UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2005 ------------------ or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ------------- -------------- Commission File number: 333-88460 --------- QUADRIGA SUPERFUND, L.P. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Delaware 98-0375395 - ------------------------ ----------------------------------- (State of Organization) (IRS Employer Identification Number) Le Marquis Complex, Unit 5 P.O. Box 1479 Grand Anse St. George's, Grenada West Indies N/A - ---------------------------------------- ----------------------------------- (Address of principal executive offices) (Zip Code) (473) 439-2418 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ ] The number of shares outstanding of each of the issuer's classes of common stock as of the close business on __________________. Total number of Pages: 33 plus exhibits PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS The following financial statements of Quadriga Superfund, L.P. - Series A are included in Item 1: Page ---- FINANCIAL STATEMENTS Statements of Assets and Liabilities as of September 30, 2005 (unaudited) and December 31, 2004 (audited) 3 Condensed Schedule of Investments as of September 30, 2005 (unaudited) 4 Condensed Schedule of Investments as of December 31, 2004 (audited) 6 Statements of Operations for the three months ended September 30, 2005 and September 30, 2004 (unaudited) and for nine months ended September 30, 2005 8 and September 30, 2004 (unaudited) Statements of Changes in Net Assets for the nine months ended September 30, 2005 and September 30, 2004 (unaudited) 9 Statements of Cash Flows for the nine months ended September 30, 2005 and September 30, 2004 (unaudited) 10 The following financial statements of Quadriga Superfund, L.P. - Series B are included in Item 1: Page ---- FINANCIAL STATEMENTS Statements of Assets and Liabilities as of September 30, 2005 (unaudited) and December 31, 2004 (audited) 11 Condensed Schedule of Investments as of September 30, 2005 (unaudited) 12 Condensed Schedule of Investments as of December 31, 2004 (audited) 14 Statements of Operations for the three months ended September 30, 2005 and September 30, 2004 (unaudited) and for nine months ended September 30, 2005 and September 30, 2004 (unaudited) 16 Statements of Changes in Net Assets for the nine months ended September 30, 2005 and September 30, 2004 (unaudited) 17 Statements of Cash Flows for the nine months ended September 30, 2005 and September 30, 2004 (unaudited) 18 NOTES TO SERIES A AND SERIES B UNAUDITED FINANCIAL STATEMENTS DATED SEPTEMBER 30, 2005 19-22 2 QUADRIGA SUPERFUND, L.P. - SERIES A STATEMENTS OF ASSETS AND LIABILITIES SEPTEMBER 30, 2005 (UNAUDITED) AND DECEMBER 31, 2004 (AUDITED) SEPTEMBER 30, DECEMBER 31, 2005 2004 ------------- ----------- ASSETS US GOVERNMENT SECURITIES, at market cost $44,818,443 and $25,593,575 as of September 30, 2005 and December 31, 2004 $44,818,443 $25,638,997 DUE FROM BROKERS 3,445,148 4,165,004 UNREALIZED APPRECIATION ON OPEN FORWARD CONTRACTS 847,453 1,801,065 FUTURES CONTRACTS PURCHASED 3,886,089 294,377 FUTURES CONTRACTS SOLD 1,060,027 30,355 CASH 3,321,729 911,222 ----------- ----------- Total assets 57,378,889 32,841,020 ----------- ----------- LIABILITIES UNREALIZED DEPRECIATION ON OPEN FORWARD CONTRACTS 446,417 410,499 ADVANCE SUBSCRIPTIONS 3,255,800 475,850 FEES PAYABLE 321,430 186,402 ----------- ----------- Total liabilities 4,023,647 1,072,751 ----------- ----------- NET ASSETS $53,355,242 $31,768,269 ----------- ----------- NUMBER OF UNITS 40,132.994 21,660.138 NET ASSETS VALUE PER SHARE $ 1,329.46 $ 1,466.67 ----------- ----------- See accompanying notes to financial statements 3 QUADRIGA SUPERFUND, L.P. - SERIES A CONDENSED SCHEDULE OF INVESTMENTS SEPTEMBER 30, 2005 (UNAUDITED) PERCENTAGE OF MARKET OR FACE VALUE NET ASSETS FAIR VALUE DEBT SECURITIES UNITED STATES, AT MARKET United States Treasury Bills due December 1, 2005 (cost $44,818,443), securities are held in margin accounts as collateral for open futures and forwards $ 45,050,000 84.0% $ 44,818,443 ---- ------------ FORWARD CONTRACTS, AT FAIR VALUE UNREALIZED APPRECIATION ON FORWARD CONTRACTS CURRENCIES 0.9% $ 480,540 METALS 0.7 366,913 ---- ------------ Total unrealized appreciation on forward contracts 1.6 847,453 ---- ------------ UNREALIZED DEPRECIATION ON FORWARD CONTRACTS (446,417) CURRENCIES (0.9) ---- ------------ Total unrealized depreciation on forward contracts (0.9) (446,417) ---- ------------ TOTAL FORWARD CONTRACTS, AT FAIR VALUE 0.7% $ 401,036 ---- ------------ FUTURES CONTRACTS, AT FAIR VALUE FUTURES CONTRACTS PURCHASED CURRENCY (0.5) $ (262,131) ENERGY 0.9 464,325 FINANCIAL (0.1) (43,623) FOOD & FIBER 0.1 36,565 INDICES 1.8 955,016 METALS 5.1 2,735,937 ---- ------------ Total futures contracts purchase 7.3 3,886,089 ---- ------------ FUTURES CONTRACTS SOLD CURRENCY 1.4 756,238 FINANCIAL 0.1 53,062 FOOD & FIBER 0.5 250,727 ---- ------------ Total futures contracts sold 2.0 1,060,027 ---- ------------ TOTAL FUTURES CONTRACTS, AT FAIR VALUE 9.3% $ 4,946,116 ---- ------------ FUTURES AND FORWARD CONTRACTS BY COUNTRY COMPOSITION JAPAN 3.1 % $ 1,643,062 UNITED KINGDOM (0.1) (34,016) UNITED STATES 5.1 2,733,972 OTHER 1.9 1,004,134 ---- ------------ TOTAL FUTURES AND FORWARD CONTRACTS BY COUNTRY 10.0% $ 5,347,152 ---- ------------ </Table> See accompanying notes to financial statements 4 QUADRIGA SUPERFUND, L.P. - SERIES A CONDENSED SCHEDULE OF INVESTMENTS DECEMBER 31, 2004 (AUDITED) <Table> <Caption> PERCENTAGE OF MARKET OR FACE VALUE NET ASSETS FAIR VALUE DEBT SECURITIES UNITED STATES, AT MARKET United States Treasury Bills due June 2, 2005 (cost $25,593,575), securities are held in margin accounts as collateral for open futures and forwards 25,900,000 80.7% $ 25,638,997 ---- ------------- FORWARD CONTRACTS, AT FAIR VALUE UNREALIZED APPRECIATION ON FORWARD CONTRACTS CURRENCIES 1.9% $ 617,030 METALS 3.7 1,184,035 ---- ------------- Total unrealized appreciation on forward contracts 5.6 1,801,065 ---- ------------- UNREALIZED DEPRECIATION ON FORWARD CONTRACTS CURRENCIES (0.5) (147,157) METALS (0.8) (263,342) ---- ------------- Total unrealized depreciation on forward contracts (1.3) (410,499) ---- ------------- TOTAL FORWARD CONTRACTS, AT FAIR VALUE 4.3% $ 1,390,566 ---- ------------- FUTURES CONTRACTS, AT FAIR VALUE FUTURES CONTRACTS PURCHASED FINANCIAL 0.3 $ 93,025 FOOD & FIBER 0.0* (627) GRAINS 0.2 60,185 INDICES 1.8 559,742 LIVESTOCK 0.1 17,540 METALS (1.4) (435,488) ---- ------------- Total futures contracts purchase 1.0 294,377 ---- ------------- FUTURES CONTRACTS SOLD FOOD & FIBER 0.0* (8,703) GRAINS 0.0* 45,432 INDICES WOOD & RUBBER (0.1) (40,874) ---- ------------- Total futures contracts sold 0.0 30,355 ---- ------------- TOTAL FUTURES CONTRACTS, AT FAIR VALUE 1.0% $ 324,732 ---- ------------- FUTURES AND FORWARD CONTRACTS BY COUNTRY COMPOSITION CANADA 0.5% $ 158,626 JAPAN 0.6 195,919 UNITED KINGDOM 3.7 1,176,366 UNITED STATES 0.2 82,147 OTHER 0.3 102,240 ---- ------------- TOTAL FUTURES AND FORWARD CONTRACTS BY COUNTRY 5.3% $ 1,715,298 ---- ------------- </Table> * Due to rounding See accompanying notes to financial statements 5 QUADRIGA SUPERFUND, L.P. - SERIES A STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 2005 2004 2005 2004 ----------- ----------- ---------- ------------ INVESTMENT INCOME, interest $ 320,899 $ 79,511 $ 685,071 $ 182,263 ----------- ----------- ----------- ----------- EXPENSES Management fee 217,432 113,242 496,624 311,329 Organization and offering expenses 117,531 61,213 268,445 168,286 Operating expenses 17,630 9,182 40,267 25,242 Selling commission 470,123 244,848 1,073,781 673,141 Incentive fee - - - 651,950 Brokerage commissions 551,853 244,937 1,265,740 635,428 Other 434 16,207 1,401 33,590 ----------- ----------- ----------- ----------- Total expenses 1,375,003 689,629 3,146,258 2,498,966 ----------- ----------- ----------- ----------- NET INVESTMENT LOSS (1,054,104) (610,118) (2,461,187) (2,316,703) ----------- ----------- ----------- ----------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized loss on futures and forward contracts (8,646) (2,839,090) (3,364,894) (2,042,213) Net change in unrealized appreciation on futures and forward contracts 2,827,548 4,160,695 3,631,854 2,504,617 ----------- ----------- ----------- ----------- NET GAIN ON INVESTMENTS 2,818,902 1,321,605 266,690 462,404 ----------- ----------- ----------- ----------- NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ 1,764,798 $ 711,487 $(2,194,227) $(1,854,299) ----------- ----------- ----------- ----------- See accompanying notes to financial statements 6 QUADRIGA SUPERFUND, L.P. - SERIES A STATEMENTS OF CHANGES IN NET ASSETS FOR THE NINE MONTHS ENDED SEPTEMBER 30, (UNAUDITED) 2005 2004 ------------ ------------ DECREASE IN NET ASSETS FROM OPERATIONS Net investment loss $ (2,461,187) $ (2,316,703) Net realized loss on futures and forward contracts (3,364,894) (2,042,213) Net change in unrealized appreciation on futures and forward contracts 3,631,854 2,504,617 ------------ ------------ NET DECREASE IN NET ASSETS FROM OPERATIONS (2,194,227) (1,854,299) CAPITAL SHARE TRANSACTIONS Issuance of Units 27,406,454 13,470,189 Redemption of Units (3,625,254) (1,931,611) ------------ ------------ NET INCREASE IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS 23,781,200 11,538,578 NET INCREASE IN NET ASSETS 21,586,973 9,684,279 NET ASSETS, beginning of period 31,768,269 16,144,789 ------------ ------------ NET ASSETS, end of period $ 53,355,242 $ 25,829,068 ------------ ------------ UNITS, beginning of period 21,660.138 12,256.648 ISSUANCE OF UNITS 21,224.899 10,057.734 REDEMPTION OF UNITS (2,752.043) (1,534.168) ------------ ------------ UNITS, end of period 40,132.994 20,780.214 ------------ ------------ See accompanying notes to financial statements 7 QUADRIGA SUPERFUND, L.P. - SERIES A STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, (UNAUDITED) 2005 2004 ------------ ------------- CASH FLOWS FROM OPERATING ACTIVITIES Net decrease in net assets from operations $ (2,194,227) $ (1,854,299) Adjustments to reconcile decrease in net assets to net cash used in operating activities: Changes in operating assets and liabilities: US Government securities (19,179,446) (7,474,346) Due from brokers 719,856 174,406 Unrealized appreciation on open forward contracts 953,612 (680,219) Futures contracts purchased (3,591,712) (1,513,270) Unrealized depreciation on open forward contracts 35,918 (92,264) Futures contracts sold (1,029,672) (218,864) Fees payable 135,028 56,823 ------------ ------------ NET CASH USED IN OPERATING ACTIVITIES (24,150,643) (11,602,033) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Subscriptions, net of change in advance subscriptions 30,186,404 13,056,328 Redemptions, net of redemption payable (3,625,254) (1,939,651) ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 26,561,150 11,116,677 ------------ ------------ NET INCREASE (DECREASE) IN CASH 2,410,507 (485,356) CASH, beginning of period 911,222 1,597,546 ------------ ------------ CASH, end of period $ 3,321,729 $ 1,112,190 ------------ ------------ SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES 2004 subscriptions received in 2003 $ 1,097,282 ------------ 2005 subscriptions received in 2004 $ 475,850 ------------ See accompanying notes to financial statements 8 QUADRIGA SUPERFUND, L.P. - SERIES B STATEMENTS OF ASSETS AND LIABILITIES SEPTEMBER 30, 2005 (UNAUDITED) AND DECEMBER 31, 2004 (AUDITED) SEPTEMBER 30, 2005 DECEMBER 31, 2004 ------------------ ----------------- ASSETS US GOVERNMENT SECURITIES, at market cost $34,274,419 and $32,907,267 as of September 30, 2005 and December 31, 2004 $34,274,419 $32,964,488 DUE FROM BROKERS 1,132,669 6,206,789 UNREALIZED APPRECIATION ON OPEN FORWARD CONTRACTS 895,788 3,433,661 FUTURES CONTRACTS PURCHASED 4,255,067 503,878 FUTURES CONTRACTS SOLD 1,138,334 53,415 CASH 239,654 1,826,691 ----------- ----------- Total assets 41,935,931 44,988,922 ----------- ----------- LIABILITIES UNREALIZED DEPRECIATION ON OPEN FORWARD CONTRACTS 472,472 976,707 ADVANCE SUBSCRIPTIONS 140,922 1,288,630 REDEMPTION PAYABLE 122,997 - FEES PAYABLE 115,888 249,221 ----------- ----------- Total liabilities 852,279 2,514,558 ----------- ----------- NET ASSETS $41,083,652 $42,474,364 ----------- ----------- NUMBER OF UNITS 27,146.837 24,547.544 NET ASSETS VALUE PER SHARE $ 1,513.39 $ 1,730.29 ----------- ----------- </Table> See accompanying notes to financial statements. 9 QUADRIGA SUPERFUND, L.P. - SERIES B CONDENSED SCHEDULE OF INVESTMENTS SEPTEMBER 30, 2005 (UNAUDITED) PERCENTAGE OF MARKET OR FACE VALUE NET ASSETS FAIR VALUE DEBT SECURITIES UNITED STATES, AT MARKET United States Treasury Bills Due December 1, 2005 (cost $34,274,419), Securities are held in margin accounts as collateral for open futures and forwards $ 34,450,000 83.4% $34,274,419 ---- ----------- FORWARD CONTRACTS, AT FAIR VALUE UNREALIZED APPRECIATION ON FORWARD CONTRACTS CURRENCIES 1.2% $ 506,063 METALS 1.0 389,725 ---- ----------- Total unrealized appreciation on forward contracts 2.2 895,788 ---- ----------- UNREALIZED DEPRECIATION ON FORWARD CONTRACTS CURRENCIES (1.2) (472,472) ---- ----------- Total unrealized depreciation on forward contracts (1.2) (472,472) ---- ----------- TOTAL FORWARD CONTRACTS, AT FAIR VALUE 1.0% $ 423,316 ---- ----------- FUTURES CONTRACTS, AT FAIR VALUE FUTURES CONTRACTS PURCHASED CURRENCY (0.7)% $ (276,305) ENERGY 1.3 543,991 FINANCIAL 0.0* 23,490 FOOD & FIBER 0.1 38,705 INDICES 2.5 1,010,568 METALS 7.1 2,914,618 ---- ----------- Total futures contracts purchased 10.3 4,255,067 ---- ----------- FUTURES CONTRACTS SOLD CURRENCY 2.0 802,437 FINANCIAL 0.1 56,312 FOOD & FIBER 0.7 279,585 ---- ----------- Total futures contracts sold 2.8 1,138,334 ---- ----------- TOTAL FUTURES CONTRACTS, AT FAIR VALUE 13.1% $ 5,393,401 ---- ----------- FUTURES AND FORWARD CONTRACTS BY COUNTRY COMPOSITION JAPAN 4.3% $ 1,782,057 UNITED KINGDOM 0.2 90,313 UNITED STATES 7.8 3,186,484 OTHER 1.8 757,863 ---- ----------- TOTAL FUTURES AND FORWARD CONTRACTS BY COUNTRY 14.1% $ 5,816,717 ---- ----------- * Due to rounding See accompanying notes to financial statements. 