AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 1, 2005
REGISTRATION NO. 333-122229
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
QUADRIGA SUPERFUND, L.P.
(Exact name of registrant as specified in its charter)
<Table>
DELAWARE 6221
(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:
DANIEL F. SPIES
SIDLEY AUSTIN BROWN & WOOD LLP
ONE SOUTH DEARBORN STREET
CHICAGO, ILLINOIS 60603
(312) 853-4167
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. [ ]
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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
---------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE POST-EFFECTIVE AMENDMENT NO. 1 TO THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS
EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS
NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR
SALE IS NOT PERMITTED.
PRELIMINARY PROSPECTUS DATED DECEMBER 1, 2005 -- (SUBJECT TO COMPLETION)
PROSPECTUS AND DISCLOSURE DOCUMENT
QUADRIGA SUPERFUND, L.P.
$87,428,165
SERIES A AND SERIES B 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 $87,428,165 for both Series A and Series B together. The two
Series are traded and managed the same way except for the degree of leverage.
The assets of each Series are segregated from the other Series and each Series
is offered separately.
The Units of each Series will be offered at a price of month-end net asset
value per unit. As of October 31, 2005, the net asset value of a Series A unit
was $1,224.10 and the net asset value of a Series B unit was $1,350.34. 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. Subscription proceeds are held
in escrow at HSBC Bank USA until released to the Series. There is no minimum
number of Units that must be sold for Units to be issued at the end of each
month.
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.
- Superfund Capital Management (formerly 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, Superfund
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 "Quadriga Superfund, L.P. First Amended and Restated 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.
---------------------
SUPERFUND CAPITAL MANAGEMENT, INC.
GENERAL PARTNER
PROSPECTUS DATED [ -- ] , 2005
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, 5 AND
35 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO
RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 6.
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, BEGINNING 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.
---------------------
SUPERFUND 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
STATE SUITABILITY REQUIREMENTS
The states listed below (or, in certain cases, in special Supplements
attached to the Prospectus) have more restrictive suitability or minimum
investment requirements for their residents. Please read the following list to
make sure that you meet the minimum suitability and/or investment requirements
for the state in which you reside. (As used below, "net worth" means net worth
exclusive of home, furnishings, and automobiles; "annual income" means annual
gross income; and "taxable income" means annual taxable income for federal
income tax purposes.)
STATE NET WORTH AND INCOME REQUIREMENTS
All states..........
minimum net worth of $150,000* or minimum net worth of $45,000*
with minimum annual gross income of $45,000.
STATE
Alaska..............
minimum $225,000 net worth or $60,000 net worth and $60,000
annual taxable income.
Arizona.............
minimum $225,000 net worth or $60,000 net worth and $60,000
annual taxable income.
California..........
minimum $500,000 net worth or $250,000 net worth and $65,000
annual income.
Iowa................
minimum $500,000 net worth or $250,000 net worth and $65,000
annual taxable income.
Kansas..............
Kansas investors should limit their investment in the
partnership and other managed futures programs to not more than
10% of their liquid net worth (cash, cash equivalents and
readily marketable securities).
Maine...............
minimum $200,000 net worth or $50,000 net worth and $50,000
annual income.
Michigan............
minimum $225,000 net worth or $60,000 net worth and $60,000
taxable income during the preceding year and the expectation of
$60,000 taxable income during the current year.
Missouri............
minimum $225,000 net worth or $60,000 net worth and $60,000
annual taxable income.
New Jersey..........
minimum $225,000 net worth or $60,000 net worth and $60,000
annual taxable income.
New Mexico..........
minimum $200,000* net worth or $75,000* net worth and $75,000
annual taxable income.
North Carolina......
minimum $225,000 net worth or $60,000 net worth and $60,000
annual taxable income.
Pennsylvania........
minimum $175,000 net worth or $100,000 net worth and $50,000
annual taxable income. (Pennsylvania investors may not invest
more than 10% of their net worth, exclusive of home,
furnishings, and automobiles in Quadriga Superfund, L.P.)
Tennessee...........
Minimum $225,000 net worth or $60,000 net worth and $60,000
annual taxable income. Tennessee investors should be aware that
the rate at which each Series' performance fee is calculated
exceeds the maximum rate for incentive/performance fees payable
under the Guidelines for Registration of Commodity Pool
Programs (the "Guidelines") adopted by the North American
Securities Administrators Association, and may, under certain
circumstances, result in Superfund Capital Management receiving
combined management and incentive fees that exceed the maximum
compensation permitted by the Guidelines. The Guidelines
provide that the maximum incentive or performance fee that
Quadriga Superfund, L.P. may charge investors is 23.3% of new
trading profits per quarter. Investors in Quadriga Superfund,
L.P. will be subject to a monthly performance fee of 25% of new
appreciation per month. On comparing Quadriga Superfund, L.P.'s
fee structure to that permitted under the Guidelines, any
Series which experiences new appreciation in any given month in
excess of 3.46% (equivalent to annual new appreciation in
excess of 41.5%) will pay a combination of management and
incentive fees to Superfund Capital Management that would
exceed the maximum fees payable under the Guidelines.
