002 and of Quadriga Capital Management as of and for the
year ended December 31, 2002 have been included herein in reliance upon reports
of KPMG LLP, independent auditors, appearing elsewhere herein, and upon the
authority of said firm as experts in accounting and auditing.
[Remainder of page left intentionally blank]
48
INDEX TO FINANCIAL STATEMENTS
<Table>
<Caption>
PAGE
----
Quadriga Superfund, L.P. Series A as of December 31, 2003
and December 31, 2002
Independent Auditors' Report.............................. F-1
Statements of Assets and Liabilities...................... F-2
Condensed Schedule of Investments as of December 31,
2003................................................... F-3
Condensed Schedule of Investments as of December 31,
2002................................................... F-4
Statements of Operations.................................. F-5
Statements of Changes in Net Assets....................... F-6
Statements of Cash Flows.................................. F-7
Quadriga Superfund, L.P. Series B as of December 31, 2003
and December 31, 2002
Statements of Assets and Liabilities...................... F-8
Condensed Schedule of Investments as of December 31,
2003................................................... F-9
Condensed Schedule of Investments as of December 31,
2002................................................... F-10
Statements of Operations.................................. F-11
Statements of Changes in Net Assets....................... F-12
Statements of Cash Flows.................................. F-13
Quadriga Superfund, L.P. Series A and Series B
Notes to Financial Statements............................. F-14
Quadriga Capital Management, Inc. as of December 31, 2003
(unaudited)
Statement of Financial Condition.......................... F-18
Statement of Income....................................... F-19
Statement of Changes in Stockholder's Equity.............. F-20
Statement of Cash Flows................................... F-21
Notes to Unaudited Financial Statements................... F-22
Quadriga Capital Management, Inc. as of December 31, 2002
Independent Auditors' Report.............................. F-25
Statement of Financial Condition.......................... F-26
Statement of Income....................................... F-27
Statement of Changes in Stockholder's Equity.............. F-28
Statement of Cash Flows................................... F-29
Notes to Financial Statements............................. F-30
</Table>
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.
KPMG LLP
New York, New York
March 9, 2004
F-1
QUADRIGA SUPERFUND, L.P. -- SERIES A
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 2003 AND DECEMBER 31, 2002
<Table>
<Caption>
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
=========== ==========
</Table>
See accompanying notes to financial statements.
F-2
QUADRIGA SUPERFUND, L.P. -- SERIES A
CONDENSED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2003
<Table>
<Caption>
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
==== ===========
</Table>
- ---------------
* Due to rounding
See accompanying notes to financial statements.
F-3
QUADRIGA SUPERFUND, L.P. -- SERIES A
CONDENSED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2002
<Table>
<Caption>
PERCENTAGE OF MARKET OR
FACE VALUE 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
==== ========
</Table>
See accompanying notes to financial statements.
F-4
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
<Table>
<Caption>
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
=========== ========
</Table>
See accompanying notes to financial statements.
F-5
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
<Table>
<Caption>
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
=========== ==========
</Table>
See accompanying notes to financial statements.
F-6
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
<Table>
<Caption>
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 --
============ ===========
</Table>
See accompanying notes to financial statements.
F-7
QUADRIGA SUPERFUND, L.P. -- SERIES B
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 2003 AND DECEMBER 31, 2002
<Table>
<Caption>
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
=========== ==========
</Table>
See accompanying notes to financial statements.
F-8
QUADRIGA SUPERFUND, L.P. -- SERIES B
CONDENSED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2003
<Table>
<Caption>
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
==== ===========
</Table>
- ---------------
* Due to rounding
See accompanying notes to financial statements.
F-9
QUADRIGA SUPERFUND, L.P. -- SERIES B
CONDENSED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2002
<Table>
<Caption>
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
==== ==========
</Table>
- ---------------
* Due to rounding
See accompanying notes to financial statements.
F-10
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
<Table>
<Caption>
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
=========== =========
</Table>
See accompanying notes to financial statements.
F-11
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
<Table>
<Caption>
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
=========== ==========
</Table>
See accompanying notes to financial statements.
F-12
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
<Table>
<Caption>
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 --
============ ===========
</Table>
See accompanying notes to financial statements.
F-13
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.
(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-14
(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
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.
F-15
6. FINANCIAL HIGHLIGHTS
Financial highlights for the period January 1, 2003 through December 31,
2003 are as follows:
<Table>
<Caption>
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
========= =========
</Table>
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
F-16
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.
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.
F-17
QUADRIGA CAPITAL MANAGEMENT, INC.
STATEMENT OF FINANCIAL CONDITION (UNAUDITED, IN U.S. DOLLARS)
DECEMBER 31, 2003
<Table>
ASSETS
Cash........................................................ $ 382,915
Due from affiliated limited partnerships.................... 100,357
Investment in affiliated limited partnership (cost,
$2,000,000)............................................... 2,798,420
Fixed assets, net of accumulated depreciation of $72,982.... 42,372
Other....................................................... 37,256
----------
$3,361,320
==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Other liabilities......................................... $ 111,529
----------
Total liabilities...................................... 111,529
----------
Stockholder's equity:
Contributed capital, $50 par value. Authorized, issued,
and outstanding 0 shares............................... 100,000
Additional paid-in-capital................................ 2,227,378
Retained earnings......................................... 922,413
----------
Total stockholder's equity............................. 3,249,791
----------
$3,361,320
==========
</Table>
See accompanying notes to unaudited financial statements.
F-18
QUADRIGA CAPITAL MANAGEMENT, INC.
STATEMENT OF INCOME (UNAUDITED, IN U.S. DOLLARS)
TWELVE MONTHS ENDED DECEMBER 31, 2003
<Table>
Income:
Other income.............................................. $ 44,034
Equity in loss of unconsolidated investment in affiliated
limited partnership.................................... 543,030
Management and incentive fees from affiliated limited
partnerships........................................... 1,894,799
----------
Total income........................................... 2,481,863
----------
Expenses:
Other..................................................... 809
Professional fees......................................... 545,476
Operating expenses........................................ 139,723
Salaries.................................................. 109,580
Depreciation.............................................. 40,309
----------
Total expenses......................................... 835,897
----------
Net income............................................. $1,654,966
==========
</Table>
See accompanying notes to unaudited financial statements.
F-19
QUADRIGA CAPITAL MANAGEMENT, INC.
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (UNAUDITED, IN U.S. DOLLARS)
TWELVE MONTHS ENDED DECEMBER 31, 2003
<Table>
<Caption>
COMMON ADDITIONAL RETAINED
STOCK PAID-IN CAPITAL EARNINGS TOTAL
-------- --------------- ---------- ----------
Balance at December 31, 2002................. $100,000 2,199,862 476,447 2,776,309
Capital distribution......................... -- -- (1,200,000) (1,200,000)
Capital contribution......................... -- 27,516 -- 27,516
Net income 2003.............................. -- -- 1,645,966 1,646,156
-------- ---------- ---------- ----------
Balance at December 31, 2003................. $100,000 2,227,378 922,413 3,249,791
======== ========== ========== ==========
</Table>
See accompanying notes to unaudited financial statements.
F-20
QUADRIGA CAPITAL MANAGEMENT, INC.
STATEMENT OF CASH FLOWS (UNAUDITED, IN U.S. DOLLARS)
TWELVE MONTHS ENDED DECEMBER 31, 2003
<Table>
Cash flows from operating activities:
Net income................................................ 1,645,966
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation........................................... 40,309
Equity in gain of unconsolidated investment in
affiliated limited partnership........................ (543,030)
Decrease in due from affiliated limited partnerships... 158,289
Increase in professional fees payable.................. 73,466
Decrease in other liabilities.......................... (35,660)
----------
Net cash provided by operating activities............ 1,339,340
----------
Cash flows from investing activities:
Other..................................................... (37,256)
Purchase of fixed assets.................................. (27,770)
----------
Net cash used in investing activities................ (65,026)
----------
Cash flows from financing activities:
Capital distribution...................................... (1,200,000)
Capital contribution...................................... 27,516
----------
Net cash provided by financing activities............ (1,172,484)
----------
Net change in cash................................... 101,830
Cash at beginning of year................................... 281,085
----------
Cash at end of period....................................... $ 382,915
==========
</Table>
See accompanying notes to unaudited financial statements.
F-21
QUADRIGA CAPITAL MANAGEMENT, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
DECEMBER 31, 2003
(1) GENERAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies which have been followed
in preparing the accompanying financial statements is set forth below:
NATURE OF BUSINESS
Quadriga Capital Management Inc. (the Company) was incorporated in Grenada,
West Indies, in March 2001. The Company's sole business is the trading and
management of discretionary futures trading accounts, including commodity pools
which are domiciled in the United States of America. The Company presently
serves as commodity pool operator for Quadriga Superfund L.P. (Quadriga
Superfund) and served as commodity pool operator for Quadriga Partners L.P.
until October 10, 2003. The Company is wholly owned by one shareholder.
INVESTMENT IN AFFILIATED LIMITED PARTNERSHIP
The Company has invested in Quadriga Superfund, a Delaware limited
partnership, organized to trade speculatively in the United States of America
and international commodity equity markets using a strategy developed by the
Company. The Company's investment in Quadriga Superfund is recorded based upon
the equity method of accounting.
REVENUE RECOGNITION
The Company earns management fees and an incentive fee for trading and
management services provided to Quadriga Partners and Quadriga Superfund.
Management fees and incentive fees are accrued as earned.
EXPENSES
The Company incurs operating expenses relating to normal activities in
connection with managing the business. Expenses are recorded as incurred.
FIXED ASSETS
Fixed assets are stated net of accumulated depreciation. Depreciation is
calculated on the straight-line method over the estimated useful lives of the
assets. Leasehold improvements are amortized straight line over the remainder of
the lease term.
USE OF ESTIMATES
The accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America (GAAP).
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
as of the date of the financial statements, and the reported amounts of revenues
and expenses during the reporting period. Actual amounts could differ from such
estimates.
INCOME TAXES
The Company has no income that is effectively connected in the United
States of America, and therefore is not subject to income tax for the year ended
December 31, 2003.
F-22
QUADRIGA CAPITAL MANAGEMENT, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS -- (CONTINUED)
FUNCTIONAL CURRENCY
The Company's functional currency is the U.S. dollar. In addition to
maintaining a bank account in U.S. Dollars, the Company also has two accounts
denominated in foreign currencies (Eastern Caribbean dollars and Euros) used for
various immaterial operating expenses. Cash assets denominated in these foreign
currencies are translated to U.S. dollars at the current exchange rate. The
resulting adjustments are charged or credited directly to income or expenses in
the statement of income. Expenses are translated at the weighted-average
exchange rate for the period. There has been no material impact of changes in
the exchange rates during the period covered by the financial statements.
(2) RELATED PARTIES
The Company is the general partner and is responsible for the trading and
management of Quadriga Superfund. As general manager of Quadriga Superfund, the
Company receives a monthly management fee computed at an annual rate of 2.00% of
the net assets of Quadriga Superfund at the beginning of such month. Management
fees, which are accrued ratably as services are performed, compensate the
Company for services rendered to and on behalf of and Quadriga Superfund. In
addition, the Company receives an incentive fee from Quadriga Superfund in an
amount equal to 25% of the excess of net profits over net losses allocated to
the limited partners' capital accounts as of the end of each fiscal year. For
the period from January 1 to December 31, 2003, the Company had earned
management fees and incentive fees of $512,924 and $1,131,899, respectively,
which is included in fee income. At December 31, 2003, the Company had accrued
management fee revenue receivable of $59,364, which is included in due from
affiliated limited partnerships.
The Company utilizes an automated trading system to execute its commodity
trades on behalf of Quadriga Partners. The trading system is owned by Christian
Baha and Christian Halper, and is licensed to the Company on a nonexclusive
basis at no cost. For the period ended December 31, 2003, the actual costs of
acquiring and operating the automated trading system which would have been
allocated to the Company, based upon assets managed, were immaterial. Such costs
may be allocated in future periods and would be recorded as an expense, with an
offsetting credit to additional paid-in capital.
The Company executes its trades through Quadriga Asset Management, Inc.
(QAM), an introducing broker located in Chicago, IL. The sole stockholder of the
Company is also a majority shareholder of QAM. Brokerage costs are recognized in
the account for which the Company is trading. No brokerage costs are incurred
directly by the Company.
(3) LEASE
The future minimum lease payments under the noncancelable office rental
lease as of December 31, 2003 are:
<Table>
<Caption>
MINIMUM
YEAR ENDING DECEMBER 31: PAYMENTS
- ------------------------ --------
2004........................................................ 5,952
------
$5,952
======
</Table>
(4) POSSIBLE CONTINGENT LIABILITY
On January 10, 2003 management of Quadriga Superfund (the Fund) filed a
post-effective amendment to the Registration Statement with the U.S. Securities
and Exchange Commission 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 5,640 units of Series A in the principal amount of $6.74 million
and 8,224 units of Series B in the principal amount of $10.73 million. Quadriga
Capital Management and the Fund may be subject to potential
F-23
QUADRIGA CAPITAL MANAGEMENT, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS -- (CONTINUED)
claims for rescission from investors and regulatory or enforcement action for
any sales of Units made without an effective Registration Statement. 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.
F-24
INDEPENDENT AUDITORS' REPORT
The Shareholder
Quadriga Capital Management, Inc.
We have audited the accompanying statement of financial condition of
Quadriga Capital Management, Inc. (the Company) as of December 31, 2002, and the
related statements of income, changes in stockholder's equity, and cash flows
for the year then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit 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 audit provides 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 Capital Management,
Inc. as of December 31, 2002, and the results of its operations and its cash
flows for the year then ended in conformity with accounting principles generally
accepted in the United States of America.
KPMG LLP
New York, New York
March 7, 2003
F-25
QUADRIGA CAPITAL MANAGEMENT, INC.
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 2002
(IN U.S. DOLLARS)
<Table>
ASSETS
Cash........................................................ $281,085
Due from affiliated limited partnerships.................... 258,646
Investment in affiliated limited partnership (cost
$2,000,000)............................................... 2,255,390
Fixed assets, net of accumulated depreciation of $40,073.... 54,911
----------
$2,850,032
==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Other liabilities...................................... $40,681
Professional fees payable.............................. 33,042
----------
Total liabilities.................................... 73,723
----------
Stockholder's equity:
Contributed capital, $50 par value. Authorized, issued,
and outstanding 0 shares.............................. 100,000
Additional paid-in-capital............................. 2,199,862
Retained earnings...................................... 476,447
----------
Total stockholder's equity........................... 2,776,309
----------
$2,850,032
==========
</Table>
See accompanying notes to financial statements.
F-26
QUADRIGA CAPITAL MANAGEMENT, INC.
STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 2002
(IN U.S. DOLLARS)
<Table>
Income:
Other income.............................................. $ 20,814
Equity in earnings of unconsolidated investment in
affiliated limited partnership......................... 255,390
Management and incentive fees from affiliated limited
partnerships........................................... 620,604
--------
Total income........................................... 896,808
--------
Expenses:
Professional fees......................................... 292,392
Operating expenses........................................ 124,876
Salaries.................................................. 74,879
Depreciation.............................................. 33,230
--------
Total expenses......................................... 525,377
--------
Net income............................................. $371,431
========
</Table>
See accompanying notes to financial statements.