10 QUADRIGA SUPERFUND, L.P. - SERIES B CONDENSED SCHEDULE OF INVESTMENTS DECEMBER 31, 2004 (AUDITED) <Table> <Caption> PERCENTAGE OF MARKET OR FACE VALUE NET ASSETS FAIR VALUE DEBT SECURITIES UNITED STATES, AT MARKET United States Treasury Bills due June 2, 2005 (cost $32,907,267), securities are held in margin accounts as collateral for open futures and forwards $ 33,300,000 77.6% $32,964,488 ---- ----------- FORWARD CONTRACTS, AT FAIR VALUE UNREALIZED APPRECIATION ON FORWARD CONTRACTS CURRENCIES 2.7% $ 1,160,542 METALS 5.4 2,273,119 ---- ----------- Total unrealized appreciation on forward contracts 8.1 3,433,661 ---- ----------- UNREALIZED DEPRECIATION ON FORWARD CONTRACTS CURRENCIES (0.7) (277,021) METALS (1.6) (699,686) ---- ----------- Total unrealized depreciation on forward contracts (2.3) (976,707) ---- ----------- TOTAL FORWARD CONTRACTS, AT FAIR VALUE 5.8% $ 2,456,954 ---- ----------- FUTURES CONTRACTS, AT FAIR VALUE FUTURES CONTRACTS PURCHASED FINANCIAL 0.3 $ 136,558 FOOD & FIBER 0.0* (1,143) GRAINS 0.2 109,485 INDICES 2.5 1,051,088 LIVESTOCK 0.0* 30,900 METALS (1.9) (823,010) ---- ----------- Total futures contracts purchased 1.1 503,878 ---- ----------- FUTURES CONTRACTS SOLD FOOD & FIBER 0.0* (16,281) GRAINS 0.2 80,231 INDICES 0.2 64,500 WOOD & RUBBER (0.2) (75,035) ---- ----------- Total futures contracts sold 0.2 53,415 ---- ----------- TOTAL FUTURES CONTRACTS, AT FAIR VALUE 1.3% $ 557,293 ---- ----------- FUTURES AND FORWARD CONTRACTS BY COUNTRY COMPOSITION CANADA 0.7 $ 291,605 JAPAN 0.8 360,659 UNITED KINGDOM 4.8 2,026,818 UNITED STATES 0.4 155,681 OTHER 0.4 179,484 ---- ----------- TOTAL FUTURES AND FORWARD CONTRACTS BY COUNTRY 7.1% $ 3,014,247 ---- ----------- * Due to rounding See accompanying notes to financial statements. 11 QUADRIGA SUPERFUND, L.P. - SERIES B STATEMENTS OF OPERATIONS (UNAUDITED) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, 2005 2004 2005 2004 ----------- ----------- ----------- ----------- INVESTMENT INCOME, interest $ 297,409 $ 98,700 $ 766,210 $ 233,717 EXPENSES Management fee 187,535 145,388 546,091 418,649 Organization and offering expenses 101,370 78,588 295,185 226,297 Operating expenses 15,206 11,789 44,277 33,945 Selling commission 405,481 314,351 1,180,739 905,187 Incentive fee - - - 1,158,857 Brokerage commissions 591,667 438,743 1,672,423 1,199,328 Other 411 29,934 1,046 64,963 ----------- ----------- ----------- ----------- Total expenses 1,301,670 1,018,793 3,739,761 4,007,226 ----------- ----------- ----------- ----------- NET INVESTMENT LOSS (1,004,261) (920,093) (2,973,551) (3,773,509) ----------- ----------- ----------- ----------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS Net realized gain (loss) on futures and forward contracts 1,634,123 (5,006,865) (5,111,702) (3,758,228) Net change in unrealized appreciation on futures and forward contracts 1,404,668 7,240,787 2,802,470 4,317,445 ----------- ----------- ----------- ----------- NET GAIN (LOSS) ON INVESTMENTS 3,038,791 2,233,922 (2,309,232) 559,217 ----------- ----------- ----------- ----------- NET INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS $ 2,034,530 $ 1,313,829 $(5,282,783) $(3,214,292) ----------- ----------- ----------- ----------- See accompanying notes to financial statements. 12 QUADRIGA SUPERFUND, L.P. - SERIES B STATEMENTS OF CHANGES IN NET ASSETS FOR THE NINE MONTHS ENDED SEPTEMBER 30, (UNAUDITED) 2005 2004 ----------- ----------- DECREASE IN NET ASSETS FROM OPERATIONS Net investment loss (2,973,551) (3,773,509) Net realized loss on futures and forward contracts (5,111,702) (3,758,228) Net change in unrealized appreciation on futures and forward contracts 2,802,470 4,317,445 ------------ ------------ NET DECREASE IN NET ASSETS FROM OPERATIONS (5,282,783) (3,214,292) CAPITAL SHARE TRANSACTIONS Issuance of Units 9,920,376 17,067,911 Redemption of Units (6,028,305) (2,420,815) ------------ ------------ NET INCREASE IN NET ASSETS FROM CAPITAL SHARE TRANSACTIONS 3,892,071 14,647,096 ------------ ------------ NET INCREASE (DECREASE) IN NET ASSETS (1,390,712) 11,432,804 NET ASSETS, beginning of period 42,474,364 22,136,771 ------------ ------------ NET ASSETS, end of period $ 41,083,652 $ 33,569,575 ------------ ------------ UNITS, beginning of period 24,547.544 14,945.226 ISSUANCE OF UNITS 6,567.333 11,483.511 REDEMPTION OF UNITS (3,968.040 (1,971.276) ------------ ------------ 27,146.837 24,457.461 ------------ ------------ UNITS, end of period See accompanying notes to financial statements. 13 QUADRIGA SUPERFUND, L.P. - SERIES B STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, (UNAUDITED) 2005 2004 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES Net decrease in net assets from operations $ (5,282,783) $ (3,214,292) Adjustments to reconcile decrease in net assets to net cash used in operating activities: Changes in operating assets and liabilities: US Government securities (1,309,931) (6,902,135) Due from/to brokers 5,074,120 131,844 Unrealized appreciation on open forward contracts 2,537,873 (1,130,168) Futures contracts purchased (3,751,189) (2,501,514) Unrealized depreciation on open forward contracts (504,235) (171,598) Futures contracts sold (1,084,919) (514,165) Fees payable (133,333) 67,083 ------------ ------------ NET CASH USED IN OPERATING ACTIVITIES (4,454,397) (14,234,945) ------------ ------------ CASH FLOWS FROM FINANCING ACTIVITIES Subscriptions, net of change in advance subscriptions 8,772,668 17,060,911 Redemptions, net of redemption payable (5,905,308) (2,428,967) ------------ ------------ NET CASH PROVIDED BY FINANCING ACTIVITIES 2,867,360 14,631,944 ------------ ------------ NET INCREASE (DECREASE) IN CASH (1,587,037) 396,999 CASH, beginning of period 1,826,691 854,910 ------------ ------------ CASH, end of period $ 239,654 1,251,909 ------------ ------------ Supplemental disclosure of noncash financing activities: 2004 contributions received in 2003 $ 920,395 ------------ 2005 contributions received in 2004 $ 1,288,630 ------------ Redemption payable $ 122,997 - ------------ ------------ See accompanying notes to financial statements. 14 QUADRIGA SUPERFUND, L.P. - SERIES A AND B NOTES TO FINANCIAL STATEMENTS September 30, 2005 (Unaudited) QUADRIGA SUPERFUND, L.P. - SERIES A AND B 1. NATURE OF OPERATIONS Organization and Business Quadriga Superfund, L.P., a Delaware Limited Partnership (the "Fund"), commenced operations on November 5, 2002. The Fund was organized to trade speculatively in the United States of America and International commodity equity markets using a strategy developed by Superfund 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 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. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The unaudited financial statements have been prepared in accordance with the rules and regulations of the Securities Exchange Commission ("SEC") and U.S. generally accepted accounting principles with respect to the Form 10-Q and reflect all adjustments which in the opinion of management are normal and recurring, which are necessary for a fair statement of the results of interim periods presented. It is suggested that these financial statements be read in conjunction with the financial statements and the related notes included in the Fund's Annual Report on Form 10-K for the year ended December 31, 2004. 