Texas...............
minimum $225,000* net worth or $60,000* net worth and $60,000
annual taxable income.
- ---------------
* Excluding home, home furnishings and automobiles.
iii
ORGANIZATIONAL CHART
The organizational chart below illustrates the relationships among the
various service providers of this offering. Superfund Capital Management is both
the general partner and trading advisor for each Series. The selling agents
(other than Superfund Asset Management, Inc. (formerly Quadriga Asset
Management, Inc.)) and clearing brokers are not affiliated with Superfund
Capital Management or each Series.
[ORGANIZATIONAL CHART: Christian Baha is the 100% owner of Superfund
Capital Management, Inc., which serves as the General Partner and Trading
Advisor of Quadriga Superfund, L.P. Investors purchase limited partnership units
in Quadriga Superfund, L.P. Christian Baha is also a 66% owner of Superfund
Asset Management, Inc., which serves as the Introducing Broker and Broker-Dealer
for Quadriga Superfund, L.P. Superfund Asset Management, Inc. has entered into a
Selling Agreement with Quadriga Superfund, L.P. and Introducing Broker
Agreements with various Clearing Firms. Superfund Asset Management has also
entered into several Additional Selling Agreements with other members of the
Selling Group. Quadriga Superfund, L.P. has entered into Clearing Agreements
with the Clearing Firms.]
(1) If the maximum number of Units are sold publicly, Superfund 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.
iv
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 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
Superfund Capital Management, Inc...................... 3
Charges to Each Series................................. 4
Superfund Capital Management, Inc...................... 4
Dealers and Others..................................... 4
Breakeven Analysis..................................... 4
Distributions and Redemptions.......................... 5
Federal Income Tax Aspects............................. 5
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
Superfund 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 Management 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
Superfund Capital Management in Deciding Whether to
Buy Units............................................. 10
Conflicts of Interest.................................. 10
Lack of Independent Experts Representing Investors..... 10
Reliance on Superfund 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>
v
<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
SUPERFUND CAPITAL MANAGEMENT, INC. ......................... 13
Description............................................... 13
The Trading Advisor....................................... 14
Trading Systems........................................... 14
Potential Inability to Trade or Report Due to Systems
Failure................................................ 15
PAST PERFORMANCE OF QUADRIGA SUPERFUND, L.P. ............... 16
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS................................. 20
Introduction.............................................. 20
Capital Resources......................................... 20
Liquidity................................................. 20
Results of Operations..................................... 20
Off-Balance Sheet Risk.................................... 26
Critical Accounting Policies -- Valuation of the Fund's
Positions.............................................. 27
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK...................................................... 27
Introduction.............................................. 27
Past Results Not Necessarily Indicative of Future
Performance........................................... 27
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................................................ 28
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............................................. 31
Interest Rates......................................... 31
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
CONFLICTS OF INTEREST....................................... 33
Superfund Capital Management, Inc. .................... 33
Superfund Asset Management, Inc........................ 33
The Clearing Brokers................................... 34
</Table>
vi
<Table>
The Selling Agents..................................... 34
Fiduciary Duty and Remedies............................ 34
Indemnification and Standard of Liability.............. 35
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............................................. 37
THE CLEARING BROKERS........................................ 37
ADM Investor Services, Inc. .............................. 37
Fimat USA, Inc. .......................................... 37
Man Financial Inc. ....................................... 38
Bear Stearns Forex Inc. and Bear, Stearns Securities
Corp. ................................................. 38
Barclays Capital Inc. .................................... 39
DISTRIBUTIONS AND REDEMPTIONS............................... 39
Distributions............................................. 39
Redemptions............................................... 40
Net Asset Value........................................... 40
QUADRIGA SUPERFUND, L.P. FIRST AMENDED AND RESTATED LIMITED
PARTNERSHIP AGREEMENT..................................... 41
Organization and Limited Liabilities...................... 41
Management of Fund Affairs................................ 41
The Administrator......................................... 41
Sharing of Profits and Losses............................. 42
Federal Tax Allocations................................... 42
Dispositions.............................................. 42
Dissolution and Termination of Each Series................ 42
Amendments and Meetings................................... 43
Indemnification........................................... 43
Reports to Limited Partners............................... 43
FEDERAL INCOME TAX ASPECTS.................................. 44
Each Series' Partnership Tax Status....................... 44
Taxation of Limited Partners on Profits and Losses of Each
Series................................................. 44
Deduction of Series Losses by Limited Partners............ 44
"Passive-Activity Loss Rules" and Their Effect on the