F-27
QUADRIGA CAPITAL MANAGEMENT, INC.
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
YEAR ENDED DECEMBER 31, 2002
(IN U.S. DOLLARS)
<Table>
<Caption>
ADDITIONAL
COMMON PAID-IN- RETAINED
STOCK CAPITAL EARNINGS TOTAL
-------- ---------- -------- ----------
Balance at December 31, 2001.................... $100,000 $ 19,890 $105,016 $ 224,906
Capital contribution............................ -- 2,179,972 -- 2,179,972
Net Income...................................... -- -- 371,431 371,431
-------- ---------- -------- ----------
Balance at December 31, 2002.................... $100,000 2,199,862 476,447 $2,776,309
======== ========== ======== ==========
</Table>
See accompanying notes to financial statements.
F-28
QUADRIGA CAPITAL MANAGEMENT, INC.
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2002
(IN U.S. DOLLARS)
<Table>
Cash flows from operating activities:
Net income................................................ $ 371,431
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation........................................... 33,230
Equity in earnings of unconsolidated investment in
affiliated limited partnership........................ (255,390)
Increase in due from affiliated limited partnerships... (129,600)
Decrease in prepaid deposits........................... 2,612
Decrease in due to affiliates.......................... (70,497)
Increase in professional fees payable.................. 33,042
Increase in other liabilities.......................... 37,071
-----------
Net cash provided by operating activities............ 21,899
-----------
Cash flows from investing activities:
Purchase of investments in affiliated limited
partnership............................................ (2,000,000)
Purchase of fixed assets.................................. (21,570)
-----------
Net cash used in investing activities................ (2,021,570)
-----------
Cash flows from financing activities:
Contributed capital....................................... 2,179,972
-----------
Net cash provided by financing activities............ 2,179,972
-----------
Net change in cash................................... 180,301
Cash at beginning of year................................... 100,784
-----------
Cash at end of year......................................... $ 281,085
===========
</Table>
See accompanying notes to financial statements.
F-29
QUADRIGA CAPITAL MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002
(1) GENERAL INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A summary of the significant accounting policies which have been followed
in preparing the accompanying financial statements is set forth below:
NATURE OF BUSINESS
Quadriga Capital Management Inc. (the Company) was incorporated in Grenada,
West Indies, in March 2001. The Company's sole business is the trading and
management of discretionary futures trading accounts, including commodity pools
which are domiciled in the United States of America. The Company presently
serves as commodity pool operator for Quadriga Partners, L.P. (Quadriga
Partners) and Quadriga Superfund L.P. (Quadriga Superfund). The Company is
wholly owned by one shareholder.
INVESTMENT IN AFFILIATED LIMITED PARTNERSHIP
The Company has invested in Quadriga Superfund, a Delaware limited
partnership, organized to trade speculatively in the United States of America
and international commodity equity markets using a strategy developed by the
Company. The Company's investment in Quadriga Superfund is recorded based upon
the equity method of accounting.
REVENUE RECOGNITION
The Company earns management fees and an incentive fee for trading and
management services provided to Quadriga Partners and Quadriga Superfund.
Management fees and incentive fees are accrued as earned.
EXPENSES
The Company incurs operating expenses relating to normal activities in
connection with managing the business. Expenses are recorded as incurred.
FIXED ASSETS
Fixed assets are stated net of accumulated depreciation. Depreciation is
calculated on the straight-line method over the estimated useful lives of the
assets. Leasehold improvements are amortized straight line over the remainder of
the lease term.
USE OF ESTIMATES
The accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America (GAAP).
The preparation of financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
as of the date of the financial statements, and the reported amounts of revenues
and expenses during the reporting period. Actual amounts could differ from such
estimates.
INCOME TAXES
The Company has no income that is effectively connected in the United
States of America, and therefore is not subject to income tax for the year ended
December 31, 2002.
F-30
QUADRIGA CAPITAL MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
FUNCTIONAL CURRENCY
The Company's functional currency is the U.S. dollar. In addition to
maintaining a bank account in U.S. dollars, the Company also has two accounts
denominated in foreign currencies (Eastern Caribbean dollars and Euros) used for
various immaterial operating expenses. Cash assets denominated in these foreign
currencies are translated to U.S. dollars at the current exchange rate. The
resulting adjustments are charged or credited directly to income or expenses in
the statement of income. Expenses are translated at the weighted-average
exchange rate for the period. There has been no material impact of changes in
the exchange rates during the period covered by the financial statements.
(2) RELATED PARTIES
The Company is the general partner and is responsible for the trading and
management of Quadriga Partners and Quadriga Superfund. As of December 31, 2002,
the Company did not have a capital interest in Quadriga Partners nor is the
Company committed to provide capital contributions or advances, or to maintain
an investment in Quadriga Partners. As general partner of Quadriga Partners, the
Company receives a quarterly management fee computed at an annual rate of 2.00%
of the net assets of Quadriga Partners at the beginning of such quarter. As
general manager of Quadriga Superfund, the Company receives a monthly management
fee computed at an annual rate of 2.00% of the net assets of Quadriga Superfund
at the beginning of such month. Management fees, which are accrued ratably as
services are performed, compensate the Company for services rendered to and on
behalf of Quadriga Partners and Quadriga Superfund. In addition, the Company
receives an incentive fee from Quadriga Partners and Quadriga Superfund in an
amount equal to 25% of the excess of net profits over net losses allocated to
the limited partners' capital accounts as of the end of each fiscal year. For
the year ended December 31, 2002, the Company had earned management fees and
incentive fees of $88,730 and $531,874, respectively, which is included in fee
income. At December 31, 2002, the Company had accrued management fee and
incentive fee revenue receivable of $42,883 and $193,015, respectively, which is
included in due from affiliated limited partnerships.
The Company utilizes an automated trading system to execute its commodity
trades on behalf of Quadriga Partners. The trading system is owned by Christian
Baha and Christian Halper, and is licensed to the Company on a nonexclusive
basis at no cost. For the period ended December 31, 2002, the actual costs of
acquiring and operating the automated trading system which would have been
allocated to the Company, based upon assets managed, were immaterial. Such costs
may be allocated in future periods and would be recorded as an expense, with an
offsetting credit to additional paid-in capital.
The Company executes its trades through Quadriga Asset Management, Inc.
(QAM), an introducing broker located in Chicago, IL. The sole stockholder of the
Company is also a majority shareholder of QAM. Brokerage costs are recognized in
the account for which the Company is trading. No brokerage costs are incurred
directly by the Company.
(3) LEASE
The future minimum lease payments under the noncancelable office rental
lease as of December 31, 2002 are:
<Table>
<Caption>
MINIMUM PAYMENTS
----------------
Year ending December 31:
2003...................................................... $ 8,928
2004...................................................... 5,952
-------
$14,880
=======
</Table>
F-31
PART TWO -- STATEMENT OF ADDITIONAL INFORMATION
QUADRIGA SUPERFUND, L.P.
$200,000,000 UNITS OF BENEFICIAL INTEREST
SERIES A
SERIES B
---------------------
THIS IS A SPECULATIVE, LEVERAGED INVESTMENT WHICH INVOLVES THE RISK OF
LOSS. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. SEE "THE
RISKS YOU FACE" BEGINNING AT PAGE 7 IN PART ONE
---------------------
THIS PROSPECTUS IS IN TWO PARTS: A DISCLOSURE DOCUMENT AND A STATEMENT OF
ADDITIONAL INFORMATION. THESE PARTS ARE BOUND TOGETHER, AND BOTH CONTAIN
IMPORTANT INFORMATION.
---------------------
QUADRIGA CAPITAL MANAGEMENT, INC. GENERAL PARTNER
---------------------
37
PART TWO
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
Strategy.................................................... 39
Why Quadriga................................................ 46
Glossary.................................................... 46
The Futures and Forward Markets............................. 47
Regulation.................................................. 49
Advantages of Futures Fund Investments...................... 49
Potential Disadvantages of Futures Fund Investments......... 51
EXHIBITS
Exhibit A: Quadriga Superfund, L.P. Form of Limited
Partnership Agreement..................................... A-1
Exhibit B: Request for Redemption........................... B-1
Exhibit C: Subscription Requirements........................ C-1
Exhibit D: Subscription Instructions........................ D-1
</Table>
38
STRATEGY
MARKET DIVERSIFICATION
Quadriga Capital Management, Inc. and its affiliates (collectively,
"Quadriga") use a proprietary system designed to ensure minimal correlation to
traditional investments. The spectrum of traded instruments globally consists of
100 futures markets in both commodity and financial futures. Fundamental to
Quadriga's trading style is low correlation between the different instruments
and high liquidity for order execution.
[PIE GRAPH]
TECHNICAL TRADING SYSTEM
Positions are initiated using a proprietary technical algorithm that
attempts to predict price trends in advance. Most systematic trend following
systems employ technical indicators such as moving averages or bollinger bands
to identify trending markets. Quadriga believes the key to using such indicators
successfully lies in the way they are interrelated and applied in combination.
39
TREND FOLLOWING
At present, Quadriga's trading strategy is based on short and midterm time
horizons. One key to Quadriga's past success is to limit drawdowns by daily
maintenance of stop orders. In this way, if a trend reverses Quadriga's loss is
theoretically limited, while if a trend continues Quadriga's profits are
theoretically protected. By this measure, Quadriga seeks to optimize winning
trades.
[TREND FOLLOWING GRAPH]
MONEY MANAGEMENT
Risk management plays a key role in Quadriga's investment strategy.
Quadriga's proprietary program limits initial risk per trade to a theoretical
maximum of 1.5 percent of total funds assets. In addition, the system
continuously screens volatility and adjusts portfolio exposure accordingly.
40
PERFORMANCE SUPERFUND SERIES A & QAG
[LINE GRAPH]
[HISTORICAL PERFORMANCE GRAPH]
[STATISTICS GRAPH]
Past performance is not necessarily indicative of future results. The foregoing
performance results are shown net of all fees.
"Quadriga Superfund, L.P. - Series A" employs a very similar strategy to
Quadriga AG; however, it is traded at a higher level of risk because of higher
fees. But please understand, there is no guarantee of Quadriga Superfund, L.P.
Series A achieving the same results as Quadriga AG.
41
PERFORMANCE SUPERFUND SERIES B & Q-GCT
[LINE GRAPH]
[HISTORICAL PERFORMANCE GRAPH]
[STATISTICS GRAPH]
Past performance is not necessarily indicative of future results. The foregoing
performance results are shown net of all fees.
"Quadriga Superfund, L.P. - Series B" employs a very similar strategy to
Quadriga GCT; however, it is traded at a higher level of risk because of higher
fees. But please understand, there is no guarantee of Quadriga Superfund, L.P.
Series B achieving the same results as Quadriga GCT.
42
CORRELATION COMPARISON
[LINE GRAPH]
[CHART]
COMMENTS
Over the past year, Quadriga Superfund Series A had either zero or even
negative correlation to such indices. In general, this attribute will allow
investors to potentially reduce the risk in their portfolios through
diversification.
Past performance is not necessarily indicative of future results. The foregoing
performance results are shown net of all fees.
"Quadriga Superfund, L.P. - Series A" employs a very similar strategy to
Quadriga AG; however, it is traded at a higher level of risk because of higher
fees. But please understand, there is no guarantee of Quadriga Superfund, L.P.
Series A achieving the same results as Quadriga AG.
43
CORRELATION COMPARISON
[LINE GRAPH]
[CHART]
COMMENTS
Over the past year, Quadriga Superfund Series B had negative correlation to such
indices. In general, this attribute will allow investors to potentially reduce
the risk in their portfolios through diversification.
Past performance is not necessarily indicative of future results. The foregoing
performance results are shown net of all fees.
"Quadriga Superfund, L.P. - Series B" employs a very similar strategy to
Quadriga GCT; however, it is traded at a higher level of risk because of higher
fees. But please understand, there is no guarantee of Quadriga Superfund, L.P.
Series B achieving the same results as Quadriga GCT.
44
CHANGING INVESTMENT WORLD
[BAR GRAPHS]
[CHART]
COMMENTS
The table above captures the performance for various indices or asset categories
on an annualized basis. It also illustrates that performance can vary
significantly over a period of time. While there is no guarantee of continued
performance in one index or fund, the combination of various asset classes in a
portfolio can potentially achieve greater returns and lower risk. The Quadriga
Superfund Limited Partnership is intended as a medium- to long-term investment.
Past performance is not necessarily indicative of future results. The foregoing
performance results are shown net of all fees.
"Quadriga Superfund, L.P. - Series A" employs a very similar strategy to
Quadriga AG; however, it is traded at a higher level of risk because of higher
fees.
"Quadriga Superfund, L.P. - Series B" employs a very similar strategy to
Quadriga GCT; however, it is traded at a higher level of risk because of higher
fees.
45
WHY QUADRIGA
WHY A MANAGED FUTURES FUND?
Managed futures investments are intended to generate long-term capital
growth by providing global portfolio diversification. This diversification can
be utilized by investing in Quadriga Superfund. A primary reason to invest in a
managed futures (alternative investment) product, such as Quadriga Superfund, is
to provide a fully diversified portfolio of investments that has the potential
to improve returns while protecting against risk. This is possible because
managed futures (alternative investment) products historically have not been
correlated to traditional markets, such as stocks and bonds.
WHY QUADRIGA SUPERFUND?
Quadriga has a proven track record of performance for the past eight years.
The funds trade more than 100 futures markets and 1200 equities markets
worldwide using a proprietary trading system designed and developed by its
founders. Quadriga's funds have consistently produced double-digit returns, even
during down markets, due to diversified trades and the ability to spot trends,
while insuring strict risk controls are always in place.
WHY NOW?
The recent fluctuation in world markets has proven that long-only equity
portfolios cannot make money during downward cycles. For continued portfolio
performance, a fund that hedges its trades is the only way to limit losses and
insure gains in any economic environment.
HISTORICAL NON CORRELATED PERFORMANCE
Historically, managed futures investments have had very little correlation
to the stock and bond markets. While there is no guarantee of positive
performance in a managed futures component of a portfolio, the non-correlation
characteristic of managed futures can improve risk adjusted returns in a
diversified investment portfolio. Having the ability to go long and short gives
managed futures the ability to profit from up or down markets. In other words,
profit or loss in managed future funds is not dependent on economic cycles.
GLOSSARY
QUADRIGA SUPERFUND LIMITED PARTNERSHIP
Quadriga Superfund has two series of units, Series A and Series B. Series A
has a strategy similar to the Quadriga AG Fund, which has a Global Macro trading
strategy and an eight year track record. Series B has a strategy similar to the
Quadriga GCT fund, which employs more leverage than the AG Fund, and has a
Managed Futures trading strategy.
QUADRIGA AG
QAG is the group's flagship product and was introduced to the retail
investor in Europe on March 8th, 1996. This product is not available for US
investors.
QUADRIGA GCT
Q-GCT is the more aggressive fund strategy and was introduced on January 4,
2000 to investors. This product is not available for US investors.