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. Exchange-traded futures contracts are valued at settlement prices published by the recognized exchange. Any spot and forward foreign currency contracts held by the Funds will be valued at published settlement prices or at dealers' quotes. The Fund uses the amortized cost method for valuing the US Treasury Bills; accordingly, the cost of securities plus accreted discount, or minus amortized premium approximates fair value. Translation of Foreign Currency Assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the period end exchange rates. Purchases and sales of investments, and income and expenses, that are denominated in foreign currencies, are translated into U.S. dollar amounts on the transaction date. Adjustments arising from foreign currency transactions are reflected in the statements of operations. The Fund does not isolate that portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations from changes in market prices of investments held. Such fluctuations are included in net gain (loss) on investments in the statements of operations. 15 Investment Transactions and Related Investment Income Investment transactions are accounted for on a trade-date basis. Interest is recognized on the accrual basis. 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. 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. 3. DUE FROM/TO BROKERS Due from brokers consists of proceeds from securities sold. Amounts due from brokers may be restricted to the extent that they serve as deposits for securities sold short. Amounts due to brokers 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 Fund's First Amended and Restated Limited Partnership Agreement dated January 15, 2005 (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 September 30, 2005 for subscriptions of the subsequent month and do not participate in the earnings of the Fund until October 1, 2005. 5. RELATED PARTY TRANSACTIONS In accordance with the "Limited Partnership Agreement", 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 .15% (.15% per annum). Superfund Asset Management, Inc., an entity related to the General Partner by common ownership, 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. Units purchased on or after February 28, 2005 are subject to a maximum cumulative selling commission per Unit of 10%. The General Partner will also be paid a monthly performance/incentive fee equal to 25% of the new appreciation without respect to interest income. Trading losses will be carried forward and no further performance/incentive fee may be paid until the prior losses have been recovered. 6. FINANCIAL HIGHLIGHTS Financial highlights for the period January 1, 2005 through September 30, 2005 are as follows: 16 SERIES A SERIES B --------- --------- Total return Total return before incentive fees (9.4)% (12.5)% Incentive fees 0.0 0.0 Total return after incentive fees (9.4)% (12.5)% ========= ========= Ratio to average partners' capital Operating expenses before incentive fees (8.9)% (9.5)% Incentive fees 0.0 0.0 --------- --------- Total expenses (8.9)% (9.5)% ========= ========= Net investment loss before incentive fee (7.0)% (7.5)% --------- --------- Net asset value per unit, beginning of period $1,466.67 $1,730.29 Net decrease in net assets from operations (137.21) (216.90) --------- --------- Net asset value per unit, end of period $1,329.46 $1,513.39 ========= ========= 18 Financial highlights are calculated for each series taken as a whole. An individual partner's return and ratios may vary based on the timing of capital transactions. 7. FINANCIAL INSTRUMENT RISK In the normal course of its business, the Fund is party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. The term "off balance sheet risk" refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may result in a future obligation or loss. These financial instruments may include forwards, futures and options, whose values are based upon an underlying asset, index, or reference rate, and generally represent future commitments to exchange currencies or cash flows, to purchase or sell other financial instruments at specific terms at specific future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange or over-the-counter ("OTC"). Exchange traded instruments are standardized and include futures and certain option contracts. OTC contracts are negotiated between contracting parties and include forwards and certain options. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange traded instruments because of the greater risk of default by the counter party to an OTC contract. Market risk is the potential for changes in the value of the financial instruments traded by the Fund due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity of security prices. In entering into these contracts, there exists a market risk that such contracts may be significantly influenced by conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the futures interest positions at the same time, and the General Partner was unable to offset such positions, the Fund could experience substantial losses. Credit risk is the possibility that a loss may occur due to the failure of a counter party to perform according to the terms of a contract. Credit risk with respect to exchange-traded instruments is reduced to the extent that an exchange or clearing organization acts as a counter party to the transactions. The Fund's risk of loss in the event of counter party default is typically limited to the amounts recognized in the statements of assets and liabilities and not represented by the contract or notional amounts of the instruments. The Fund has credit risk and concentration risk because the brokers with respect to the Fund's assets are ADM Investor Services Inc., FIMAT USA, LLC., Bear Stearns & Co. Inc., Barclays Capital Inc. and Man Financial. 17 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 September 30, 2005. 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 Superfund 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 Superfund Capital Management, Inc. not less than ten business days prior to the end of the month (or such shorter period as permitted by Superfund 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. 9. COMMITMENTS AND CONTINGENCIES On March 10, 2005, Superfund Capital Management, Inc., the General Partner of Quadriga Superfund L.P., received written notice from the Internal Revenue Service (the IRS) directed to Quadriga Superfund, L.P. that a late filing penalty in the amount of $357,500, together with accrued interest in the amount of $3,095.98, was owed to the IRS in relation to Quadriga Superfund L.P.'s 2003 income tax filings. The penalty and interest assessment were the result of the assertion by the IRS that Quadriga Superfund, L.P. did not file timely extensions and, therefore, timely tax filings for 2003. RK Alternative Investment, Inc., the tax accountant that prepared and submitted the income tax returns for Quadriga Superfund, L.P., has appealed the penalty and provided evidence of timely filings to the IRS. Based upon information provided by RK Alternative Investment, Inc., Superfund Capital Management, Inc., believes that the penalty and interest will be withdrawn by the IRS after the appeal is considered. In the event that any or all of the penalty and/or interest balance is not withdrawn after appeal, Superfund Capital Management, Inc. has committed to assume any and all liability for the penalty and/or interest. As such, Quadriga Superfund, L.P. and its limited partners will not incur any liability should the penalty and interest assessment not be withdrawn by the IRS on appeal. 19 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS INTRODUCTION Quadriga Superfund, L.P. 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 quarter ended September 30, 2005, subscriptions totaling $22,027,897 have been accepted and redemptions over the same period totaled $3,372,780. 