Treatment of Income and Loss........................... 44
Cash Distributions and Unit Redemptions................... 44
Potential Series-Level Consequences of Withdrawals and
Transfers of Units..................................... 45
Gain or Loss on Section 1256 Contracts and Non-Section
1256 Contracts......................................... 45
Tax on Capital Gains and Losses........................... 45
Interest Income........................................... 45
Limited Deduction for Certain Expenses.................... 45
Syndication Fees.......................................... 46
Investment Interest Deductibility Limitations............. 46
Unrelated Business Taxable Income......................... 46
</Table>
vii
<Table>
Taxation of Foreign Limited Partners...................... 46
IRS Audits of the Fund and its Limited Partners........... 47
State and Other Taxes..................................... 47
INVESTMENT BY ERISA ACCOUNTS................................ 48
General................................................... 48
"Plan Assets"............................................. 48
Ineligible Purchasers..................................... 49
PLAN OF DISTRIBUTION........................................ 49
Subscription Procedure.................................... 49
Representations and Warranties of Investors in the
Subscription Agreement................................. 50
Minimum Investment........................................ 50
Investor Suitability...................................... 51
The Selling Agents........................................ 51
CERTAIN LEGAL MATTERS....................................... 51
EXPERTS..................................................... 51
INDEX TO FINANCIAL STATEMENTS............................... 52
INDEPENDENT AUDITORS' REPORT
Quadriga Superfund, L.P................................... 69
Quadriga Capital Management, Inc. ........................ 92
PART TWO -- STATEMENT OF ADDITIONAL INFORMATION............. 100
TABLE OF CONTENTS........................................... 101
Strategy.................................................... 102
Why Superfund............................................... 109
Glossary.................................................... 109
The Futures and Forward Markets............................. 110
Regulation.................................................. 111
Advantages of Futures Fund Investments...................... 112
Potential Disadvantages of Futures Fund Investments......... 113
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
Representations........................................... C-1
EXHIBIT D: Quadriga Superfund, L.P. Subscription
Agreement................................................. D-1
EXHIBIT E: Quadriga Superfund, L.P. Request for Transfer
Form...................................................... E-1
</Table>
An electronic version of this Prospectus is available on a special web site
(http://www.superfund.com) being maintained by Superfund Capital Management,
Inc.
viii
SUMMARY
GENERAL
Quadriga Superfund, L.P. (the "Fund") is offering two separate series of
limited partnership units ("Units"): Quadriga Superfund, L.P. Series A and
Quadriga Superfund, L.P. Series B (each, a "Series"). Each Series trades
speculatively in the U.S. and international futures and cash foreign currency
markets. Specifically, each Series trades in a portfolio of more than 100
futures and cash foreign currency markets using a fully automated computerized
trading system developed by Christian Baha, President of Superfund Capital
Management, Inc., a Grenada corporation and general partner of the Fund and
Christian Halper, Chief Technology Officer of affiliates of Superfund Capital
Management. This trading system is licensed to Superfund 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. Superfund Capital Management may also formulate new approaches to
carry out the overall investment objective of each Series. Superfund 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 Superfund Q-AG, a private non-U.S. fund managed by Quadriga
Trading Management, Inc., an affiliate of Superfund Capital Management. The
leverage and trading methodology employed with respect to Series B is the same
as that for Superfund GCT, a private non-U.S. fund managed by Quadriga Fund
Management (also an affiliate of Superfund Capital Management). Series B is
leveraged approximately 1.5 times Series A. Performance information for each
Series is shown beginning on page 16 and for these private, non-U.S. funds
beginning on page 104 of the Prospectus.
Each Series trades in more than 100 futures and cash foreign currency
markets globally, including both commodity and financial futures. The primary
sectors that each Series may trade are: currencies, livestock, agricultural,
metals, interest rates, energy, stock indices and grains. Each Series will
emphasize instruments with low correlation and high liquidity for order
execution.
The proprietary software technology embodied in Superfund Capital
Management's trading system examines a broad array of investments around the
world to identify possible opportunities that fit within Superfund 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 is designed to isolate 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 into consideration macro variables such as overall
risk capital and portfolio volatility. All transactions are then executed using
a fully automated computerized system.
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.
- Each Series will accept subscriptions throughout the continuing offering
period, which can be terminated by Superfund Capital Management at any
time. Superfund 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.
1
- The selling agents will use their best efforts to sell the Units offered,
without any firm underwriting commitment. Superfund Capital Management is
also offering Units, through Superfund Asset Management, Inc., to
potential investors by distributing this Prospectus and making it
available on a special internet website (http://www.superfund.com).
Superfund 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. Superfund 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 QUADRIGA SUPERFUND, L.P.
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.
Each Series has from time to time in the past experienced drawdowns.