46
AGGREGATE SUBSCRIPTIONS
Total gross capital subscriptions made to a pool or account from inception
through the date indicated.
DRAWDOWN
Losses experienced by a pool or account over a specified period.
WORST MONTH PEAK-TO-VALLEY DRAWDOWN
Greatest cumulative percentage decline in month-end net asset value due to
losses sustained by a pool or account during any period in which the initial
month-end net asset value is not equaled or exceeded by a subsequent month-end
net asset value.
MAR FUND/POOL QUALIFIED UNIVERSE INDEX
A dollar weighted index that includes the performance of current, as well
as, retired public futures funds, private pools and offshore funds that have the
objective of speculative trading profits. The MAR Index is utilized as a broad
measure of overall managed futures returns, as compared to other indices that
measure the overall returns of stocks and bonds as separate asset classes. The
MAR Index is not the same as an investment in the Fund, and the Fund may perform
quite differently than the Index, just as an individual stock may perform quite
differently from the S&P 500 Index.
MSCI WORLD INDEX
The MSCI World Index consists of more than 1,500 stocks in 23 countries
globally and represents approximately 85 percent of the total market
capitalization in those countries.
NASDAQ COMPOSITE INDEX
The National Association of Securities Dealers Automated Quotation is an
electronic-over the counter exchange. Unlike the NYSE auction market where
orders meet on a trading floor, NASDAQ orders are paired and executed on a
computer network.
NET ASSET VALUE
Net Asset Value of each Series B is that Series' assets less liabilities
determined in accordance with accounting principles generally accepted in the
United States.
STANDARD & POOR'S 500 COMPOSITE STOCK INDEX (S&P 500 INDEX)
A capitalization weighted index of 500 stocks. The Standard and Poor 500
Index represents the price trend movements of the major common stock of U.S.
public companies. It is used to measure the performance of the entire U.S.
domestic stock market.
LEHMAN BROTHERS GOVERNMENT BOND INDEX
Composed of bonds that are investment grade (as rated by Moody's or
Standard & Poor's). Issues must have at least one year to maturity. Total return
comprises price appreciation/depreciation and income as a percentage of the
original investment. Indexes are rebalanced monthly by market capitalization.
THE FUTURES AND FORWARD MARKETS
FUTURES CONTRACTS
Futures contracts are standardized agreements traded on commodity exchanges
that call for the future delivery of the commodity or financial instrument at a
specified time and place. A futures trader that enters
47
into a contract to take delivery of the underlying commodity is "long" the
contract, or has "bought" the contract. A trader that is obligated to make
delivery is "short" the contract or has "sold" the contract. Actual delivery on
the contract rarely occurs. Futures traders usually offset (liquidate) their
contract obligations by entering into equal but offsetting futures positions.
For example, a trader who is long one September Treasury bond contract on the
Chicago Board of Trade can offset the obligation by entering into a short
position in a September Treasury bond contract on that exchange. Futures
positions that have not yet been liquidated are known as "open" contracts or
positions. Futures contracts are traded on a wide variety of commodities,
including agricultural products, metals, livestock products, government
securities, currencies and stock market indices. Options on futures contracts
are also traded on U.S. commodity exchanges. Each Series concentrates its
futures trading in the U.S. and international futures and equity markets.
FORWARD CONTRACTS
Currencies and other commodities may be purchased or sold for future
delivery or cash settlement through banks or dealers pursuant to forward or swap
contracts. Currencies also can be traded pursuant to futures contracts on
organized futures exchanges; however, Quadriga Capital Management will use the
dealer market in foreign exchange contracts for most of each Series' trading in
currencies. Such dealers will act as "principals" in these transactions and will
include their profit in the price quoted on the contracts. Unlike futures
contracts, foreign exchange contracts are not standardized. In addition, the
forward market is largely unregulated. Forward contracts are not "cleared" or
guaranteed by a third party. Thus, each Series is subject to the
creditworthiness of the foreign exchange dealer with whom it maintains all
assets and positions relating to each Series' forward contract investments.
There also is no daily settlement of unrealized gains or losses on open foreign
exchange contracts as there is with futures contracts on U.S. exchanges.
SWAP TRANSACTIONS
Each Series may periodically enter into transactions in the forward or
other markets which could be characterized as swap transactions and which may
involve interest rates, currencies, securities interests, commodities and other
items. A swap transaction is an individually negotiated, non-standardized
agreement between two parties to exchange cash flows measured by different
interest rates, exchange rates, or prices, with payments calculated by reference
to a principal ("notional") amount or quantity. Transactions in these markets
present certain risks similar to those in the futures, forward and options
markets: (1) the swap markets are generally not regulated by any United States
or foreign governmental authorities; (2) there are generally no limitations on
daily price moves in swap transactions; (3) speculative position limits are not
applicable to swap transactions, although the counterparties with which each
Series may deal may limit the size or duration of positions available as a
consequence of credit considerations; (4) participants in the swap markets are
not required to make continuous markets in swaps contracts; and (5) the swap
markets are "principal markets," in which performance with respect to a swap
contract is the responsibility only of the counterparty with which the trader
has entered into a contract (or its guarantor, if any), and not of any exchange
or clearinghouse. As a result, each Series will be subject to the risk of the
inability of or refusal to perform with respect to such contracts on the part of
the counterparties with which each Series trades. The CFTC has adopted Part 35
to its Rules which provides non-exclusive safe harbor treatment from regulations
under the Commodity Exchange Act as amended for swap transactions which meet
certain specified criteria, over which the CFTC will not exercise its
jurisdiction and regulate as futures or commodity option transactions.
Notwithstanding the CFTC's position, the CFTC or a court could conclude in the
future that certain swap transactions entered into by each Series constitute
unauthorized futures or commodity option contracts subject to the CFTC's
jurisdiction or attempt to prohibit each Series from engaging in such
transactions. If each Series were restricted in its ability to trade in the swap
markets, the activities of Quadriga Capital Management, to the extent that it
trades in such markets on behalf of each Series, might be materially affected.
48
REGULATION
The U.S. futures markets are regulated under the Commodity Exchange Act,
which is administered by the CFTC, a federal agency created in 1974. The CFTC
licenses and regulates commodity exchanges, commodity pool operators, commodity
trading advisors and clearing firms which are referred to in the futures
industry as "futures commission merchants." Quadriga Capital Management is
registered with the CFTC as a commodity pool operator. Futures professionals are
also regulated by the NFA, a self-regulatory organization for the futures
industry that supervises the dealings between futures professionals and their
customers. If the pertinent CFTC licenses or NFA memberships were to lapse, be
suspended or be revoked, Quadriga Capital Management would be unable to act as
each Series' commodity pool operator and commodity trading advisor. The CFTC has
adopted disclosure, reporting and recordkeeping requirements for commodity pool
operators and disclosure and recordkeeping requirements for commodity trading
advisors. The reporting rules require pool operators to furnish to the
participants in their pools a monthly statement of account, showing the pool's
income or loss and change in net asset value, and an annual financial report,
audited by an independent certified public accountant. The CFTC and the
exchanges have pervasive powers over the futures markets, including the
emergency power to suspend trading and order trading for liquidation of existing
positions only. The exercise of such powers could adversely affect each Series'
trading. The CFTC does not regulate forward contracts. Federal and state banking
authorities also do not regulate forward trading or forward dealers. Trading in
foreign currency futures contracts may be less liquid and each Series' trading
results may be adversely affected.
MARGIN
In order to establish and maintain a futures position, a trader must make a
type of good-faith deposit with its broker, known as "margin," of approximately
2%-10% of contract value. Minimum margins are established for each futures
contract by the exchange on which the contract is traded. The exchanges alter
their margin requirements from time to time, sometimes significantly. For their
protection, clearing brokers may require higher margins from their customers
than the exchange minimums. Margin also is deposited in connection with forward
contracts but is not required by any applicable regulation. There are two types
of margin. "Initial" margin is the amount a trader is required to deposit with
its broker to open a futures position. The other type of margin is "maintenance"
margin. When the contract value of a trader's futures position falls below a
certain percentage, typically about 75%, of its value when the trader
established the position, the trader is required to deposit additional margin in
an amount equal to the loss in value.
ADVANTAGES OF FUTURES FUND INVESTMENTS
Both the futures and forward markets and funds investing in those markets
offer many structural advantages that make managed futures an efficient way to
participate in global markets.
PROFIT POTENTIAL
Futures, forwards and options contracts can easily be leveraged, which
magnifies the potential profit and loss. As a result of this leveraging, even a
small movement in the price of a contract can cause major losses.
100% INTEREST CREDIT
Unlike some alternative investment funds, each Series does not borrow money
in order to obtain leverage, so each Series does not incur any interest expense.
Rather, each Series' margin deposits are maintained in cash equivalents, such as
U.S. Treasury bills, and interest is earned on 100% of each Series' available
assets, which include unrealized profits credited to each Series' accounts.
GLOBAL DIVERSIFICATION WITHIN A SINGLE INVESTMENT
Futures and related contracts can be traded in many countries, which makes
it possible to diversify risk around the globe. This diversification is
available both geographically and across market sectors. For example,
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an investor can trade interest rates, stock indices and currencies in several
countries around the world, as well as energy and metals. While each Series
itself trades across a diverse selection of global markets, an investment in
each Series is not a substitute for overall portfolio diversification.
ABILITY TO PROFIT OR LOSE IN A RISING OR FALLING MARKET ENVIRONMENT
Each Series can establish short positions and thereby profit from declining
markets as easily as it can establish long positions. This potential to make
money, whether markets are rising or falling around the globe, makes managed
futures particularly attractive to sophisticated investors. Of course, if
markets go higher while an investor has a short position, he will lose money
until the short position is exited.
PROFESSIONAL TRADING
Quadriga Capital Management's approach includes the following elements:
- Disciplined Money Management. Quadriga Capital Management generally
allocates between 0.6% to 0.8% of portfolio equity to any single market
position with a maximum risk of 1% to 1.5% from initial risk. However, no
guarantee is provided that losses will be limited to these percentages.
- Balanced Risk. Quadriga Capital Management will allocate each Series'
capital to more than 100 markets around the world 24 hours a day. Among
the factors considered for determining the portfolio mix are market
volatility, liquidity and trending characteristics.
- Capital Management. When proprietary risk/reward indicators reach
predetermined levels, Quadriga Capital Management may increase or
decrease commitments in certain markets in an attempt to reduce
performance volatility.
- Multiple Systems. While Quadriga Capital Management's approach is to
find emerging trends and follow them to conclusion, no one system is
right all of the time. Quadriga Capital Management utilizes a
multi-system strategy on behalf of each Series that divides capital among
different trading systems in an attempt to reduce performance volatility.
CONVENIENCE
Through each Series, investors can participate in global markets and
opportunities without needing to master complex trading strategies and monitor
multiple international markets.
LIQUIDITY
In most cases the underlying markets have sufficient liquidity. Some
markets trade 24 hours on business days. While there can be cases where there
may be no buyer or seller for a particular market, each Series tries to select
markets for investment based upon, among other things, their perceived
liquidity. Exchanges impose limits on the amount that a futures price can move
in one day. Situations in which markets have moved the limit for several days in
a row have not been common, but do occur. See "The Risks You Face -- Illiquidity
of Your Investment." Also, investors may redeem all or a portion of their units
on a monthly basis. See "Distributions and Redemptions."
LIMITED LIABILITY
Investors' liability is limited to the amount of their investment in each
Series. Investors will not be required to contribute additional capital to each
Series.
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POTENTIAL DISADVANTAGES OF FUTURES FUND INVESTMENTS
Some potential disadvantages of investing in futures and forward markets
and funds investing in those markets include the following:
LACK OF DIVERSIFICATION
Because a single advisor fund does not allocate its assets among a group of
advisors, such fund is less likely to achieve the potential benefits derived
from diversification in trading strategies and markets associated with a
multi-advisor fund or available to an investor that makes its own allocation
decisions.
SELECTION OF BROKERS AND CLEARING FIRM
The manager of a futures fund typically selects the brokers and clearing
firm or firms whose services the fund will utilize and investors in the fund are
not consulted in such decision. As a result, investors are not able to evaluate
competing brokers and clearing firms and select those they feel most
satisfactorily suits their requirements.
POTENTIALLY HIGHER FEES
A futures fund typically incurs various fees and expenses not associated
with separate managed accounts. Organization and offering expenses and selling
expenses are not generally incurred in managed accounts. As a result, investors
in such funds must realize a greater gross return from the fund in order to net
the same effective return after allowing for such expenses.
LACK OF TRANSPARENCY
Clearing brokers produce daily and monthly statements for accounts they
carry. Such information is not directly available to investors in a futures fund
and, consequently, such investors do not have access to the same degree of
information regarding trading activity that holders of separately managed
accounts do.
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EXHIBIT A
QUADRIGA SUPERFUND, L.P.
FORM OF LIMITED PARTNERSHIP AGREEMENT
This Limited Partnership Agreement (the "Agreement") is made as of August
5, 2002, by and among Quadriga Capital Management, Inc., a Grenada corporation
(the "General Partner") and each other party who becomes a party to this Limited
Partnership Agreement as an owner of a unit ("Unit") of beneficial interest in a
series ("Series") created hereunder and who is shown on the books and records of
such Series as a Limited Partner (individually, a "Limited Partner" and
collectively, the "Limited Partners").
1. Formation; Name. The parties to this Agreement hereby form a limited
partnership under the Delaware Revised Uniform Limited Partnership Act, as
amended and in effect on the date of this Agreement (the "Act"). The name of the
limited partnership is Quadriga Superfund, L.P. (the "Partnership"). The General
Partner will execute and file a Certificate of Limited Partnership of the
Partnership (the "Certificate of Limited Partnership") in the form attached
hereto as Appendix 1 and in accordance with the Act, and will execute, file,
record and publish as appropriate such amendments, assumed name certificates and
other documents as are or become necessary or advisable in connection with the
operation of the Partnership, as determined by the General Partner, and will
take all steps which the General Partner may deem necessary or advisable to
allow the Partnership to conduct business as a limited partnership where the
Partnership conducts business in any jurisdiction, and to otherwise provide that
Limited Partners will have limited liability with respect to the activities of
the Partnership in all such jurisdictions, and to comply with the law of any
jurisdiction. Each Limited Partner hereby undertakes to furnish to the General
Partner a power of attorney and such additional information as the General
Partner may request to complete such documents and to execute and cooperate in
the filing, recording or publishing of such documents as the General Partner
determines appropriate.
2. (a) Units of Limited Partnership. The beneficial interest in the
Partnership shall be divided into an unlimited number of Units. The General
Partner may, from time to time, authorize the division of the Units into one or
more Series as provided in Section 2(b) below. All Units issued hereunder shall
be fully paid and nonassessable. The General Partner in its discretion may, from
time to time, without vote of the Limited Partners, issue Units, in addition to
the then issued and outstanding Units, to such party or parties and for such
amount and type of consideration, subject to applicable law, including cash or
securities, at such time or times and on such terms as the General Partner may
deem appropriate, and may in such manner acquire other assets (including the
acquisition of assets subject to, and in connection with, the assumption of
liabilities) and businesses. In connection with any issuance of Units, the
General Partner may issue fractional Units. The General Partner may from time to
time divide or combine the Units into a greater or lesser number without thereby
changing the proportionate beneficial interests in a particular Series.