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 Three Months Ended September 30, 2005 Series A: Net results for the quarter ended September 30, 2005 were a gain of 3.21% in net asset value compared to the preceding quarter. This increase consisted of interest income of 0.58%, trading performance (including commissions) of 4.12% and charges of 1.49% due to management fees, organization expenses, operating expenses, and selling commissions. At September 30, 2005, the net asset value per unit of Series A was $1,329.46. Series B: Net results for the quarter ended September 30, 2005 were a gain of 5.16% in net asset value compared to the preceding quarter. This increase consisted of interest income of 0.75%, trading performance (including commissions) of 6.20% and charges of 1.79% due to management fees, organization expenses, operating expenses, and selling commissions. Series B generally magnifies the performance for Series A during any period, either positive or negative, due to Series B's leverage of approximately 1.5 times Series A. At September 30, 2005, the net asset value per unit of Series B was $1,513.39. 20 Fund results for July 2005: Stock indices were on the rise again and therefore the fund's long positions in these markets were profitable. In contrary, long positions in bonds, notes and interest markets produced losses as prices in these futures markets declined. Combined long and short positions in the currencies didn't produce any significant performance, as the trends were inconsistent and trading was quite volatile. In the energy sector, long positions took profit again from the slightly rising price levels. For the month of July 2005, Series A lost 2.85% and Series B lost 3.68%, including charges. Fund results for August 2005: With the exception of Japanese markets, the upward trend of world stock indices reversed in August, resulting in losses to the Fund's long positions. The rise of energy prices continued and a shortage in supplies due to Hurricane Katrina in the Gulf Coast area of the United States led to new all time highs on the crude oil markets. The Fund's long positions in this sector performed well as a result. The Fund's short positions in foreign currencies incurred losses as the U.S. Dollar weakened versus most currencies. The grain markets trended downward with soy products trading at 6-month lows. As a result, the Fund's short positions in these markets performed positively. For the month of August 2005, Series A gained 5.69% and Series B gained 8.02%, each including charges. Fund results for September 2005: In the month of September, world stock market indices, most notably Asian indices, were moving upwards; therefore Quadriga Superfund L.P.'s ("the Fund's") long positions gained. Conversely, worldwide treasuries traded lower for the month, resulting in losses for the Fund's long positions in these markets. The major metals markets - especially Gold - trended higher during September and provided a positive result for the "long" strategy established by the Fund's trading system. Long positions in foreign currencies markets were unsuccessful this month due to the strengthening of the U.S. Dollar. In September 2005, the net asset value of Series A and B increased by 0.51% and 1.06%, respectively, including charges. For the third quarter of 2005, the most profitable market group overall was the metals sector, while the greatest losses were attributable to positions in the bonds and notes. 21 Three Months Ended June 30, 2005 Series A: Net results for the quarter ended June 30, 2005 were a loss of 9.81% in net asset value compared to the preceding quarter. This decrease consisted of interest income of 0.57%, trading performance (including commissions) of -8.82% and charges of 1.56% due to management fees, organization expenses, operating expenses, and selling commissions. At June 30, 2005, the net asset value per unit of Series A was $1,288.17. Series B: Net results for the quarter ended June 30, 2005 were a loss of 13.49% in net asset value compared to the preceding quarter. This decrease consisted of interest income of 0.55%, trading performance (including commissions) of -12.55% and charges of 1.49% due to management fees, organization expenses, operating expenses, and selling commissions. Series B generally magnifies the performance for Series A during any period, either positive or negative, due to Series B's leverage of approximately 1.5 times Series A. At June 30, 2005, the net asset value per unit of Series B was $1,439.18. Fund results for April 2005: During the month of April, we saw stock markets on a decline, which resulted in a considerable loss to the Fund's long positions. In contrary, rising prices in the bond and notes markets were beneficial to the Fund's long positions in this sector. The prices for the energy markets reversed their rising trend and declined sharply. As a result, the Fund's long positions in these markets incurred significant losses. For the month of April 2005, Series A lost 12.22% and Series B lost 16.86%, including charges. Fund results for May 2005: Rising stock indices led to a positive result of the "long strategy" of the Fund for these markets. Long positions in bonds, notes and interest markets also performed well. A "long/short strategy" in the metal markets resulted in losses. Also, short positions in the grains produced a negative performance. For the month of May 2005, Series A gained 0.30% and Series B gained 0.48%, each including charges. Fund results for June 2005: As stock indices continued their rise, the Fund's long positions continued to be profitable for this month. Long positions in bonds, notes and interest markets also contributed notably to this month's positive performance due to rising prices in these sectors. Minor losses were incurred by short positions in the soft commodities and long positions in the energy markets. In June 2005, the net asset value of Series A and B increased by 2.44% and 3.56%, respectively, including charges. For the second quarter of 2005, the most profitable market group overall was the bonds and notes sector, while the greatest losses were attributable to positions in the energy markets. 