Investments managed by Superfund Capital Management 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.
- 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) Superfund 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
(2) Superfund 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, Superfund
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) Superfund 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 the
past performance of Superfund Capital Management or each Series is not
necessarily indicative of future results of a Series.
- Superfund 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. Superfund 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 Superfund
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 trading profits and other income of
the Series in which you invest. 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 Superfund 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.
- Superfund 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 Superfund 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.
- Investors in each Series get the advantage of limited liability in highly
leveraged trading.
SUPERFUND CAPITAL MANAGEMENT, INC.
Superfund 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 Superfund Capital Management manage various
offshore investment funds with strategies substantially similar to that of each
Series.
3
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.
SUPERFUND 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 Superfund Asset Management, Inc. an affiliate
of Superfund Capital Management, in monthly installments of 1/12 of 4% of
the month end net asset value of each Series. The maximum cumulative
selling commission per Unit sold pursuant to this Prospectus is 10% of
the initial public offering price for such Unit.
- 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
Superfund Asset Management, a portion will be paid to the clearing broker
for execution and clearing costs, and the balance will paid to Superfund
Asset Management.
- "Bid-ask" spreads and prime brokerage fees for off-exchange contracts.
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.
4
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 Superfund Capital Management which may deny a 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. Superfund 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
Superfund Capital Management believes that all of the income expected to be
generated by each Series will constitute "qualifying income" and has so advised
Sidley Austin Brown & Wood LLP. As a result, in the opinion of Sidley Austin
Brown & Wood LLP, Chicago, Illinois, each Series 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 Superfund 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 such
investments 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 Superfund 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.
5
FEES TO BE PAID BY QUADRIGA SUPERFUND
<Table>
<Caption>
RECIPIENT PERCENTAGE
--------- ----------
Superfund Capital Management
Management Fee......................................... 1.85%
Performance Fee........................................ 25.00%
Organization and Offering Expenses....................... 1.00%
Operating Expenses..................................... 0.15%
Superfund Asset Management
Sales Commission....................................... 4.00%*
</Table>
- ---------------
* Pursuant to National Association of Securities Dealers, Inc. ("NASD") rules,
the maximum cumulative sales commission per Unit is 10.00% of the initial
public offering price of such Unit.
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 ("NFA") and exchange fees. For Units sold by Superfund Asset
Management, a portion of this commission will be paid to the clearing broker and
the balance will be paid to Superfund 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. Superfund 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, Superfund 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. First Amended and Restated 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 Superfund 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 (the "CFTC"). 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
SUPERFUND CAPITAL MANAGEMENT ANALYZES ONLY TECHNICAL MARKET DATA, NOT ANY
ECONOMIC FACTORS EXTERNAL TO MARKET PRICES
The trading systems used by Superfund Capital Management 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,
Superfund Capital Management'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
Superfund Capital Management, 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 Superfund Capital Management'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 Superfund Capital Management manages, the more difficult it
may be for Superfund Capital Management 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
Superfund Capital Management to modify its trading decisions for each Series
which could have a detrimental effect on your investment.
8
EACH SERIES' TRADING IS NOT TRANSPARENT
Superfund Capital Management makes each Series' trading decisions. While
Superfund Capital Management 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 MANAGEMENT AND PERFORMANCE FEES
Although each Series treats the management 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 management and performance 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 management and performance 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. First Amended and Restated Limited Partnership Agreement (the
"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 SUPERFUND 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
Superfund Capital Management has a conflict of interest because it acts as
the general partner and sole trading advisor for each Series. Since Superfund
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 Superfund Capital Management were established by it and were not the
subject of arm's-length negotiation. Furthermore, the fact that Superfund Asset
Management is an affiliate of Superfund Capital Management presents the
possibility of Superfund Capital Management increasing the level of trading to
generate greater commission income for Superfund Asset Management. See
"Conflicts of Interest."
LACK OF INDEPENDENT EXPERTS REPRESENTING INVESTORS
Superfund 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 SUPERFUND CAPITAL MANAGEMENT
The incapacity of Superfund Capital Management's principals could have a
material and adverse effect on Superfund Capital Management's ability to
discharge its obligations under the Partnership Agreement. Neither Superfund
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 Superfund Capital Management.
POSSIBILITY OF TERMINATION OF EACH SERIES BEFORE EXPIRATION OF ITS STATED TERM
As general partner, Superfund 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
NFA of Superfund 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 Superfund Capital Management is 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 Superfund 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
do local traders, and the historical market data on which Superfund Capital
Management bases its strategies
11
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 Superfund Capital Management and if Superfund 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. Superfund
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.
12
SUPERFUND CAPITAL MANAGEMENT, INC.