Contributions to a Series of the Partnership may be accepted for, and Units of
such Series shall be redeemed as, whole Units and/or 1/1,000 of a Unit or
integral multiples thereof.
(b) Creation of Series. The Partnership shall consist of one or more
separate and distinct Series as contemplated by Section 17-218 of the Act.
The General Partner hereby establishes and designates the following Series:
"Quadriga Superfund, L.P. Series A" ("Series A") and "Quadriga Superfund,
L.P. Series B" ("Series B") (each, a "Series"). Any additional Series
created hereunder shall be established by the adoption of a resolution by
the General Partner and shall be effective upon the date stated therein
(or, if no such date is stated, upon the date of such adoption). The Units
of each Series shall have the relative rights and preferences provided for
herein and such rights as may be designated by the General Partner. The
General Partner shall cause separate and distinct records for each Series
to be maintained and the Partnership shall hold and account for the assets
belonging thereto separately from the other Partnership property and the
assets belonging to any other Series. Each Unit of a Series shall represent
an equal beneficial interest in the net assets belonging to that Series.
Unless the establishing resolution or
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any other resolution adopted pursuant to this Section 2(b) otherwise
provides, Units of each Series established hereunder shall have the
following relative rights and preferences:
(i) Limited Partners of a Series shall have no preemptive or other
right to subscribe to any additional Units in such Series or other
securities issued by the Partnership.
(ii) All consideration received by the Partnership for the issue or
sale of the Units within a Series, together with all assets in which
such consideration is invested or reinvested, all income, earnings,
profits, and proceeds thereof, including any proceeds derived form the
sale, exchange, or liquidation of such assets, and any funds or payments
derived from any reinvestment of such proceeds in whatever form the same
may be, shall be held and accounted for separately from the other assets
of the Partnership and of every other Series and may be referred to
herein as "assets belonging to" that Series or the "Series Estate". The
assets belonging to a particular Series shall belong to that Series for
all purposes, and to no other Series, subject only to the rights of
creditors of that Series. In addition, any assets, income, earnings,
profits, or payments and proceeds with respect thereto, which are not
readily identifiable as belonging to any particular Series shall be
allocated by the General Partner between and among one or more of the
Series for all purposes and such assets, income, earnings, profits, or
funds, or payments and proceeds with respect thereto, shall be assets
belonging to that Series.
(iii) A particular Series shall be charged with the liabilities of
that Series, and all expenses, costs, charges and reserves attributable
to any particular Series shall be borne by such Series. Any general
liabilities, expenses, costs, charges or reserves of the Partnership (or
any Series) that are not readily identifiable as chargeable to or
bearable by any particular Series shall be allocated and charged by the
General Partner between or among any one or more of the Series in such
manner as the General Partner in its sole discretion deems fair and
equitable. Each such allocation shall be conclusive and binding upon the
Limited Partners for all purposes. Without limitation of the foregoing
provisions of this subsection, the debts, liabilities, obligations and
expenses incurred, contracted for or otherwise existing with respect to
a particular Series shall be enforceable against the assets of such
Series only, and not against the assets of the Partnership generally or
the assets belonging to any other Series. Notice of this contractual
limitation on inter-Series liabilities is set forth in the Certificate
of Limited Partnership attached as Appendix 1 hereto, and upon the
giving of such notice in the Certificate of Limited Partnership, the
statutory provisions of Section 17-218 of the Act relating to
limitations on inter-Series liabilities (and the statutory effect under
Section 17-218 setting forth such notice in the Certificate of Limited
Partnership) shall become applicable to the Partnership and each Series.
(c) Creation of Accounts. For the benefit of the Series A Limited
Partners, the General Partner shall establish and maintain a segregated
account entitled "Quadriga Superfund, L.P. Series A Account" (the "Series A
Account"). For the benefit of the Series B Limited Partners, the General
Partner shall establish and maintain a segregated account entitled
"Quadriga Superfund, L.P. Series B Account" (the "Series B Account"). The
General Partner hereby acknowledges that it has deposited the sum of
$1,000.00 in the Series A Account and that it has deposited the sum of
$1,000.00 in the Series B Account. The sums held in the Series A Account
shall be held for the benefit of the Series A Limited Partners and the sums
held in the Series B Account shall be held for the benefit of Series B
Limited Partners and such accounts shall be segregated and separate records
with respect thereto shall be kept for purposes of Section 17-218 of the
Act. The General Partner shall hold, invest and disburse the funds held in
the accounts at its discretion.
(d) Creation of Additional Accounts. The General Partner is
authorized to establish and maintain one or more separate accounts for each
Series (the "Additional Accounts") with such institutions as the General
Partner shall select for the following purposes:
(i) to receive and deposit subscriptions for such Series; and
(ii) to pay Limited Partners for such Series for redemptions of all
or a portion of their Units.
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The General Partner acknowledges that the funds held in any such
Additional Accounts of a Series will be held for that Series only and that
such Additional Accounts should be segregated from other Additional
Accounts and that separate records shall be maintained with respect to each
Additional Account.
(e) Limited Liability of Limited Partners. Each Unit, when purchased
by a Limited Partner in accordance with the terms of this Agreement, will
be fully paid and nonassessable. No Limited Partner will be liable for the
Partnership's obligations in excess of that Partner's unredeemed capital
contribution, undistributed profits, if any, and any distributions and
amounts received upon redemption of Units. The Partnership will not make a
claim against a Limited Partner with respect to amounts distributed to that
Partner or amounts received by that Partner upon redemption of Units unless
the Net Assets of the Partnership (which will not include any right of
contribution from the General Partner except to the extent previously made
by it under this Agreement) are insufficient to discharge the liabilities
of the Partnership which have arisen before the payment of these amounts.
3. Principal Office. The address of the principal office of each Series
shall be c/o Quadriga Capital Management, Inc., Le Marquis Complex, Unit 5, P.O.
Box 1479, Grand Anse, St. George's, Grenada, West Indies; telephone (473)
439-2418. The General Partner is located at the same address. Registered Agents
Legal Services, LLC shall receive service of process on each Series of the
Partnership in the State of Delaware at 1220 North Market Street, Suite 606,
Wilmington, Delaware 19801.
4. Business. Each Series' business and purpose is to trade, buy, sell,
swap or otherwise acquire, hold or dispose of commodities (including, but not
limited to, foreign currencies, mortgage-backed securities, money market
instruments, financial instruments, and any other securities or items which are
now, or may hereafter be, the subject of futures contract trading), domestic and
foreign commodity futures contracts, commodity forward contracts, foreign
exchange commitments, options on physical commodities and on futures contracts,
spot (cash) commodities and currencies, securities (such as United States
Treasury securities) approved by the Commodity Futures Trading Commission
("CFTC") for investment of customer funds and other securities on a limited
basis, and any rights pertaining thereto and any options thereon, whether traded
on an organized exchange or otherwise, and to engage in all activities
necessary, convenient or incidental thereto. Each Series may also engage in
"hedge," arbitrage and cash trading of any of the foregoing instruments. Each
Series may engage in such business and purpose either directly or through joint
ventures, entities or partnerships, provided that each Series' participation in
any of the foregoing has no adverse economic or liability consequences for the
Limited Partners, which consequences would not be present had each Series
engaged in that same business or purpose directly. The objective of each Series'
business is appreciation of its assets through speculative trading by the
General Partner and independent professional trading advisors ("Advisors")
selected from time to time by the General Partner.
5. Term, Dissolution, Fiscal Year.
(a) Term. The term of Series A and Series B commenced on the day on
which the Certificate of Limited Partnership was filed with the Secretary
of State of the State of Delaware pursuant to the provisions of the Act and
the term of any Series shall end upon the first to occur of the following:
(1) December 31, 2050;
(2) receipt by the General Partner of an approval to dissolve such
Series at a specified time by Limited Partners owning Units representing
more than fifty percent (50%) of the outstanding Units of such Series
then owned by Limited Partners of such Series, notice of which is sent
by certified mail return receipt requested to the General Partner not
less than 90 days prior to the effective date of such dissolution;
(3) withdrawal, insolvency or dissolution of the General Partner or
any other event that causes the General Partner to cease to be the
General Partner of such Series, unless (i) at the time of such event
there is at least one remaining general partner of such Series who
carries on the business of each Series (and each remaining general
partner of such Series is hereby authorized to carry on the business of
general partner of such Series in such an event), or (ii) within 120
days after such event
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Limited Partners of such Series holding a majority of Units of such
Series agree in writing to continue the business of such Series and to
the appointment, effective as of the date of such event, of one or more
general partners of such Series;
(4) a decline in the aggregate Net Assets of such Series to less
than $500,000 at any time following commencement of trading in such
Series;
(5) dissolution of such Series pursuant hereto; or
(6) any other event which shall make it unlawful for the existence
of such Series to be continued or require termination of such Series.
(b) Dissolution. Upon the occurrence of an event causing the
dissolution of such Series, such Series shall be dissolved and its affairs
wound up. Upon dissolution of a Series, the General Partner, or another
person approved by Limited Partners of a majority of the Units of such
Series, shall act as liquidator trustee.
(c) Fiscal Year. The fiscal year of each Series shall begin on
January 1 of each year and end on the following December 31.
(d) Net Asset Value; Net Asset Value per Unit. The "Net Assets" of
each Series are such Series' assets less such Series' liabilities
determined in accordance with accounting principles generally accepted in
the United States. If a contract cannot be liquidated on the day with
respect to which Net Assets are being determined, the settlement price on
the first subsequent day on which the contract can be liquidated shall be
the basis for determining the liquidating value of such contract for such
day, or such other value as the General Partner may deem fair and
reasonable. The liquidating value of a commodity futures or option contract
not traded on a commodity exchange shall mean its liquidating value as
determined by the General Partner on a basis consistently applied for each
different variety of contract. Accrued Performance Fees (as described in
the Prospectus defined in Section 9 hereof) shall reduce Net Asset Value,
even though such Performance Fees may never, in fact, be paid. The "Net
Asset Value per Unit" of a Series is the Net Assets of such Series divided
by the number of Units outstanding within such Series as of the date of
determination. Each Series may issue an unlimited number of Units at the
Net Asset Value per Unit.
6. Net Worth of the General Partner. The General Partner agrees that at
all times so long as it remains general partner of a Series, it will maintain
its net worth at an amount not less than 5% of the total contributions to the
Partnership by all Partners and to any other limited partnership for which it
acts as a general partner by all partners; provided, however, that in no event
may the General Partner's net worth be less than $50,000 nor will it be required
to be more than $1,000,000. The requirements of the preceding sentence may be
modified if the General Partner obtains an opinion of counsel for each Series
that a proposed modification will not adversely affect the treatment of such
Series as a partnership for federal income tax purposes and if such modification
will reflect or exceed applicable state securities and Blue Sky laws limitations
and qualify under any guidelines or statements of policy promulgated by any body
or agency constituted by the various state securities administrators having
jurisdiction in the premises.
7. Capital Contributions; Units. The Limited Partners' respective capital
contributions to each Series shall be as shown on the books and records of the
applicable Series. The General Partner, so long as it is general partner of a
Series and so long as it is required to characterize such Series as a
partnership for federal income tax purposes, shall invest in such Series,
sufficient capital so that the General Partner will have at all times a capital
account equal to 1% of the total capital accounts of such Series (including the
General Partner's). The General Partner may withdraw any interest it may have in
such Series in excess of such requirement, and may redeem as of any month-end
any interest which it may acquire on the same terms as any Limited Partner of
such Series, provided that it must maintain the minimum interest in such Series
described in the preceding sentence. The requirements of this Section 7 may be
modified if the General Partner obtains an opinion of counsel for such Series
that a proposed modification will not adversely affect the classification of
such Series as a partnership for federal income tax purposes and if such
modification will reflect or exceed applicable state securities and Blue Sky
laws limitations and qualify under any guidelines or
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statements of policy promulgated by any body or agency constituted by the
various state securities administrators having jurisdiction in the premises. The
General Partner may, without the consent of any Limited Partners of a Series,
admit to such Series purchasers of Units as Limited Partners of each Series. All
Units subscribed for in a Series upon receipt of a check or draft of the Limited
Partner are issued subject to the collection of the funds represented by such
check or draft. In the event a check or draft of a Limited Partner for Units
representing payment for Units in a Series is returned unpaid, such Series shall
cancel the Units issued to such Limited Partner represented by such returned
check or draft. Any losses or profits sustained by a Series in connection with
such Series' commodity trading allocable to such cancelled Units of such Series
shall be deemed an increase or decrease in Net Assets of such Series and
allocated among the remaining Limited Partners within such Series as described
in Section 8. Each Series may require a Limited Partner to reimburse such Series
for any expense or loss (including any trading loss) incurred in connection with
the issuance and cancellation of any Units issued to him or her. Any Units
acquired by the General Partner or any of its affiliates will be non-voting, and
will not be considered "outstanding" for purposes of determining whether the
majority approval of the outstanding Units of a Series has been obtained. Each
Limited Partner of a Unit in a Series shall be deemed a beneficial owner of such
Series within the meaning of the Act.
8. Allocation of Profits and Losses.
(a) Capital Accounts and Allocations. A capital account will be
established for each Partner. The initial balance of each Partner's capital
account will be the amount of a Partner's initial capital contribution to a
Series less, in the case of a Limited Partner, the amount of offering expenses
and selling commissions initially allocable to the Limited Partner's Units, if
any. As of the close of business (as determined by the General Partner) on the
last day of each calendar month ("Determination Date") during each fiscal year
of a Series, the following determinations and allocations will be made
subsequently with respect to each Series:
(i) Net Assets will be determined.
(ii) Accrued monthly management, organization and offering, and
operating fees will then be charged against Net Assets.
(iii) Accrued monthly performance fees, if any, will then be charged
against Net Assets.
(iv) Any increase or decrease in Net Assets (after the adjustments in
subparagraphs (ii) and (iii) above), over those of the immediately
preceding Determination Date (or, in the case of the first Determination
Date, the first closing of the sale of Units to the public), will then be
credited or charged to the capital account of each Partner in the ratio
that the balance of each account bears to the balance of all accounts.
(v) Any accrued interest will be credited to the capital account of
each Partner on a pro rata basis.
(vi) The amount of any distribution to a Partner, any amount paid to a
Partner on redemption of Units and any redemption fee paid to the General
Partner upon the redemption of Units will be charged to that Partner's
capital account.
(b) Allocation of Profit and Loss for Federal Income Tax Purposes. As of
the end of each fiscal year of a Series, the Partnership's realized profit or
loss attributable to that Series will be allocated among the Partners under the
following subparagraphs for federal income tax purposes. These allocations of
profit and loss will be pro rata from net capital gain or loss and net operating
income or loss realized by such Series. For United States federal income tax
purposes, a distinction will be made between net short-term gain or loss and net
long-term gain or loss.
(i) Items of ordinary income (such as interest or credits in lieu of
interest) and expense (such as the management fees, performance fees,
brokerage fees and extraordinary expenses) will be allocated pro rata among
the Partners based on their capital accounts (exclusive of these items of
ordinary income or expense) as of the end of each month in which the items
of ordinary income or expense accrued.