22 Three Months Ended March 31, 2005 Series A: Net results for the quarter ended March 31, 2005 were a loss of 2.62% in net asset value compared to the preceding quarter. This decrease consisted of interest income of 0.53%, trading performance (including commissions) of -1.51% and charges of 1.64% due to management fees, organization expenses, operating expenses, and selling commissions. At March 31, 2005 and December 31, 2004, the net asset value per unit of Series A was $1,428.28 and $1,466.67, respectively. Series B: Net results for the quarter ended March 31, 2005 were a loss of 3.86% in net asset value compared to the preceding quarter. This decrease consisted of interest income of 0.52%, trading performance (including commissions) of -2.78% and charges of 1.58% due to management fees, organization expenses, operating expenses, and selling commissions. Series B generally magnifies the performance for Series A during any period, either positive or negative, due to Series B's leverage of approximately 1.5 times Series A. At March 31, 2005, the net asset value per unit of Series B was $1,663.54. Fund results for January 2005: The first month of the year 2005 showed a sharp decline of metal prices causing significant losses for the Fund's long positions. Also, short positions in foreign currencies were not successful due to the rising US Dollar and therefore lost considerably. Long positions in the stock index markets were also contributing to this month's negative performance. During the month of January 2005, Series A lost 9.87% and Series B lost 14.74%,including charges. Fund results for February 2005: Rising energy prices led to a positive result of the "long" strategy of the Fund for these markets. Long positions in stock index markets performed almost as well and were contributing to this month's positive Fund performance together with combined long and short positions in other financial futures sectors. A "long/short" strategy in the agricultural markets was not quite successful and marked the only noteworthy loss for this month. For February 2005, Series A gained 1.78% and Series B gained 3.94%, each including charges. Fund results for March 2005: During the first half month of March, the US Dollar was on a rise again and this development caused substantial losses to the Fund's short positions in non-domestic currencies. The trading performance of the financial futures was positive due to short positions in bonds and notes and both long and short positions in interest rates. However, the most important influence on this month's performance resulted from long positions in the energy sector, which were able to take significant profits from sharply rising prices. In March 2005, the net asset value of Series A and B increased by 6.15% and 8.49%, respectively, including charges. For the first quarter of 2005, the most profitable market group overall was the energy sector while the highest losses resulted from positions in the foreign currencies markets. 23 Three Months Ended September 30, 2004: Series A: Net results for the quarter ended September 30, 2004 were a gain of 2.72% in net asset value compared to the preceding quarter. This increase consisted of interest income of 0.19%, trading performance (including commissions) of 3.54% and charges of 1.01% due to management fees, organization expenses, operating expenses, selling commissions and incentive fees. At September 30, 2004, the net asset value per unit of Series A was $1,242.96. Series B: Net results for the quarter ended September 30, 2004 were a gain of 4.00% in net asset value compared to the preceding quarter. This increase consisted of interest income of 0.30%, trading performance (including commissions) of 5.37% and charges of 1.67% due to management fees, organization expenses, operating expenses, selling commissions and incentive fees. Series B generally magnifies the performance for Series A during any period, either positive or negative, due to Series B's leverage of approximately 1.5 times Series A. At September 30, 2004, the net asset value per unit of Series B was $1,372.57. Fund results for July 2004: For the month of July, long positions in the financial futures sector, most importantly in stock market indices were unprofitable. However, long positions in the energy sector were able to compensate for these losses by profiting from rising prices mainly in the oil and oil-related futures markets. The other market groups didn't reveal significant trends and didn't have any major influence on this month's slightly negative performance. During the month of July, Series A lost 0.16% and Series B lost 0.09%, including charges. Fund results for August 2004: After last month's rally, which persisted during the first weeks of August, oil prices gave back most of their gains resulting in a negative performance for the fund's long positions in the energy sector, which was the worst among all market groups Long positions in financial futures traded sideward, whereas long and short positions in foreign currencies were able to contribute positively to this month's trading performance. A combined long/short strategy in the agricultural sector produced a slight loss. For August, Series A decreased by 6.84% and Series B by 9.29%, each including charges. Fund results for September 2004: Due to the impact of Hurricane Ivan on the US oil production in the Gulf of Mexico, rising prices of crude oils as well as oil-related products resulted in a major gain of the fund's long positions in these markets. Long positions in metal markets were able to even outperform these gains and were the most successful contributors to this month's outstanding trading performance. The only notable losses were incurred by long positions in the financial futures sector. The net asset value of Series A and B for September gained 10.44% and 14.75%, respectively, including charges. 24 For the third quarter of 2004, the most profitable market group overall was the energy sector while positions in the stock index markets contributed the greatest amount of losses. Three Months Ended June 30, 2004 Series A: Net results for the quarter ended June 30, 2004 were a loss of 18.71% in net asset value compared to the preceding quarter. This decrease consisted of interest income of 0.23%, trading performance (including commissions) of -17.40% and charges of 1.54% due to management fees, organization expenses, operating expenses, selling commissions and incentive fees. At June 30, 2004, the net asset value per unit of Series A was $1,210.02. Series B: Net results for the quarter ended June 30, 2004 were a loss of 25.49% in net asset value compared to the preceding quarter. This decrease consisted of interest income of 0.21%, trading performance (including commissions) of -24.23% and charges of 1.47% due to management fees, organization expenses, operating expenses, selling commissions and incentive fees. Series B generally magnifies the performance for Series A during any period, either positive or negative, due to Series B's leverage of approximately 1.5 times Series A. At June 30, 2004, the net asset value per unit of Series B was $1,319.81. Fund results for April 2004: In April, long positions in stock market indices and metals were unprofitable due to falling prices in both market sectors. Long positions in the energy sector were the only notably positive contributors to the fund's performance for this month. The largest losses resulted from a combined long/short strategy in foreign currencies. During the month of April 2004, Series A lost 14.20% and Series B lost 19.59%, including charges. Fund results for May 2004: Although the downwards trend on the stock markets reversed, long positions still produced losses for the month. Long positions in the energy markets performed well and were the main source of this month's positive performance. In the financial futures sector, short positions in Bonds, Notes and Interest Rates generated slight profits. Only combined long/short positions in foreign currencies produced significant losses. For May, Series A increased by 7.21% and Series B by 9.11%, each including charges. Fund results for June 2004: In the month of June, long positions in stock indices faced a weakening of the upwards trend, but were still able to perform slightly positive. Short positions in the other financial futures sectors lost along with long positions in the metal markets. The most significant losses were incurred by long positions in the energy sector due to a sharp price-decline in these markets. 