DESCRIPTION
Superfund 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 CFTC as a
commodity pool operator since May 9, 2001 and has been a member of the NFA in
that capacity since January 7, 2003. As of September 30, 2005, Superfund Capital
Management and its affiliates had approximately $1.62 billion in assets under
management in the futures and forward markets (including approximately $631
million (EURO equivalent) in assets traded pursuant to the same program as
traded by Series A and $751 million in assets traded pursuant to the same
program as traded in Series B). Christian Baha owns 100% of Superfund Capital
Management and Quadriga Investment Advisory, Inc. and 50% of two of their
affiliates, Quadriga Fund Management, Inc. and Quadriga Trading Management, Inc.
The principals of Superfund Capital Management are Christian Baha, Konrad
Konigswieser and Markus Weigl. 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. Superfund Capital Management has agreed that its capital account
as general partner of each Series at all 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 Superfund 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, age 37, is Superfund Capital Management's President and founder
as well as a Director. He is a graduate of the police academy in Vienna, Austria
and studied at 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
and has assets under management totaling more than $350 million as of September
30, 2005. Mr. Baha resides in Monte Carlo where he directs the strategic
worldwide expansion of the Superfund Group of Companies. He is also an
associated person and principal of Superfund Asset Management, introducing
broker and broker-dealer for each Series, which positions he has held since July
1999 and June 1997, respectively.
Konrad Konigswieser, age 26, is Superfund Capital Management's Vice
President and Corporate Secretary. He has been employed by Superfund Capital
Management or its affiliates since May 2005. Mr. Konigswieser received a
Magister's Degree (the equivalent of an MBA) in April 2005 from Vienna
University of Economics and Business Administration with concentrations in
industrial economics and accounting and auditing. While pursuing his Magister's
Degree, Mr. Konigswieser was employed part-time by Manfred Schaffer in Vienna
where, from October 2002 to November 2004, his duties included tax consultancy,
management analysis, making tax declarations and bookkeeping. Mr. Konigswieser
also participated in an internship with PricewaterhouseCoopers in September
2002. His duties included due diligence field work, valuation work and research
activities. From February 2001 to March 2001 Mr. Konigswieser was employed by
Pi-Five for Communication & Campaigning, a communications firm in Vienna where
he was responsible for an eight person team and coordinated, supervised and
oversaw the execution of events in an election campaign.
Markus Weigl, age 36, is a Director of Superfund Capital Management, Inc.
Mr. Weigl graduated from the University of Vienna with a Bachelor of Arts degree
in 1994. After post-graduate studies at Georgetown University in Washington
D.C., Mr. Weigl began his career in 1996 at ABS, Austria's first discount
brokerage
13
firm, where he served as Assistant to the Managing Director until March 2000.
After leaving ABS, Mr. Weigl has directed public relations as well as financial
management for various affiliated members of the Superfund Group of Companies.
He was CEO of Quadriga Beteiligungs & Vermogens AG (now Superfund Beteiligungs &
Vermogens AG), Vienna from March 2000 until June 2004 and he was the Managing
Director of Superfund Asset Management GmbH, Vienna from April 2000 until
September 2004. In April 2004 he became Managing Director of Superfund Group
Monaco S.A.M., and in June, 2005, he was appointed Chief Investment Officer.
THE TRADING ADVISOR
Pursuant to the Partnership Agreement, Superfund Capital Management has the
sole authority and responsibility for managing the Fund and for directing the
investment and reinvestment of each Series' assets. Although Superfund 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
Superfund Capital Management makes each Series' trading decisions using a
fully automated computerized trading system, "TradeCenter", which trades in more
than 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 Superfund Capital Management.
Superfund Capital Management and its affiliates trade in more than 100
futures markets globally, including both commodity and financial futures and
cash foreign currencies. The primary sectors that each Series may trade are:
currencies, meat, agricultural, metals, bonds, energy, stock indices, and
grains. TradeCenter emphasizes instruments with low correlation and high
liquidity for order execution.
Superfund 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. Superfund 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. 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.
14
POTENTIAL INABILITY TO TRADE OR REPORT DUE TO SYSTEMS FAILURE
Superfund 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 Superfund 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.
15
PAST PERFORMANCE OF QUADRIGA SUPERFUND, L.P.
<Table>
Quadriga Superfund, L.P. -- Series
Name of Pool..................................... A
General Partner.................................. Superfund Capital Management, Inc.