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(ii) Net realized capital gain or loss from the Series' trading
activities will be allocated as follows:
(A) For the purpose of allocating the Series' net realized capital
gain or loss among the Partners, the General Partner will establish an
allocation account with respect to each outstanding Unit. The initial
balance of each allocation account will be the amount paid by the
Partner for the Unit. Allocation accounts will be adjusted as of the end
of each fiscal year and as of the date a Partner completely redeems his
Units as follows:
(1) Each allocation account will be increased by the amount of
income allocated to the holder of the Unit under subparagraph (b)(i)
above and subparagraph (b)(ii)(C) below.
(2) Each allocation account will be decreased by the amount of
expense or loss allocated to the holder of the Unit under
subparagraph (b)(i) above and subparagraph (b)(ii)(E) below and by
the amount of any distribution the holder of the Unit has received
with respect to the Unit (other than on redemption of the Unit).
(3) When a Unit is redeemed, the allocation account with respect
to that Unit will be eliminated.
(B) Net realized capital gain will be allocated first to each
Partner who has partially redeemed his Units during the fiscal year up
to the excess, if any, of the amount received upon redemption of the
Units over the allocation account attributable to the redeemed Units.
(C) Net realized capital gain remaining after the allocation of
that capital gain under subparagraph (b)(ii)(B) above will be allocated
next among all Partners whose capital accounts are in excess of their
Units' allocation accounts (after the adjustments in subparagraph
(b)(ii)(B) above) in the ratio that each such Partner's excess bears to
all such Partners' excesses. If gain to be allocated under this
subparagraph (b)(ii)(C) is greater than the excess of all such Partners'
capital accounts over all such allocation accounts, the excess will be
allocated among all Partners in the ratio that each Partner's capital
account bears to all Partners' capital accounts.
(D) Net realized capital loss will be allocated first to each
Partner who has partially redeemed his Units during the fiscal year up
to the excess, if any, of the allocation account attributable to the
redeemed Units over the amount received upon redemption of the Units.
(E) Net realized capital loss remaining after the allocation of
such capital loss under subparagraph (b)(ii)(D) above will be allocated
next among all Partners whose Units' allocation accounts are in excess
of their capital accounts (after the adjustments in subparagraph
(b)(ii)(D) above) in the ratio that each such Partner's excess bears to
all such Partners' excesses. If loss to be allocated under this
subparagraph (b)(ii)(E) is greater than the excess of all of these
allocation accounts over all such Partners' capital accounts, the excess
loss will be allocated among all Partners in the ratio that each
Partner's capital account bears to all Partners' capital accounts.
(iii) The tax allocations prescribed by this Section 8(b) will be made
to each holder of a Unit whether or not the holder is a substituted Limited
Partner. If a Unit has been transferred or assigned, the allocations
prescribed by this Section 8(b) will be made with respect to such Unit
without regard to the transfer or assignment, except that in the year of
transfer or assignment the allocations prescribed by this Section 8(b) will
be divided between the transferor or assignor and the transferee or
assignee based on the number of months each held the transferred or
assigned Unit. For purposes of this Section 8(b), tax allocations will be
made to the General Partner's Units of General Partnership Interest in a
Series on a Unit-equivalent basis.
(iv) The allocation of profit and loss for federal income tax purposes
set forth in this Agreement is intended to allocate taxable profits and
loss among Partners in a Series generally in the ratio and to the extent
that net profit and net loss are allocated to the Partners under Section
8(a) of this Agreement so as to eliminate, to the extent possible, any
disparity between a Partner's capital account and his allocation account
with respect to each Unit then outstanding, consistent with the principles
set forth in Section 704(c)(2) of the Internal Revenue Code of 1986, as
amended (the "Code").
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(c) Performance Fees. Performance Fees shall be payable by a Series to the
General Partner as of the end of each month and upon redemption of Units within
such Series. Performance Fees shall equal a percentage, as specified in the
current prospectus in respect of the Units of a Series of New Appreciation (if
any) calculated as of the end of each month and upon redemption of Units within
such Series. "New Appreciation" shall be the total increase, if any, in Net
Asset Value of a series from the end of the last period for which a performance
fee was earned by the Managing Partner, net of all fees and expenses paid or
accrued by such Series other than the Performance Fee itself and after
subtraction of all interest income received by such Series. Performance Fees
shall be paid by each Series as a whole, irrespective of whether the Net Asset
Value of such Series has declined below the purchase price of a Unit of such
Series. Accrued Performance Fees payable by a Series shall reduce the redemption
price of Units of such Series and shall be paid to the General Partner by such
Series upon redemptions within such Series. The amount (if any) of the accrued
Performance Fee that shall be paid to the General Partner upon the redemption of
any Unit within a Series shall be determined by dividing the total Performance
Fee as of such redemption date payable by such Series by the number of Units
within such Series then outstanding (including Units within such Series redeemed
as of such date); the remainder of the accrued Performance Fee payable by such
Series shall be paid to the General Partner on the last day of each month. In
the event assets are withdrawn from a Limited Partner's account or a Series as a
whole (other than to pay expenses), any loss carry forward shall be
proportionally reduced for purposes of calculating subsequent Performance Fees.
Loss carry forward reductions shall not be restored as a result of subsequent
additions of capital. The General Partner may adjust the allocations set forth
in this Section 8(c), in the General Partner's discretion, if the General
Partner believes that doing so will achieve more equitable allocations or
allocations more consistent with the Code.
(d) Expenses.
(1) The General Partner shall advance the organization and offering
expenses of the initial and continuous offerings of the Units of each
Series, and no such expenses shall be deducted from the proceeds of the
offering. The General Partner shall be reimbursed such amounts advanced on
behalf of a Series by such Series via payments equal to 1/12 of 1% per
month (1% per annum) of such Series' month-end Net Asset Value. The General
Partner shall have discretion to adopt reasonable procedures to implement
the authorization of such expenses, including grouping expenses related to
the same offering period and expensing de minimus amounts as they are
incurred. In the event a Series terminates prior to completion of its
reimbursement of advanced expenses, the General Partner will not be
entitled to receive additional reimbursement from such Series and such
Series will have no obligation to make further reimbursement payments to
the General Partner. For purposes of this Agreement, organization and
offering expenses shall mean all costs paid or incurred by the General
Partner or a Series in organizing such Series and offering the Units of
such Series, including legal and accounting fees incurred, bank account
charges, all Blue Sky filing fees, filing fees payable upon formation and
activation of such Series, and expenses of preparing, printing and
distributing the prospectus and registration statement, but in no event
shall exceed limits set forth in Section 9 herein or guidelines imposed by
appropriate regulatory bodies.
(2) Each Series shall be obligated to pay all liabilities incurred by
such Series, including without limitation, (i) brokerage fees; (ii)
operating expenses (whether direct or indirect) in an amount equal to 1/12
of 0.15% of such Series' month-end Net Asset Value (0.15% per annum),
management fees equal to 1/12 of 1.85% of such Series' month-end Net Asset
Value (1.85% per annum), and performance fees; (iii) monthly selling
commissions of 1/12 of 4% (4% per annum); (iv) legal and accounting fees;
and (v) taxes and other extraordinary expenses incurred by such Series.
During any year of operations, the General Partner shall be responsible for
payment of operating expenses of a Series in excess of 0.15% of such
Series' month-end Net Asset Value during that year. Indirect expenses of
the General Partner, such as indirect salaries, rent and other overhead
expenses, shall not be liabilities of a Series. Each Series shall receive
all interest earned on its assets.
(3) Compensation to any party, including the General Partner (or any
Advisor which may be retained in the future), shall not exceed the
limitations, if any, imposed by the North American
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Securities Administrators Association ("NASAA") currently in effect. In the
event the compensation exceeds such limitations, the General Partner shall
promptly reimburse each Series for such excess.
(4) Each Series shall also be obligated to pay any costs of
indemnification payable by such Series to the extent permitted under
Section 17 of this Agreement.
(e) Limited Liability of Limited Partners. Each Unit, when purchased in
accordance with this Agreement, shall, except as otherwise provided by law, be
fully paid and nonassessable. Any provisions of this Agreement to the contrary
notwithstanding, except as otherwise provided by law, no Limited Partner of a
Series shall be liable for such Series' obligations in excess of the capital
contributed by such Limited Partner, plus his share of undistributed profits and
assets of such Series. Each Limited Partner will be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit.
(f) Return of Capital Contributions. No Limited Partner or subsequent
assignee shall have any right to demand the return of his capital contribution
or any profits added thereto, except through redeeming Units or upon dissolution
of each Series, in each case as provided herein and in accordance with the Act.
In no event shall a Limited Partner or subsequent assignee be entitled to demand
or receive property other than cash.
9. Management of each Series and the Limited Partnership. The General
Partner, to the exclusion of all Limited Partners, shall have the power to
control, conduct and manage the business of each Series and the Partnership. The
General Partner shall have full power and authority to do any and all acts and
to make and execute any and all contracts and instruments that it may consider
necessary or appropriate in connection with the management of the Partnership.
The General Partner shall have sole discretion in determining what distributions
of profits and income, if any, shall be made to the Limited Partners of any
Series (subject to the allocation provisions hereof), shall execute various
documents on behalf of each Series and the Limited Partners pursuant to powers
of attorney and supervise the liquidation of each Series if an event causing
dissolution of such Series occurs. The General Partner may in furtherance of the
business of each Series cause such Series to retain Advisors, including, but not
limited to, the General Partner, to act in furtherance of such Series' purposes
set forth in Section 4, all as described in the Prospectus relating to the
offering of the Units of such Series (the "Prospectus") in effect as of the time
that such Limited Partner last purchased Units. The General Partner may engage,
and compensate on behalf of a Series from funds of such Series, or agree to
share profits and losses with, such persons, firms or corporations, including
(except as described in Section 8(d) of this Agreement) the General Partner and
any affiliated person or entity, as the General Partner in its sole judgment
shall deem advisable for the conduct and operation of the business of such
Series, provided, that no such arrangement shall allow brokerage commissions
paid by a Series in excess of the amount described in the Prospectus or as
permitted under applicable North American Securities Administrators Association,
Inc. Guidelines for the Registration of Commodity Pool Programs ("NASAA
Guidelines") in effect as of the date of the Prospectus, whichever is higher
(the "Cap Amount"). The General Partner shall reimburse each Series, on an
annual basis, to the extent that such Series' brokerage commissions paid to the
General Partner and the Quarterly Performance Fee, as described in the
Prospectus, exceed the Cap Amount. The General Partner is hereby specifically
authorized to enter into, on behalf of each Series, the initial subscription
escrow agreements, the Advisory Agreements and the Selling Agreement as
described in the Prospectus. The General Partner shall not enter into an
Advisory Agreement with any trading advisor that does not satisfy the relevant
experience (i.e., ordinarily a minimum of three years) requirements under the
NASAA Guidelines. Each Series' brokerage commissions may not be increased
without prior written notice to Limited Partners within such Series within
sufficient time for the exercise of their redemption rights prior to such
increase becoming effective. Such notification shall contain a description of
such Limited Partner's voting and redemption rights and a description of any
material effect of such increase. In addition to any specific contract or
agreements described herein, the General Partner on behalf of each Series may
enter into any other contracts or agreements specifically described in or
contemplated by the Prospectus without any further act, approval or vote of the
Limited Partners of such Series notwithstanding any other provisions of this
Agreement, the Act or any applicable law, rule or regulations. The General
Partner shall be under a fiduciary duty to conduct the affairs of each Series in
the best interests of such Series. The Limited Partners of a Series will under
no circumstances be deemed to have contracted away the fiduciary obligations
owed them by the General Partner. The General Partner's fiduciary duty includes,
among other things, the safekeeping of all
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Series funds and assets and the use thereof for the benefit of such Series. The
General Partner shall at all times act with integrity and good faith and
exercise due diligence in all activities relating to the conduct of the business
of each Series and in resolving conflicts of interest. Each Series' brokerage
arrangements shall be non-exclusive, and the brokerage commissions paid by each
Series shall be competitive. Each Series shall seek the best price and services
available for its commodity transactions. The General Partner is hereby
authorized to perform all other duties imposed by Sections 6221 through 6234 of
the Code on the General Partner as the "tax matters partner" of each Series and
the Partnership.
Each Series shall make no loans to any party, and the funds of each Series
will not be commingled with the funds of any other person or entity or other
Series (deposit of funds with a clearing broker, clearinghouse or forward dealer
or entering into joint ventures or partnerships shall not be deemed to
constitute "commingling" for these purposes). Except in respect of the
Performance Fee, no person or entity may receive, directly or indirectly, any
advisory, management or performance fees, or any profit-sharing allocation from
joint ventures, partnerships or similar arrangements in which a Series
participates, for investment advice or management, who shares or participates in
any clearing brokerage commissions; no broker may pay, directly or indirectly,
rebates or give-ups to any trading advisor or manager or to the General Partner
or any of their respective affiliates in respect of sales of the Units within
such Series; and such prohibitions may not be circumvented by any reciprocal
business arrangements. The foregoing prohibition shall not prevent each Series
from executing, at the direction of any Advisor, transactions with any futures
commission merchant, broker or dealer. The maximum period covered by any
contract entered into by each Series, except for the various provisions of the
Selling Agreement which survive each closing of the sales of the Units of such
Series, shall not exceed one year. Any material change in a Series' basic
investment policies or structure shall require the approval of Limited Partners
of such Series owning Units representing more than fifty percent (50%) of all
Units within a Series then owned by the Limited Partners. Any agreements between
a Series and the General Partner or any affiliate of the General Partner (as
well as any agreements between the General Partner or any affiliate of the
General Partner and any Advisor) shall be terminable without penalty by such
Series upon no more than 60 days' written notice. All sales of Units in the
United States will be conducted by registered brokers. Each Series is prohibited
from employing the trading technique commonly known as "pyramiding" as such term
is defined in Section I.B. of the NASAA Guidelines. A trading manager or Advisor
of each Series taking into account each Series' open trade equity on existing
positions in determining generally whether to acquire additional commodity
positions on behalf of each Series will not be considered to be engaging in
"pyramiding." The General Partner may take such other actions on behalf of each
Series as the General Partner deems necessary or desirable to manage the
business of such Series. The General Partner is engaged, and may in the future
engage, in other business activities and shall not be required to refrain from
any other activity nor forego any profits from any such activity, whether or not
in competition with each Series. Limited Partners may similarly engage in any
such other business activities. The General Partner shall devote to each Series
such time as the General Partner may deem advisable to conduct such Series'
business and affairs.