25 The net asset value of Series A and B lost 11.62% and 15.07%, respectively, including charges. For the second quarter of 2004, the most profitable market group overall was the energy sector while positions in the currencies markets contributed the greatest amount of losses. Three Months Ended March 31, 2004: Series A: Net results for the quarter ended March 31, 2004 were a gain of 13.00% in net asset value compared to the preceding quarter. This increase consisted of interest income of 0.24%, trading performance (including commissions) of 18.50% and charges of 5.75% due to management fees, organization expenses, operating expenses, selling commissions and incentive fees. At March 31, 2004, the net asset value per unit of Series A was $1,488.43. Series B: Net results for the quarter ended March 31, 2004 were a gain of 19.59% in net asset value compared to the preceding quarter. This increase consisted of interest income of 0.24%, trading performance (including commissions) of 26.31% and charges of 6.96% due to management fees, organization expenses, operating expenses, selling commissions and incentive fees. Series B generally magnifies the performance for Series A during any period, either positive or negative, due to Series B's leverage of approximately 1.5 times Series A. At March 31, 2004, the net asset value per unit of Series B was $1,771.36. Fund results for January 2004: In January, long positions in stock market indices profited considerably from upward price developments on the stock exchanges. Long positions in the metal sector performed in a successful manner along with most of the foreign currencies. Minor losses were incurred by a combination of long and short positions in the agricultural markets. During the month of January 2004, Series A gained 2.46% and Series B gained 3.49%, including charges. Fund results for February 2004: For the month of February, the continuing upwards movement on the stock exchanges resulted in further profits for long positions. Long positions in the energy and metals markets also performed notably well. In the financial futures sector, long positions in bonds, notes and interest rates also contributed to this month's positive performance. For February, Series A realized a profit of 12.65% while Series B increased by 18.63%, each including charges. Fund results for March 2004: In the month of March, the upwards trend of the stock indices reversed and caused a loss for the Fund's long positions. Also, the strengthening US Dollar caused a negative performance of long positions in foreign currencies. Long positions in the metal sector performed slightly negative, whereas energy and financial futures positions were able to realize minor gains. 26 The net asset value of Series A and B lost 2.10% and 2.59%, respectively, including charges. For the first quarter of 2004, the most profitable market group overall was the metal sector while positions in the currencies markets contributed the greatest amount of losses. OFF-BALANCE SHEET RISK The term "off-balance sheet risk" refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may result in a future obligation or loss. The Fund trades in futures and forward contracts and is therefore a party to financial instruments with elements of off-balance sheet market and credit risk. In entering into these contracts, there exists a market risk that such contracts may be significantly influenced by conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the futures interests positions of the Fund at the same time, and if Superfund Capital Management was unable to offset such positions, the Fund could experience substantial losses. Superfund 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 significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members, like some foreign exchanges, it is normally backed by a consortium of banks or other financial institutions. OFF-BALANCE SHEET ARRANGEMENTS The Fund does not engage in off-balance sheet arrangements with other entities. CONTRACTUAL OBLIGATIONS The Fund does not enter into contractual obligations or commercial commitments to make future payments of a type that would be typical for an operating company. The Fund's sole business is trading futures, both long (contracts to buy) and short (contracts to sell). All such contracts are settled by offset, not delivery. Substantially all such contracts are for settlement within four months of the trade date and substantially all such contracts are held by the Funds for less than four months before being offset or rolled over into new contracts with similar maturities. The Financial Statements of Series A and Series B each present a Condensed Schedule of Investments setting forth net unrealized appreciation (depreciation) of such Series' open future and forward currency contracts at September 30, 2005 and December 31, 2004. CRITICAL ACCOUNTING POLICIES - VALUATION OF THE FUND'S POSITIONS Superfund Capital Management believes that the accounting policies that will be most critical to the Fund's financial condition and results of operations relate to the valuation of the Fund's positions. The 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, Superfund Capital Management expects that under normal circumstances substantially all of the Fund's assets will be valued on a daily basis using objective measures. 27 ITEM 3. 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 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 Superfund 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. 28 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 September 30, 2005. All open position trading risk exposures of the Fund have been included in calculating the figures set forth below. As of September 30, 2005 and June 30, 2005, the net assets for Series A were $53,355,242 and $31,565,019, respectively, and the net assets for Series B as of such dates were $41,083,652 and $40,419,427, respectively. Series A as of September 30, 2005: SECTOR MARKET RISK (USD) % OF TOTAL CAPITALIZATION (NET ASSETS) Stock Indices 1,351,175 2.53 Financial Futures 1,161,545 2.18 Currencies 5,907,756 11.07 Agricultural Products 422,444 0.79 Energy 1,324,149 2.48 Metals 1,697,938 3.18 Series B as of September 30, 2005: SECTOR MARKET RISK (USD) % OF TOTAL CAPITALIZATION (NET ASSETS) Stock Indices 1,432,917 3.49 Financial Futures 1,229,840 3.00 Currencies 8,458,329 20.59 Agricultural Products 446,790 1.09 Energy 1,401,475 3.41 Metals 1,798,853 4.38 The following tables indicate the trading Value at Risk associated with the Fund's open positions by market category as of December 31, 2004. All open position trading risk exposures of the Fund have been included in calculating the figures set forth below. As of December 31, 2004 and December 31, 2003, the net assets for Series A were $31,768,269 and $16,144,789, respectively, and the net assets for Series B as of such dates were $42,474,364 and $22,136,771, respectively. Series A as of December 31, 2004: SECTOR MARKET RISK (USD) % OF TOTAL CAPITALIZATION (NET ASSETS) Stock Indices 2,658,322 8.37 Financial Futures 1,768,283 5.57 Currencies 3,164,525 9.96 Agricultural Products 359,234 1.13 Metals 2,475,673 7.79 29 Series B as of December 31, 2004: SECTOR MARKET RISK (USD) % OF TOTAL CAPITALIZATION (NET ASSETS) Stock Indices 4,989,526 11.75 Financial Futures 3,290,875 7.75 Currencies 5,955,673 14.02 Agricultural Products 668,748 1.57 Metals 4,956,335 10.82 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 -- gives 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 Superfund 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 September 30, 2005 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). Superfund Capital Management does not anticipate that the risk profile of the Fund's currency sector will change significantly in the future. As of September 30, 2005 the exposure to these markets was the highest among all market groups. 