Inception of Trading............................. November 2002
Aggregate Subscriptions as of October 31, 2005... $63.85 million
Net Asset Value as of October 31, 2005........... $51.47 million
Worst Monthly % Drawdown (March 2003)............ (20.12%)
Worst Peak-to-Valley % Drawdown (February 2004 to
August 2004)................................... (25.97%)
</Table>
HISTORICAL PERFORMANCE
<Table>
<Caption>
2002 2003 2004 2005
---- ---- ---- ----
Jan.................. Jan....... 11.38% Jan....... 2.46% Jan....... (9.87%)
Feb.................. Feb....... 12.00% Feb....... 12.65% Feb....... 1.78%
Mar.................. Mar....... (20.12%) Mar....... (2.10%) Mar....... 6.15%
Apr.................. Apr....... 0.51% Apr....... (14.20%) Apr....... (12.22%)
May.................. May....... 15.04% May....... 7.21% May....... 0.30%
Jun.................. Jun....... (8.37%) Jun....... (11.62%) Jun....... 2.44%
Jul.................. Jul....... (8.77%) Jul....... (0.16%) Jul....... (2.85%)
Aug.................. Aug....... 2.16% Aug....... (6.84%) Aug....... 5.69%
Sep.................. Sep....... 0.12% Sep....... 10.44% Sep....... 0.51%
Oct.................. Oct....... 3.99% Oct....... 4.88% Oct....... (7.92%)
Nov.................. (3.59%) Nov....... (1.75%) Nov....... 12.30%
Dec.................. 13.65% Dec....... 19.45% Dec....... 0.19%
ANNUAL............... 9.56% ANNUAL.... 20.23% ANNUAL.... 11.34% ANNUAL.... (16.54%)
</Table>
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.
NET ASSET VALUE
Net Asset Value of each Series is that Series' assets less liabilities
determined in accordance with accounting principles generally accepted in the
United States.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
- ---------------
16
<Table>
Quadriga Superfund, L.P. -- Series
Name of Pool..................................... B
General Partner.................................. Superfund Capital Management, Inc.
Inception of Trading............................. November 2002
Aggregate Subscriptions as of October 31, 2005... $48.72 million
Net Asset Value as of October 31, 2005........... $36.48 million
Worst Monthly % Drawdown (March 2003)............ (29.11%)
Worst Peak-to-Valley % Drawdown (February 2004 to
August 2004)................................... (34.22%)
</Table>
HISTORICAL PERFORMANCE
<Table>
<Caption>
2002 2003 2004 2005
---- ---- ---- ----
Jan.................. Jan........ 17.59% Jan........ 3.48% Jan........ (14.74%)
Feb.................. Feb........ 17.07% Feb........ 18.63% Feb........ 3.94%
Mar.................. Mar........ (29.11%) Mar........ (2.59%) Mar........ 8.49%
Apr.................. Apr........ 0.87% Apr........ (19.60%) Apr........ (16.86%)
May.................. May........ 21.90% May........ 9.11% May........ 0.48%
Jun.................. Jun........ (11.57%) Jun........ (15.07%) Jun........ 3.56%
Jul.................. Jul........ (11.96%) Jul........ (0.09%) Jul........ (3.68%)
Aug.................. Aug........ 3.43% Aug........ (9.29%) Aug........ 8.02%
Sep.................. Sep........ 0.04% Sep........ 14.75% Sep........ 1.06%
Oct.................. Oct........ 5.92% Oct........ 7.01% Oct........ (10.77%)
Nov.................. (5.84%) Nov........ (2.04%) Nov........ 17.33%
Dec.................. 23.17% Dec........ 27.33% Dec........ 0.41%
ANNUAL............... 15.98% ANNUAL..... 27.71% ANNUAL..... 16.82% ANNUAL..... (21.96%)
</Table>
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.
NET ASSET VALUE
Net Asset Value of each Series is that Series' assets less liabilities
determined in accordance with accounting principles generally accepted in the
United States.
PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
17
SELECTED FINANCIAL INFORMATION
The Selected Financial Information for the years ended December 31, 2004,
2003 and 2002 is taken from the audited financial statements of Quadriga
Superfund. See "Index to Financial Statements." Quadriga Superfund commenced
trading operations on November 5, 2002.