10. Audits and Reports to Limited Partners. Each Series' books shall be
audited annually by an independent certified public accountant. The General
Partner will use its best efforts to cause each Limited Partner of a Series to
receive (i) within 90 days after the close of each fiscal year certified
financial statements of such Series for the fiscal year then ended, (ii) within
90 days of the end of each fiscal year (but in no event later than March 15 of
each year) such tax information as is necessary for a Limited Partner to
complete his federal income tax return, (iii) any applicable Form 1099 or other
documentation evidencing payment of interest income to each Limited Partner, and
(iv) such other annual and monthly information as the CFTC may by regulation
require. The General Partner of a Series shall notify its Limited Partners
within seven business days of any material change (i) in the agreements with
such Series' Advisors, including any modification in the method of calculating
the advisory fee and (ii) in the compensation of any party relating to such
Series. Limited Partners of a Series or their duly authorized representatives
may inspect such Series' books and records during normal business hours upon
reasonable written notice to the General Partner and obtain copies of such
records (including by post upon payment of reasonable mailing costs), upon
payment of reasonable reproduction costs; provided, however, upon request by the
General Partner, the Limited Partner shall represent that the inspection and/or
copies of such records will not be for commercial purposes unrelated to such
Limited Partner's interest as a beneficial owner of such Series. The General
Partner shall have the
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right to keep confidential from the Limited Partners of a Series, for such
period of time as the General Partner deems reasonable, any information that the
General Partner reasonably believes that such Series is required by law or by
agreement with a third party to keep confidential, provided that such
information may not be kept confidential if it involved a transaction between
such Series and an affiliate of the General Partner. The General Partner shall
calculate the approximate Net Asset Value per Unit of each Series on a daily
basis and furnish such information upon request to any Limited Partner of the
applicable Series. The General Partner shall maintain and preserve all
Partnership records for a period of not less than six years. The General Partner
will, with the assistance of each Series' clearing brokers, make an annual
review of the clearing brokerage arrangements applicable to such Series. In
connection with such review, the General Partner will ascertain, to the extent
practicable, the clearing brokerage rates charged to other major commodity pools
whose trading and operations are, in the opinion of the General Partner,
comparable to those of each Series in order to assess whether the rates charged
each Series are competitive in light of the services it receives. If, as a
result of such review, the General Partner determines that such rates are not
competitive in light of the services provided to each Series, the General
Partner will notify the Limited Partners, setting forth the rates charged to
each Series and several funds which are, in the General Partner's opinion,
comparable to each Series.
11. Assignability of Units. Each Limited Partner expressly agrees that he
will not voluntarily assign, transfer or dispose of, by gift or otherwise, any
of his Units or any part or all of his right, title and interest in the capital
or profits of a Unit in violation of any applicable federal or state securities
laws or without giving written notice to the General Partner at least 30 days
prior to the date of such assignment, transfer or disposition. No assignment,
transfer or disposition by an assignee of Units of any Series or of any part of
his right, title and interest in the capital or profits of such Units shall be
effective against such Series or the General Partner until the General Partner
receives the written notice of the assignment; the General Partner shall not be
required to give any assignee any rights hereunder prior to receipt of such
notice. The General Partner may, in its sole discretion, waive any such notice.
No such assignee, except with the consent of the General Partner, which consent
may be withheld only to prevent or minimize potential adverse legal or tax
consequences to a Series, may become a substituted Limited Partner of a Series,
nor will the estate or any beneficiary of a deceased Limited Partner or assignee
have any right to redeem Units from such Series except by redemption as provided
in Section 12 hereof. Each Limited Partner agrees that with the consent of the
General Partner any assignee may become a substituted Limited Partner without
need of the further act or approval of any Limited Partner. If the General
Partner withholds consent, an assignee shall not become a substituted Limited
Partner, and shall not have any of the rights of a Limited Partner, except that
the assignee shall be entitled to receive that share of capital and profits and
shall have that right of redemption to which his assignor would otherwise have
been entitled. No assignment, transfer or disposition of Units of a Series shall
be effective against each Series or the General Partner until the first day of
the month succeeding the month in which the General Partner consents to such
assignment, transfer or disposition. No Units of a Series may be transferred
where, after the transfer, either the transferee or the transferor would hold
less than the minimum number of Units of such Series equivalent to an initial
minimum purchase, except for transfers by gift, inheritance, intrafamily
transfers, family dissolutions, and transfers to Affiliates.
12. Redemptions. A Limited Partner or any assignee of Units of whom the
General Partner has received written notice as described above may redeem all
or, subject to the provisions of this Section 12, a portion of his Units, in an
amount not less than $1,000.00 within a Series (such redemption being herein
referred to as a "redemption") effective as of the close of business (as
determined by the General Partner) on the last day of any month; provided that:
(i) all liabilities, contingent or otherwise, of such Series (including such
Series' allocable share of the liabilities, contingent or otherwise, of any
entities in which such Series invests), except any liability to Limited Partners
within such Series on account of their capital contributions, have been paid or
there remains property of such Series sufficient to pay them; (ii) the General
Partner shall have timely received a request for redemption, as provided in the
following paragraph, and (iii) with respect to a partial redemption, such
Limited Partner shall have a remaining investment in such Series after giving
effect to the requested redemption at least equal to the minimum initial
investment amount of $5,000.
Requests for redemption must be received by the General Partner at least
ten calendar days, or such lesser period as shall be acceptable to the General
Partner, in advance of the requested effective date of
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redemption. The General Partner may declare additional redemption dates upon
notice to the Limited Partners of a Series as well as to those assignees of whom
the General Partner has received notice as described above.
Requests for redemption accepted by the General Partner are payable at the
applicable month-end Net Asset Value per Unit of the Series being redeemed. The
General Partner is authorized to liquidate positions to the extent it deems
necessary or appropriate to honor any such redemption requests.
If at the close of business (as determined by the General Partner) on any
day, the Net Asset Value per Unit of a Series has decreased to less than 50% of
the Net Asset Value per Unit of such Series as of the most recent month-end,
after adding back all distributions, the General Partner shall notify Limited
Partners within such Series within seven business days thereafter and shall
liquidate all open positions with respect to such Series as expeditiously as
possible and suspend trading. Within ten business days after the date of
suspension of trading, the General Partner (and any other general partners of
such Series) shall declare a Special Redemption Date with respect to such
Series. Such Special Redemption Date shall be a business day within 30 business
days from the date of suspension of trading by such Series, and the General
Partner shall mail notice of such date to each Limited Partner of such Series
and assignee of Units within such Series of whom it has received written notice,
by first-class mail, postage prepaid, not later than ten business days prior to
such Special Redemption Date, together with instructions as to the procedure
such Limited Partner or assignee must follow to have his interest in such Series
redeemed on such date (only entire, not partial, interests may be so redeemed
unless otherwise determined by the General Partner). Upon redemption pursuant to
a Special Redemption Date, a Limited Partner or any other assignee of whom the
General Partner has received written notice as described above, shall receive
from the applicable Series an amount equal to the Net Asset Value of his
interest in such Series, determined as of the close of business (as determined
by the General Partner) on such Special Redemption Date. No redemption charges
shall be assessed on any such Special Redemption Date. As in the case of a
regular redemption, an assignee shall not be entitled to redemption until the
General Partner has received written notice (as described above) of the
assignment, transfer or disposition under which the assignee claims an interest
in the Units to be redeemed. If, after such Special Redemption Date, the Net
Assets of such Series are at least $500,000 and the Net Asset Value of a Unit
within such Series is in excess of $250, such Series may, in the discretion of
the General Partner, resume trading. The General Partner may at any time and in
its discretion declare a Special Redemption Date, should the General Partner
determine that it is in the best interests of a Series to do so. The General
Partner in its notice of a Special Redemption Date may, in its discretion,
establish the conditions, if any, under which other Special Redemption Dates
must be called, which conditions may be determined in the sole discretion of the
General Partner, irrespective of the provisions of this paragraph. The General
Partner may also, in its discretion, declare additional regular redemption dates
for Units within a Series and permit certain Limited Partners to redeem at other
than month-end.
Except as otherwise set forth above, redemption payments will be made
within 20 business days after the month-end of redemption, except that under
special circumstances, including, but not limited to, inability to liquidate
dealers' positions as of a redemption date or default or delay in payments due a
Series from clearing brokers, banks or other persons or entities, such Series
may in turn delay payment to Limited Partners or assignees requesting redemption
of their Units of the proportionate part of the Net Asset Value of such Units
within such Series equal to that proportionate part of such Series' aggregate
Net Asset Value represented by the sums which are the subject of such default or
delay. The General Partner shall cause redemption payments to be sent from the
Additional Accounts to the last known addresses of the Limited Partner
requesting redemption; provided, however, that such Limited Partners shall cease
to be Limited Partners upon payment of the redemption amounts and such Limited
Partners shall have no claim against the assets of a Series in which they were
Limited Partners except for such redemption payments.
The General Partner may require a Limited Partner to redeem all or a
portion of such Limited Partner's Units within a Series if the General Partner
considers doing so to be desirable for the protection of such Series, and will
use best efforts to do so to the extent necessary to prevent each Series from
being deemed to hold "plan assets" under the provisions of the Employee
Retirement Income Security Act of 1974, as amended
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("ERISA"), or the Code, with respect to any "employee benefit plan" subject to
ERISA or with respect to any plan or account subject to Section 4975 of the
Code.
13. Offering of Units. The General Partner on behalf of each Series shall
(i) cause to be filed a Registration Statement or Registration Statements, and
such amendments thereto as the General Partner deems advisable, with the
Securities and Exchange Commission for the registration and ongoing public
offering of the Units, (ii) use its best efforts to qualify and to keep
qualified Units for sale under the securities laws of such States of the United
States or other jurisdictions as the General Partner shall deem advisable and
(iii) take such action with respect to the matters described in (i) and (ii) as
the General Partner shall deem advisable or necessary. The General Partner shall
use its best efforts not to accept any subscriptions for Units if doing so would
cause a Series to hold "plan assets" under ERISA or the Code with respect to any
"employee benefit plan" subject to ERISA or with respect to any plan or account
subject to Section 4975 of the Code. If such a Limited Partner has its
subscription reduced for such reason, such Limited Partner shall be entitled to
rescind its subscription in its entirety even though subscriptions are otherwise
irrevocable.
14. Additional Offerings. The General Partner may, in its discretion, make
additional public or private offerings of Units, provided that the net proceeds
to a Series of any such sales of additional Units of such Series shall in no
event be less than the Net Asset Value per Unit within such Series (as defined
in Section 5(d) hereof) at the time of sale (unless the new Unit's participation
in the profits and losses of such Series is appropriately adjusted). No Limited
Partner shall have any preemptive, preferential or other rights with respect to
the issuance or sale of any additional Units, other than as set forth in the
preceding sentence. The Partnership may offer different Series or classes of
Units having different economic terms than previously offered Series or classes
of Units as determined by the General Partner; provided that the issuance of
such a new Series or class of Units shall in no respect adversely affect the
holders of outstanding Units; and provided further that the assets attributable
to each such Series or class shall, to the maximum extent permitted by law, be
treated as legally separate and distinct pools of assets, and the assets
attributable to one such Series or class be prevented from being used in any
respect to satisfy or discharge any debt or obligation of any other such Series
or class.
15. Special Power of Attorney. Each Limited Partner by his execution of
this Agreement does hereby irrevocably constitute and appoint the General
Partner and each officer of the General Partner, with power of substitution, as
his true and lawful attorney-in-fact, in his name, place and stead, to execute,
acknowledge, swear to (and deliver as may be appropriate) on his behalf and file
and record in the appropriate public offices and publish (as may in the
reasonable judgment of the General Partner be required by law): (i) this
Agreement, including any amendments and/or restatements hereto duly adopted as
provided herein; (ii) certificates in various jurisdictions, and amendments
and/or restatements thereto, and of assumed name or of doing business under a
fictitious name with respect to each Series or the Partnership; (iii) all
conveyances and other instruments which the General Partner deems appropriate to
qualify or continue each Series or the Partnership in the State of Delaware and
the jurisdictions in which each Series or the Partnership may conduct business,
or which may be required to be filed by each Series or the Limited Partners
under the laws of any jurisdiction or under any amendments or successor statutes
to the Act, to reflect the dissolution or termination of each Series or the
Partnership, or each Series or the Partnership being governed by any amendments
or successor statutes to the Act or to reorganize or refile each Series or the
Partnership in a different jurisdiction; and (iv) to file, prosecute, defend,
settle or compromise litigation, claims or arbitrations on behalf of each
Series. The Power of Attorney granted herein shall be irrevocable and deemed to
be a power coupled with an interest (including, without limitation, the interest
of the other Limited Partners in the General Partner being able to rely on the
General Partner's authority to act as contemplated by this Section 15) and shall
survive and shall not be affected by the subsequent incapacity, disability or
death of a Limited Partner.
16. Withdrawal of a Limited Partner. The Partnership shall be dissolved
upon the final dissolution of each Series created hereunder. Each Series shall
be dissolved upon the withdrawal, dissolution, insolvency or removal of the
General Partner with respect to such Series, or any other event that causes the
General Partner to cease to be a general partner with respect to such Series
under the Act, unless such Series is continued pursuant to the terms of Section
5(a)(3). In addition, the General Partner may withdraw from each Series,
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without any breach of this Agreement, at any time upon 120 days' written notice
by first class mail, postage prepaid, to each Limited Partner of such Series and
assignee of whom the General Partner has notice; provided, that such resignation
shall not become effective unless and until a successor general partner is in
place. If the General Partner withdraws as general partner with respect to a
Series and such Series' business is continued, the withdrawing General Partner
shall pay all expenses incurred directly as a result of its withdrawal. In the
event of the General Partner's removal or withdrawal, with respect to a Series,
the General Partner shall be entitled to a redemption of its interest in such
Series at its Net Asset Value with respect to such Series on the next closing
date following the date of removal or withdrawal. The General Partner may not
assign its interest in the Partnership or its obligation to direct the trading
of each Series' assets without the consent of each Limited Partner of the
effected Series. The death, incompetency, withdrawal, insolvency or dissolution
of a Limited Partner or any other event that causes a Limited Partner to cease
to be a Limited Partner (within the meaning of the Act) in a Series shall not
terminate or dissolve such Series, and a Limited Partner, his estate, custodian
or personal representative shall have no right to redeem or value such Limited
Partner's interest in such Series except as provided in Section 12 hereof. Each
Limited Partner within a Series agrees that in the event of his death, he waives
on behalf of himself and his estate, and directs the legal representatives of
his estate and any person interested therein to waive, the furnishing of any
inventory, accounting or appraisal of the assets of such Series or the
Partnership and any right to an audit or examination of the books of such Series
or the Partnership. Nothing in this Section 16 shall, however, waive any right
given elsewhere in this Agreement for a Limited Partner to be informed of the
Net Asset Value of his Units, to receive periodic reports, audited financial
statements and other information from the General Partner or to redeem or
transfer Units.
17. Standard of Liability; Indemnification.
(a) Standard of Liability for the General Partner. The General Partner and
its Affiliates, as defined below, shall have no liability to any Series or to
any Limited Partner of such Series for any loss suffered by such Series or such
Limited Partner which arises out of any action or inaction of the General
Partner or its Affiliates if the General Partner, in good faith, determined that
such course of conduct was in the best interests of such Series and such course
of conduct did not constitute negligence or misconduct of the General Partner or
its Affiliates.