30 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 September 30, 2005 the exposure to these markets was relatively low in comparison to historic levels. Stock Indices Generally, the Fund's primary exposure is to the equity price risk in the G-8 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 September 30, 2005 the exposure to these markets was similar to historic levels. 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. As of September 30, 2005, the exposure to these markets was relatively low 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 are generally diversified in terms of correlation to many of the other sectors the Fund trades. The exposure to these markets as of September 30, 2005 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 are generally diversified in terms of correlation to many of the other sectors the Fund trades. The exposure to these markets as of September 30, 2005 was the lowest among all market groups. QUALITATIVE DISCLOSURES REGARDING NON-TRADING RISK EXPOSURE General On March 10, 2005, Superfund Capital Management, Inc., the General Partner of Quadriga Superfund L.P., received written notice from the Internal Revenue Service (the IRS) directed to Quadriga Superfund, L.P. that a late filing penalty in the amount of $357,500, together with accrued interest in the amount of $3,095.98, was owed to the IRS in relation to Quadriga Superfund L.P.'s 2003 income tax filings. The penalty and interest assessment were the result of the assertion by the IRS that Quadriga Superfund, L.P. did not file timely extensions and, therefore, timely tax filings for 2003. RK Alternative Investment, Inc., the tax accountant that prepared and submitted the income tax returns for Quadriga Superfund, L.P., has appealed the penalty and provided evidence of timely filings to the IRS. Based upon information provided by RK Alternative Investment, Inc., Superfund Capital Management, Inc., believes that the penalty and interest will be withdrawn by the IRS after the appeal is considered. In the event that any or all of the penalty and/or interest balance is not withdrawn after appeal, Superfund Capital Management, Inc. has committed to assume any and all liability for the penalty and/or interest. As such, Quadriga Superfund, L.P. and its limited partners will not incur any liability should the penalty and interest assessment not be withdrawn by the IRS on appeal. 31 Except as described in the preceding paragraph, the Fund is unaware of any (i) anticipated known demands, commitments or capital expenditures; (ii) material trends, favorable or unfavorable, in its capital resources; or (iii) trends or uncertainties that will have a material effect on operations. From time to time, certain regulatory agencies have proposed increased margin requirements on futures contracts. Because the Fund generally will use a small percentage of assets as margin, the Fund does not believe that any increase in margin requirements, as proposed, will have a material effect on the Fund's operations. Foreign Currency Balances The Fund's primary foreign currency balances are in the G-8 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 Superfund 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 Superfund Capital Management, severally, attempt to manage the risk of the Fund's open positions is essentially the same in all market categories traded. Superfund 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, Superfund 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. Superfund 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. ITEM 4. CONTROLS AND PROCEDURES The principal executive officer and principal financial officer of Superfund Capital Management have concluded that the Fund has effective disclosure controls and procedures to ensure that material information relating to the Fund is made known to them by others within the Fund, particularly during the period in which this quarterly report is being prepared. The principal executive officer and principal financial officer of Superfund Capital Management have evaluated the effectiveness of the Fund's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date") and have based the foregoing conclusion about the effectiveness of the Fund's disclosure controls and procedures based on their evaluation as of the Evaluation Date. During the period covered by this report, PFPC, Inc. became the administrator of the Fund, replacing the previous administrator, RK Consulting, L.L.C. Other than the change in administrator, there have been no significant changes in the Fund's internal controls or in other factors that could materially affect these controls subsequent to the date of their evaluation. 32 PART II-OTHER INFORMATION Item 1. Legal Proceedings. None Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. (c) Pursuant to the Fund's Limited Partnership Agreement, investors may redeem their Units at the end of each calendar month at the then current month-end Net Asset Value per Unit. The redemption of Units has no impact on the value of Units that remain outstanding, and Units are not reissued once redeemed. The following tables summarize the redemptions by investors during the three months ended September 30, 2005: Series A: Month Units Redeemed NAV per Unit ($) ----- -------------- ---------------- July 31, 2005 356.417 1,251.48 August 31, 2005 197.178 1,322.67 September 30, 2005 531.945 1,329.46 --------- 1,085,045 ========= Series B: Month Units Redeemed NAV per Unit ($) ----- -------------- ---------------- July 31, 2005 291.654 1,386.27 August 31, 2005 676.983 1,497.48 September 30, 2005 227.645 1,513.39 --------- 1,196.282 Item 3. Defaults upon Senior Securities. Not applicable. Item 4. Submissions of Matters to a Vote of Security Holders. None Item 5. Other Information. None Item 6. Exhibits. The following exhibits are included herewith: 31.1 Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 Certification by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 33 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on November 14, 2005. QUADRIGA SUPERFUND, L.P. (Registrant) By: Superfund Capital Management, Inc. General Partner By: /s/ Christian Baha --------------------------------------- Christian Baha President and Chief Executive Officer 34 EXHIBIT INDEX Exhibit Number Description of Document Page Number - -------------- ----------------------- ----------- 31.1 Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 E-2 31.2 Certification by Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 E-3 32.1 Certification by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 E-4 32.2 Certification by Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 E-5 E-1