<Table>
<Caption>
DECEMBER 31, 2004 DECEMBER 31, 2003 DECEMBER 31, 2002
------------------------- ------------------------- -----------------------
SERIES A SERIES B SERIES A SERIES B SERIES A SERIES B
----------- ----------- ----------- ----------- ---------- ----------
INCOME STATEMENT DATA
INVESTMENT INCOME:
Interest income:......... $ 291,745 $ 376,469 $ 73,045 $ 99,890 $ 1,100 $ 1,543
EXPENSES:
Total expenses:.......... $ 3,313,656 $ 5,236,419 $ 1,298,917 $ 2,158,764 $ 49,137 $ 132,114
Net investment losses:... $(3,021,911) $(4,859,950) $(1,225,872) $(2,058,874) $ (48,037) $ (130,571)
REALIZED AND UNREALIZED
GAIN:
Net realized gain on
futures and forward
contracts:............. $ 5,753,291 $10,178,977 $ 1,867,602 $ 3,065,723 $ 88,636 $ 273,596
Net change in unrealized
appreciation on futures
and forward
contracts:............. $ 174,704 $ 259,633 $ 1,472,256 $ 2,562,594 $ 68,338 $ 192,020
NET INCREASE IN NET ASSETS
FROM OPERATIONS PER
UNIT:.................... $ 149.44 $ 249.10 $ 221.61 $ 321.42 $ 95.62 $ 159.77
BALANCE SHEET DATA
Total assets:............ $32,841,020 $44,988,922 $18,117,295 $24,654,331 $2,232,474 $3,283,459
Total liabilities:....... $ 1,072,751 $ 2,514,558 $ 1,972,506 $ 2,517,560 $1,016,039 $1,086,478
Net assets:.............. $31,768,269 $42,474,364 $16,144,789 $22,136,771 $1,216,435 $2,196,981
Net asset value per
Unit:.................. $ 1,466.67 $ 1,730.29 $ 1,317.23 $ 1,481.19 $ 1,095.62 $ 1,159.77
</Table>
SELECTED QUARTERLY FINANCIAL DATA
The following summarized quarterly financial information presents the
results of operations for the three month periods ended March 31, June 30 and
September 30, 2005 and for the three month periods ended March 31, June 30,
September 30 and December 31, 2004 and 2003. This information has not been
audited.
<Table>
<Caption>
THIRD QUARTER 2005 SECOND QUARTER 2005 FIRST QUARTER 2005
----------------------- ------------------------- -----------------------
SERIES A SERIES B SERIES A SERIES B SERIES A SERIES B
---------- ---------- ----------- ----------- --------- -----------
INTEREST INCOME:............ $ 320,899 $ 297,409 $ 196,075 $ 254,037 $ 168,028 $ 214,765
NET REALIZED AND UNREALIZED
GAINS (LOSSES):........... $2,818,902 $3,038,791 $(2,537,002) $(4,813,347) $ (14,940) $ (534,676)
EXPENSES:................... $1,375,003 $1,301,670 $ 861,290 $ 1,239,387 $ 909,898 $ 1,198,706
NET INCOME (LOSS):.......... $1,764,798 $2,034,530 $(3,202,217) $(5,798,697) $(756,810) $(1,518,617)
NET INCOME (LOSS) PER
UNIT:..................... $ 43.97 $ 74.95 $ (130.68) $ (206.47) $ (33.99) $ (59.25)
</Table>
<Table>
<Caption>
FOURTH QUARTER 2004 THIRD QUARTER 2004 SECOND QUARTER 2004 FIRST QUARTER 2004
----------------------- ----------------------- ------------------------- -----------------------
SERIES A SERIES B SERIES A SERIES B SERIES A SERIES B SERIES A SERIES B
---------- ---------- ---------- ---------- ----------- ----------- ---------- ----------
INTEREST INCOME:..... $ 109,482 $ 142,752 $ 79,511 $ 98,700 $ 60,734 $ 76,892 $ 42,018 $ 58,125
NET REALIZED AND
UNREALIZED GAINS
(LOSSES):.......... $5,465,591 $9,879,393 $1,321,605 $2,233,922 $(4,293,466) $(8,356,273) $3,434,265 $6,681,568
EXPENSES:............ $ 814,690 $1,229,193 $ 689,629 $1,018,793 $ 601,963 $ 924,696 $1,207,374 $2,063,737
NET INCOME (LOSS):... $4,760,383 $8,792,952 $ 711,487 $1,313,829 $(4,834,695) $(9,204,077) $2,268,909 $4,675,956
NET INCOME (LOSS) PER
UNIT:.............. $ 219.77 $ 358.21 $ 34.24 $ 53.72 $ (257.11) $ (411.03) $ 158.26 $ 267.86
</Table>
18
<Table>
<Caption>
FOURTH QUARTER 2003 THIRD QUARTER 2003 SECOND QUARTER 2003 FIRST QUARTER 2003
----------------------- ----------------------- --------------------- -----------------------
SERIES A SERIES B SERIES A SERIES B SERIES A SERIES B SERIES A SERIES B
---------- ---------- --------- ----------- -------- ---------- --------- -----------
INTEREST INCOME:..... $ 27,818 $ 36,034 $ 23,095 $ 31,377 $ 14,402 $ 21,452 $ 7,730 $ 11,027
NET REALIZED AND
UNREALIZED GAINS
(LOSSES):.......... $3,278,762 $5,931,233 $(377,913) $ (872,130) $485,801 $1,011,309 $ (46,792) $ (442,095)
EXPENSES:............ $ 427,268 $ 635,783 $ 319,388 $ 500,881 $222,729 $ 341,604 $ 329,532 $ 680,496
NET INCOME (LOSS):... $2,879,312 $5,331,485 $(674,206) $(1,341,634) $277,474 $ 691,157 $(368,594) $(1,111,564)
NET INCOME (LOSS) PER
UNIT:.............. $ 234.92 $ 356.73 $ (62.02) $ (98.41) $ 36.50 $ 64.10 $ (95.80) $ (198.64)
</Table>
There were no extraordinary, unusual or infrequently occurring items
recognized in any quarter reported above, and Quadriga Superfund has not
disposed of any segments of its business.