(b) Indemnification of the General Partner by each Series. To the fullest
extent permitted by law, subject to this Section 17, the General Partner and its
Affiliates shall be indemnified by each Series against any losses, judgments,
liabilities, expenses and amounts paid in settlement of any claims sustained by
them in connection with such Series; provided that such claims were not the
result of negligence or misconduct on the part of the General Partner or its
Affiliates, and the General Partner, in good faith, determined that such conduct
was in the best interests of such Series; and provided further that Affiliates
of the General Partner shall be entitled to indemnification only for losses
incurred by such Affiliates in performing the duties of the General Partner with
respect to such Series and acting wholly within the scope of the authority of
the General Partner. Notwithstanding anything to the contrary contained in the
preceding two paragraphs, the General Partner and its Affiliates and any persons
acting as Selling Agents for the Units shall not be indemnified for any losses,
liabilities or expenses arising from or out of an alleged violation of federal
or state securities laws unless (1) there has been a successful adjudication on
the merits of each count involving alleged securities law violations as to the
particular indemnitee and the court approves indemnification of the litigation
costs, or (2) such claims have been dismissed with prejudice on the merits by a
court of competent jurisdiction as to the particular indemnitee and the court
approves indemnification of the litigation costs, or (3) a court of competent
jurisdiction approves a settlement of the claims against a particular indemnitee
and finds that indemnification of the settlement and related costs should be
made. In any claim for indemnification for federal or state securities law
violations, the party seeking indemnification shall place before the court the
position of the Securities and Exchange Commission, the California Department of
Corporations, the Massachusetts Securities Division, the Missouri Securities
Division, the Pennsylvania Securities Commission, the Tennessee Securities
Division, the Texas Securities Board and any other state or applicable
regulatory authority with respect to the issue of indemnification for securities
law violations. Each Series shall not bear the cost of that portion of any
insurance which insures any party against any liability the indemnification of
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which is herein prohibited. For the purposes of this Section 17, the term
"Affiliates" shall mean any person acting on behalf of or performing services on
behalf of any Series who: (1) directly or indirectly controls, is controlled by,
or is under common control with the General Partner; or (2) owns or controls 10%
or more of the outstanding voting securities of the General Partner; or (3) is
an officer or director of the General Partner; or (4) if the General Partner is
an officer, director, partner or trustee, is any entity for which the General
Partner acts in any such capacity. Advances from a Series Estate to the General
Partner and its Affiliates for legal expenses and other costs incurred as a
result of any legal action initiated against the General Partner by a Limited
Partner are prohibited. Advances from any Series' Estate to the General Partner
and its Affiliates for legal expenses and other costs incurred as a result of a
legal action will be made only if the following three conditions are satisfied:
(1) the legal action relates to the performance of duties or services by the
General Partner or its Affiliates on behalf of such Series; (2) the legal action
is initiated by a third party who is not a Limited Partner; and (3) the General
Partner or its Affiliates undertake to repay the advanced funds, with interest
from the date of such advance, to such Series in cases in which they would not
be entitled to indemnification under the standard of liability set forth in
Section 17(a). In no event shall any indemnity or exculpation provided for
herein be more favorable to the General Partner or any Affiliate than that
contemplated by the NASAA Guidelines as currently in effect. In no event shall
any indemnification permitted by this subsection (b) of Section 17 be made by a
Series unless all provisions of this Section for the payment of indemnification
have been complied with in all respects. Furthermore, it shall be a precondition
of any such indemnification that the effected Series receive a determination of
qualified independent legal counsel in a written opinion that the party which
seeks to be indemnified hereunder has met the applicable standard of conduct set
forth herein. Receipt of any such opinion shall not, however, in itself, entitle
any such party to indemnification unless indemnification is otherwise proper
hereunder. Any indemnification payable by a Series hereunder shall be made only
as provided in the specific case. In no event shall any indemnification
obligations of a Series under this subsection (b) of this Section 17 subject a
Limited Partner to any liability in excess of that contemplated by subsection
(e) of Section 8 hereof.
(c) Indemnification of each Series by the Limited Partners. In the event a
Series is made a party to any claim, dispute or litigation or otherwise incurs
any loss or expense as a result of or in connection with any of such Series'
Limited Partner's activities, obligations or liabilities unrelated to such
Series' business, such Limited Partner shall indemnify and reimburse such Series
for all loss and expense incurred, including reasonable attorneys' fees.
18. Amendments; Meetings.
(a) Amendments with Consent of the General Partner. The General Partner
may amend this Agreement with the approval of more than fifty percent (50%) of
the Units then owned by Limited Partners of each Series. No meeting procedure or
specified notice period is required in the case of amendments made with the
consent of the General Partner, mere receipt of an adequate number of unrevoked
written consents from Limited Partners of each Series being sufficient. The
General Partner may amend this Agreement without the consent of the Limited
Partners of each Series in order (i) to clarify any clerical inaccuracy or
ambiguity or reconcile any inconsistency (including any inconsistency between
this Agreement and the Prospectus), (ii) to effect the intent of the tax
allocations proposed herein to the maximum extent possible in the event of a
change in the Code or the interpretations thereof affecting such allocations,
(iii) to attempt to ensure that either Series is not treated as an association
taxable as a corporation for federal income tax purposes, (iv) to qualify or
maintain the qualification of the Partnership as a limited partnership in any
jurisdiction, (v) to delete or add any provision of or to this Agreement
required to be deleted or added by the Staff of the Securities and Exchange
Commission or any other federal agency or any state "Blue Sky" official or
similar official or in order to opt to be governed by any amendment or successor
statute to the Act, (vi) to make any amendment to this Agreement which the
General Partner deems advisable, including amendments that reflect the offering
and issuance of additional Units, whether or not issued through a Series,
provided that such amendment is not adverse to the Limited Partners of either
Series, or that is required by law, and (vii) to make any amendment that is
appropriate or necessary, in the opinion of the general partner, to prevent each
Series or the General Partner or its directors, officers or controlling persons
from in any manner being subjected to the provisions of the Investment Company
Act of 1940, as amended, or to prevent the assets of
A-14
either Series from being considered for any purpose of ERISA or Section 4975 of
the Code to constitute assets of any "employee benefit plan" as defined in and
subject to ERISA or of any "plan" subject to Section 4975 of the Code.
(b) Amendments and Actions without Consent of the General Partner. In any
vote called by the General Partner or pursuant to section (c) of this Section
18, upon the affirmative vote (which may be in person or by proxy) of more than
fifty percent (50%) of the Units then owned by Limited Partners of each Series,
the following actions may be taken, irrespective of whether the General Partner
concurs: (i) this Agreement may be amended, provided, however, that approval of
all Limited Partners of each Series shall be required in the case of amendments
changing or altering this Section 18, extending the term of each Series or the
Partnership, or materially changing each Series' basic investment policies or
structure; in addition, reduction of the capital account of any Limited Partner
or assignee or modification of the percentage of profits, losses or
distributions to which a Limited Partner or an assignee is entitled hereunder
shall not be effected by any amendment or supplement to this Agreement without
such Limited Partner's or assignee's written consent; (ii) each Series or the
Partnership may be dissolved; (iii) the General Partner may be removed and
replaced; (iv) a new general partner or general partners may be elected if the
General Partner withdraws from each Series; (v) the sale of all or substantially
all of the assets of each Series may be approved; and (vi) any contract with the
General Partner or any affiliate thereof may be disapproved of and, as a result,
terminated upon 60 days' notice.
(c) Meetings; Other Voting Matters. A Limited Partner in either Series
upon request addressed to the General Partner shall be entitled to obtain from
the General Partner, upon payment in advance of reasonable reproduction and
mailing costs, a list of the names and addresses of record of all Limited
Partners within such Series and the number of Units held by each (which shall be
mailed by the General Partner to the Limited Partner within ten days of the
receipt of the request); provided, that the General Partner may require any
Limited Partner requesting such information to submit written confirmation that
such information will not be used for commercial purposes and will only be used
for a legitimate purpose related to such person being a Limited Partner. Upon
receipt of a written proposal, signed by Limited Partners owning Units
representing at least 10% of the Units then owned by Limited Partners, that a
meeting of such Series be called to vote upon any matter upon which the Limited
Partners may vote pursuant to this Agreement, the General Partner shall, by
written notice to each Limited Partner within that Series of record sent by
certified mail within 15 days after such receipt, call a meeting of such Series
or the Partnership. Such meeting shall be held at least 30 but not more than 60
days after the mailing of such notice, and such notice shall specify the date
of, a reasonable place and time for, and the purpose of such meeting. The
General Partner may not restrict the voting rights of Limited Partners as set
forth herein. In the event that the General Partner or the Limited Partners vote
to amend this Agreement in any material respect, the amendment will not become
effective prior to all Limited Partners having an opportunity to redeem their
Units.
19. Miscellaneous.
(a) Notices. All notices under this Agreement shall be in writing and
shall be effective upon personal delivery, or if sent by first class mail,
postage prepaid, addressed to the last known address of the party to whom such
notice is to be given, upon the deposit of such notice in the United States
mail.
(b) Binding Effect. This Agreement shall inure to and be binding upon all
of the parties, all parties indemnified under Section 17 hereof, and their
respective successors and assigns, custodians, estates, heirs and personal
representatives. For purposes of determining the rights of any Limited Partner
or assignee hereunder, each Series and the Partnership, the General Partner may
rely upon each Series records as to who are Limited Partners and assignees of
such Series, and all Limited Partners and assignees agree that their rights
shall be determined and they shall be bound thereby.
(c) Captions. Captions in no way define, limit, extend or describe the
scope of this Agreement nor the effect of any of its provisions. Any reference
to "persons" in this Agreement shall also be deemed to include entities, unless
the context otherwise requires.
A-15
20. Benefit Plan Investors. Each Limited Partner that is an "employee
benefit plan" as defined in and subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or a "plan" as defined in Section
4975 of the Code (each such employee benefit plan and plan, a "Plan"), and each
fiduciary thereof who has caused the Plan to become a Limited Partner (a "Plan
Fiduciary"), represents and warrants that:
(a) the Plan Fiduciary has considered an investment in each Series for
such Plan in light of the risks relating thereto;
(b) the Plan Fiduciary has determined that, in view of such
considerations, the investment in each Series for such Plan is consistent
with the Plan Fiduciary's responsibilities under ERISA;
(c) the investment in a Series by the Plan does not violate and is not
otherwise inconsistent with the terms of any legal document constituting
the Plan or any trust agreement thereunder;
(d) the Plan's investment in a Series has been duly authorized and
approved by all necessary parties;
(e) none of the General Partner, any Advisor to a Series, any selling
agent, the clearing broker, the escrow agent, any broker or dealer through
which any Advisor requires each Series to trade, any of their respective
affiliates or any of their respective agents or employees: (i) has
investment discretion with respect to the investment of assets of the Plan
used to purchase the Units; (ii) has authority or responsibility to or
regularly gives investment advice with respect to the assets of the Plan
used to purchase the Units for a fee and pursuant to an agreement or
understanding that such advice will serve as a primary basis for investment
decisions with respect to the Plan and that such advice will be based on
the particular investment needs of the Plan; or (iii) is an employer
maintaining or contributing to the Plan; and
(f) the Plan Fiduciary: (i) is authorized to make, and is responsible
for, the decision for the Plan to invest in each Series, including the
determination that such investment is consistent with the requirement
imposed by Section 404 of ERISA that Plan investments be diversified so as
to the risks of large losses; (ii) is independent of the General Partner,
any Advisor to each Series, any selling agent, the clearing broker, the
escrow agent, any broker or dealer through which any Advisor requires each
Series to trade, and any of their respective affiliates; and (iii) is
qualified to make such investment decision.
21. No Legal Title to Series Estate. The Limited Partners within a Series
shall not have legal title to any part of such Series Estate.
22. Legal Title. Legal title to all Series Estate shall be vested in such
Series; except where applicable law in any jurisdiction requires any part of
such Series Estate to be vested otherwise, the General Partner may cause legal
title to each Series Estate or any portion thereof to be held by or in the name
of the General Partner or any other person as nominee for and on behalf of such
Series.
23. Creditors. No creditors of any Limited Partners within a Series shall
have any right to obtain possession of, or otherwise exercise legal or equitable
remedies with respect to, such Series Estate.
A-16
IN WITNESS WHEREOF, the undersigned have duly executed this Limited
Partnership Agreement as of the day and year first above written.
QUADRIGA CAPITAL MANAGEMENT, INC.
as General Partner
By:
--------------------------------------
Name: Christian Baha
Title: President
All Limited Partners now and hereafter admitted as Limited Partners of each
Series, pursuant to powers of attorney now and hereafter executed in favor of,
and granted and delivered to, the General Partner.
By: QUADRIGA CAPITAL MANAGEMENT, INC.
as Attorney-in-Fact
By:
--------------------------------------
Name: Christian Baha
Title: President
A-17
EXHIBIT B
QUADRIGA SUPERFUND, L.P. REQUEST FOR REDEMPTION
Please send original to: Quadriga Superfund, L.P., c/o Quadriga Asset
Management, Inc., 430 Park Avenue, Suite 1501, New York, New York 10022.
Limited Partner Number
Social Security Numbers/ Taxpayer ID Number
Dear Sir/Madam:
The undersigned hereby requests redemption, as defined in and subject to
all the terms and conditions of the Partnership Agreement of QUADRIGA SUPERFUND,
L.P. Series (A or B as applicable) ("Partnership"), of $
(insert dollar amount to be redeemed; minimum of $1,000.00 if less than all
Units are being redeemed, subject to remaining investment of at least $5,000.00.
IF NO DOLLAR AMOUNT IS ENTERED HERE, IT WILL BE ASSUMED THAT THE LIMITED PARTNER
WISHES TO REDEEM ALL UNITS) of the undersigned's units of beneficial interest
("units") in each Series at the net asset value per unit, as described in the
prospectus, as of the close of business at the end of the current month.
Redemption shall be effective as of the month-end immediately following receipt
by you of this request for redemption, provided that this request for redemption
is received ten (10) business days prior to the end of such month. The
undersigned hereby represents and warrants that the undersigned is the true,
lawful and beneficial owner of the units to which this request for redemption
relates with full power and authority to request redemption of such units. Such
units are not subject to any pledge or otherwise encumbered in any fashion.
UNITED STATES TAXABLE LIMITED PARTNERS ONLY
Under penalty of perjury, the undersigned hereby certifies that the Social
Security Number or Taxpayer ID Number indicated on this request for redemption
is the undersigned's true, correct and complete Social Security Number or
Taxpayer ID Number and that the undersigned is not subject to backup withholding
under the provisions of section 3406(a)(1)(C) of the Internal Revenue Code.
NON-UNITED STATES LIMITED PARTNERS ONLY
Under penalty of perjury, the undersigned hereby certifies that (a) the
undersigned is 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.
SIGNATURE(S) MUST BE IDENTICAL TO NAME(S) IN WHICH UNITS ARE REGISTERED
Please forward redemption funds by mail to the undersigned at:
Name, Street,
City, State and Zip Code
Entity Limited Partner Individual Limited Partner(s)
(Name of Entity) (Signature of Limited Partner)
(Signature of Limited Partner)
By: (Authorized Corporate Officer, Partner, Custodian or Trustee)
Title
B-1
EXHIBIT C
QUADRIGA SUPERFUND, L.P.
SUBSCRIPTION REQUIREMENTS
By executing the Subscription Agreement and Power of Attorney for Quadriga
Superfund, L.P., each purchaser ("purchaser") of units of beneficial interest in
each Series ("Series") irrevocably subscribes for Units at a price equal to the
net asset value per unit as of the end of the month in which the subscription is
accepted, provided such subscription is received at least five business days
prior to such month end, as described in each Series' prospectus dated October
9, 2002. The minimum subscription is $5,000 per Series; additional Units may be
purchased with a minimum investment of $1,000 for each Series in which the
investor has made the minimum investment. Subscriptions must be accompanied by a
check in the full amount of the subscription and made payable to "Quadriga
Superfund, L.P Series (A or B as applicable)." unless the purchaser's payment
will be made by debiting their brokerage account maintained with their selling
agent. Purchaser is also delivering to the selling agent an executed
Subscription Agreement and Power of Attorney (Exhibit D to the prospectus) and
any other documents needed (i.e., Trust, Pension, Corporate). If purchaser's
Subscription Agreement and Power of Attorney is accepted, purchaser agrees to
contribute purchaser's subscription to each Series and to be bound by the terms
of the Limited Partnership Agreement, attached as Exhibit A to the prospectus.
Purchaser agrees to reimburse each Series and Quadriga Capital Management, Inc.,
as general partner, for any expense or loss incurred as a result of the
cancellation of purchaser's units due to a failure of purchaser to deliver good
funds in the amount of the subscription price. By execution of the Subscription
Agreement and Power of Attorney, purchaser shall be deemed to have executed each
Series Agreement. As an inducement to the General Partner to accept this
subscription, purchaser (for the purchaser and, if purchaser is an entity, on
behalf of and with respect to each of purchaser's shareholders, partners,
members or beneficiaries), by executing and delivering purchaser's Subscription
Agreement and Power of Attorney, represents and warrants to the General Partner,
the clearing broker, the selling agent who solicited purchaser's subscription
and each Series, as follows: (a) Purchaser is of legal age to execute the
Subscription Agreement and Power of Attorney and is legally competent to do so.
Purchaser acknowledges that purchaser has received a copy of the prospectus,
including each Series Agreement. (b) All information that purchaser has
furnished to the General Partner or that is set forth in the Subscription
Agreement and Power of Attorney submitted by purchaser is correct and complete
as of the date of such Subscription Agreement and Power of Attorney, and if
there should be any change in such information prior to acceptance of
purchaser's subscription, purchaser will immediately furnish such revised or
corrected information to the General Partner. (c) Unless (d) or (e) below is
applicable, purchaser's subscription is made with purchaser's funds for
purchaser's own account and not as trustee, custodian or nominee for another.
(d) The subscription, if made as custodian for a minor, is a gift purchaser has
made to such minor and is not made with such minor's funds or, if not a gift,
the representations as to net worth and annual income set forth below apply only
to such minor. (e) If purchaser is subscribing in a representative capacity,
purchaser has full power and authority to purchase the units and enter into and
be bound by the Subscription Agreement and Power of Attorney on behalf of the
entity for which he is purchasing the units, and such entity has full right and
power to purchase such units and enter into and be bound by the Subscription
Agreement and Power of Attorney and become a Limited Partner pursuant to the
Partnership Agreement which is attached to the prospect us as Exhibit A. (f)
Purchaser either is not required to be registered with the Commodity Futures
Trading Commission or to be a member of the National Futures Association or if
required to be so registered is duly registered with the CFTC and is a member in
good standing of the NFA. (g) Purchaser represents and warrants that purchaser
has (i) a net worth of at least $150,000 (exclusive of home, furnishings and
automobiles) or (ii) an annual gross income of at least $45,000 and a net worth
(similarly calculated) of at least $45,000. Residents of the following states
must meet the requirements set forth below (net worth in all cases is exclusive
of home, furnishings and automobiles). In addition, purchaser may not invest
more than 10% of his net worth (exclusive of home, furnishings and automobiles)
in each Series. (h) If the undersigned is acting on behalf of an "employee
benefit plan," as defined in and subject to the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or a "plan" as defined in and
subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the
"Code") (a "Plan"), the individual signing this Subscription Agreement and
C-1
Power of Attorney on behalf of the undersigned hereby further represents and
warrants as, or on behalf of, the Plan responsible for purchasing units (the
"Plan Fiduciary") that: (a) the Plan Fiduciary has considered an investment in
each Series for such plan in light of the risks relating thereto; (b) the Plan
Fiduciary has determined that, in view of such considerations, the investment in
each Series is consistent with the Plan Fiduciary's responsibilities under
ERISA; (c) the Plan's investment in each Series does not violate and is not
otherwise inconsistent with the terms of any legal document constituting the
Plan or any trust agreement thereunder; (d) the Plan's investment in each Series
has been duly authorized and approved by all necessary parties; (e) none of the
General Partner, each Series' advisor, each Series' cash manager, each Series'
clearing broker, any selling agent, any of their respective affiliates or any of
their respective agents or employees: (i) has investment discretion with respect
to the investment of assets of the Plan used to purchase units; (ii) has
authority or responsibility to or regularly gives investment advice with respect
to the assets of the Plan used to purchase units for a fee and pursuant to an
agreement or understanding that such advice will serve as a primary basis for
investment decisions with respect to the Plan and that such advice will be based
on the particular investment needs of the Plan; or (iii) is an employer
maintaining or contributing to the Plan; and (f) the Plan Fiduciary (i) is
authorized to make, and is responsible for, the decision to invest in each
Series, including the determination that such investment is consistent with the
requirement imposed by Section 404 of ERISA that Plan investments be diversified
so as to minimize the risks of large losses, (ii) is independent of the General
Partner, each Series' advisor, each Series' cash manager, each Series' clearing
broker, any selling agent, each of their respective affiliates, and (iii) is
qualified to make such investment decision. The undersigned will, at the request
of the General Partner, furnish the General Partner with such information as the
General Partner may reasonably require to establish that the purchase of the
units by the Plan does not violate any provision of ERISA or the Code, including
without limitation, those provisions relating to "prohibited transactions" by
"parties in interest" or "disqualified persons" as defined therein. (i) If the
undersigned is acting on behalf of a trust (the "Limited Partner Trust"), the
individual signing the Subscription Agreement and Power of Attorney on behalf of
the Limited Partner Trust hereby further represents and warrants that an
investment in each Series is permitted under each Series agreement of the
Limited Partner Trust, and that the undersigned is authorized to act on behalf
of the Limited Partner Trust under each Series agreement thereof.
1. Arizona -- Net worth of at least $225,000 or a net worth of at least
$60,000 and an annual taxable income of at least $60,000.
2. California -- Net worth of at least $500,000 or a net worth of at least
$250,000 and an annual income of at least $65,000.
3. Iowa -- Net worth of at least $500,000 or a net worth of at least
$250,000 and an annual taxable income of at least $65,000.
4. Maine -- Net worth of at least $200,000 or a net worth of at least
$50,000 and an annual income of at least $50,000.
5. Michigan -- Net worth of at least $225,000 or a net worth of at least
$60,000 and a taxable income during the preceding year of at least $60,000.
6. Missouri -- Net worth of at least $225,000 or a net worth of at least
$60,000 and an annual taxable income of $60,000.
7. New Mexico -- Net worth of at least $200,000 or a net worth of at least
$75,000 and an annual income at $75,000.
8. New Jersey -- Net worth of at least $225,000 or a net worth of at least
$60,000 and a taxable income during the preceding year of at least $60,000.
9. North Carolina -- Net worth of at least $225,000 or a net worth of at
least $60,000 and an annual taxable income of $60,000.
10. Pennsylvania -- Net worth of at least $175,000 or a net worth of at
least $100,000 and an annual taxable income of $50,000. Because the minimum
closing amount is less than 1/15th of the maximum offering
C-2
size, Pennsylvania investors are cautioned to carefully evaluate the program's
ability to fully accomplish its stated objectives and to inquire as to the
current dollar volume of program subscriptions.
11. Tennessee -- Net worth of at least $250,000 or a net worth of at least
$65,000 and an annual taxable income of at least $65,000.
12. Texas -- Net worth of at least $225,000 or a net worth of at least
$60,000 and an annual taxable income of at least $60,000.
C-3
[SUBSCRIPTION INSTRUCTIONS]
D-1
[SUBSCRIPTION INSTRUCTIONS]
D-2
[POWER OF ATTORNEY FORM]
D-3
[SUITABILITY REQUIREMENTS FORM]
D-4
[SUITABILITY REQUIREMENTS FORM CONTINUED]
D-5
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Quadriga Capital Management will advance certain offering expenses, as
described in the Prospectus, for which it shall be reimbursed by the Registrant
in monthly installments throughout the offering period up to the lesser of the
actual amount of offering expenses advanced by Quadriga Capital Management, Inc.
or 1% of net assets of each Series per annum. The following is an estimate of
the expenses for the next twelve-month period:
<Table>
<Caption>
APPROXIMATE
AMOUNT
-----------
Securities and Exchange Commission Registration Fee......... $ -0-
National Association of Securities Dealers, Inc. Filing
Fee....................................................... -0-
Printing Expenses........................................... 50,000
Fees of Certified Public Accountants........................ 50,000
--------
Blue Sky Expenses (Excluding Legal Fees).................... 35,000
Fees of Counsel............................................. 60,000
Salaries of Employees Engaged in Sales Activity............. 300,000
--------
Miscellaneous Offering Costs................................ 25,000
--------
Total............................................. $520,000
--------
</Table>
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 17 of the Partnership Agreement (attached as Exhibit A to the
Prospectus which forms a part of this Registration Statement) provides for the
indemnification of Quadriga Capital Management and certain of its controlling
persons by the Registrant in certain circumstances. Such indemnification is
limited to claims sustained by such persons in connection with the Registrant;
provided that such claims were not the result of negligence or misconduct on the
part of Quadriga Capital Management, Inc. or such controlling persons. The
Registrant is prohibited from incurring the cost of any insurance covering any
broader indemnification than that provided above. Advances of Registrant funds
to cover legal expenses and other costs incurred as a result of any legal action
initiated against QCM by a Limited Partner are prohibited unless specific court
approval is obtained.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES
On August 5, 2002, 10.073 Units in Series A and 10.003 Units in Series B of
limited partnership were sold to Quadriga Capital Management in order to permit
the filing of a Certificate of Limited Partnership. The sale of these Units was
exempt from registration under the Securities Act of 1933 pursuant to Section
4(2) thereof. No discounts or commissions were paid in connection with the sale,
and no other offeree or purchaser was solicited. There have been no other
unregistered sales of Units.
II-1
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents (unless otherwise indicated) are filed herewith and
made a part of this Registration Statement.
(a) Exhibits
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
1.01 Form of Selling Agreement among each Series, Quadriga
Capital Management, and the Selling Agent.*
1.02 Form of Additional Selling Agreement among each Series,
Quadriga Capital Management and the Additional Selling
Agent.
3.01 Quadriga Superfund, L.P. Limited Partnership Agreement
(included as Exhibit A to the Prospectus).*
3.02 Certificate of Limited Partnership*
5.01(a) Opinion of Henderson & Lyman relating to the legality of the
Units.
5.01(b) Opinion of Henderson & Lyman with respect to federal income
tax consequences.
10.01(a) Form of Cargill Investor Services, Inc. Customer Agreement
between each Series and the Clearing Broker.*
10.01(b) Form of ADM Investor Services, Inc. Customer Agreement
between each Series and the Clearing Broker.*
10.01(c) Form of Fimat USA, Inc. Customer Agreement between each
Series and the Clearing Broker.*
10.01(d) Form of Man Financial Inc Customer Agreement between each
Series and the Clearing Broker.
10.01(e) Forms of Bear Stearns Fonex Inc. and Bear, Stearns
Securities Corp. Customer Agreements between each Series and
the Clearing Broker.
10.01(f) Form of Barclays Capital Inc. Customer Agreement between
each Series and the Clearing Broker.
10.02 Subscription Agreement and Power of Attorney (included as
Exhibit D to Prospectus)*
10.03(a) Form of Escrow Agreement between Series A and HSBC Bank
USA.*
10.03(b) Form of Escrow Agreement between Series B and HSBC Bank
USA.*
23.02 Consent of KPMG LLP.
</Table>
* Filed previously.
(b) Financial Statement Schedules.
No Financial Schedules are required to be filed herewith.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes (1) To file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement: (i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any
facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in
the registration statement; (iii) To include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement. (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof. (3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering. II-2 118 (b) The undersigned
registrant hereby undertakes that: (1) For purposes of determining any liability
under the
II-2
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective. (2) For
the purpose of determining any liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof. (c) Insofar as indemnification for liabilities under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions described in
Item 14 above, or otherwise, the registrant had been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any such action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Quadriga
Capital Management, Inc., as general partner of the Registrant, has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in St. George's, Grenada, West Indies, on the 19th
day of April, 2004.
QUADRIGA SUPERFUND, L.P.
By: QUADRIGA CAPITAL MANAGEMENT, INC.
General Partner
By: /s/ CHRISTIAN BAHA
------------------------------------
Title: President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following person on behalf
of Quadriga Capital Management in the capacity and on the date indicated.
SIGNATURES TITLE WITH REGISTRANT DATE
(BEING THE PRINCIPAL EXECUTIVE OFFICER, THE PRINCIPAL FINANCIAL
AND ACCOUNTING OFFICER AND A MAJORITY OF THE DIRECTORS OF QUADRIGA CAPITAL
MANAGEMENT, INC.)
QUADRIGA CAPITAL MANAGEMENT, INC.
Managing Owner of Registrant
By: /s/ CHRISTIAN BAHA
------------------------------------
Title: President
April 19, 2004
INDEX TO EXHIBITS
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------- -----------------------
1.01 Form of Selling Agreement among each Series, Quadriga
Capital Management, and the Selling Agent.*
1.02 Form of Additional Selling Agreement among each Series,
Quadriga Capital Management and the Additional Selling
Agent.
3.01 Quadriga Superfund, L.P. Limited Partnership Agreement
(included as Exhibit A to the Prospectus).*
3.02 Certificate of Limited Partnership*
5.01(a) Opinion of Henderson & Lyman relating to the legality of the
Units.
5.01(b) Opinion of Henderson & Lyman with respect to federal income
tax consequences.
10.01(a) Form of Cargill Investor Services, Inc. Customer Agreement
between each Series and the Clearing Broker.*
10.01(b) Form of ADM Investor Services, Inc. Customer Agreement
between each Series and the Clearing Broker.*
10.01(c) Form of Fimat USA, Inc. Customer Agreement between each
Series and the Clearing Broker.*
10.01(d) Form of Man Financial Inc Customer Agreement between each
Series and the Clearing Broker.
10.01(e) Forms of Bear Stearns Forex Inc. Customer Agreement between
each Series and the Clearing Broker.
10.01(f) Form of Barclays Capital Inc. Customer Agreement between
each Series and the Clearing Broker.
10.02 Subscription Agreement and Power of Attorney (included as
Exhibit D to Prospectus)*
10.03(a) Form of Escrow Agreement between Series A and HSBC Bank
USA.*
10.03(b) Form of Escrow Agreement between Series B and HSBC Bank
USA.*
23.02 Consent of KPMG LLP.
</Table>
* Filed previously.