19
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. From inception through the period ended September 30,
2005, subscriptions totaling $105,481,187 had been accepted and redemptions over
the same period totaled $18,177,458.
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
2005
Series A:
Net results for the nine months ended September 30, 2005 were a loss of
9.36% in net asset value compared to the preceding year. This decrease consisted
of interest income of 2.92%, trading performance (including commissions) of
- -4.26% and charges of 8.01% 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 nine months ended September 30, 2005 were a loss of
12.54% in net asset value compared to the preceding year. This decrease
consisted of interest income of 1.82%, trading performance (including
commissions) of -9.45% and charges of 4.90% due to management fees, organization
expenses, operating expenses and selling commissions. The performance of Series
B, either positive or negative, is generally magnified compared to Series A
during any period 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 3RD QUARTER 2005
In the month of September, world stock market indices, most notably Asian
indices, were moving upwards; therefore the Fund's long positions in these
markets 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
in September due to the strengthening of the U.S. Dollar.
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.
In the month of July, 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 third quarter of 2005, the most profitable market group overall was
the metals sector, while the greatest losses were attributable to positions in
bonds and notes.
FUND RESULTS FOR 2ND QUARTER 2005:
As stock indices continued their rise in June, the Fund's long positions in
these markets continued to be profitable for the month. Long positions in bonds,
notes and interest markets also contributed notably to June'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.
Rising stock indices led to a positive result in the "long strategy" of the
Fund for these markets in May. Long positions in bonds, notes and interest
markets also performed well. A "long/short strategy" in the metals markets
resulted in losses. Also, short positions in the grains markets produced
negative performance.
During the month of April, stock markets declined, 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 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.
FUND RESULTS FOR 1ST QUARTER 2005:
During the first half month of March, the U.S. Dollar was on a rise again
and this development caused substantial losses to the Fund's short positions in
non-U.S. currencies. The trading performance in 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 March's performance
resulted from long positions in the energy sector, which were able to take
significant profits from sharply rising prices.
In February, 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 contributed to February'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 successful
and marked the only noteworthy loss for February.
21
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 U.S. Dollar and
therefore lost considerably. Long positions in the stock index markets also
contributed to January's negative performance.
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.
2004
Series A:
Net results for the year ended December 31, 2004 were a gain of 11.34% in
net asset value compared to the preceding year. This increase consisted of
interest income of 1.18%, trading performance (including commissions) of 20.98%,
and charges of 10.82%, due to management fees, organization expenses, operating
expenses, selling commissions and incentive fees. At December 31, 2004 the net
asset value per Unit of Series A was $1,466.67.
Series B:
Net results for the year ended December 31, 2004 were a gain of 16.82% in
net asset value compared to the preceding year. This increase consisted of
interest income of 1.15%, trading performance (including commissions) of 27.67%,
and charges of 12.0%, due to management fees, organization expenses, operating
expenses, selling commissions and incentive fees. Series B generally magnifies
the performance for Series A during any period, either positive or negative, due
to Series B's leverage of approximately 1.5 times Series A. At December 31, 2004
the net asset value per Unit of Series B was $1,730.29.
FUND RESULTS FOR 4TH QUARTER 2004:
Although falling prices in bonds, notes and interest rates caused losses
for long positions in these markets in December, the financial futures sector
was still able to incur gains due to the year-end rally of world stock index
futures. A short strategy in the metals sector caused some losses for the Fund
due to strengthening metal prices. The agricultural sector didn't reveal any
significant trend and the Fund's combined long/short allocation resulted in
minor losses.
Rising prices in the financial futures sector -- most significantly for the
stock indices -- allowed the Fund's long positions to gain in November. Long
positions in the foreign currency markets performed outstandingly well and were
the main source of November's positive performance. In the metals sector, long
positions also performed very well. Only long positions in energy markets
produced a noteworthy loss due to the sharp decline of prices during the first
half of the month.
In the month of October, long positions in the energy sector were the most
positive contributors to the fund's performance together with long positions in
foreign currencies. To a lesser extent, long positions in the financial futures
sector were able to incur significant gains. Long positions in the metals
sector, however, resulted in the only noteworthy losses in October.
For the fourth quarter of 2004, the most profitable market group overall
was the currencies sector while positions in the agricultural markets showed the
weakest performance.
FUND RESULTS FOR 3RD QUARTER 2004:
Due to the impact of Hurricane Ivan on the U.S. 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 in September. Long
positions in metal markets were able to even outperform these gains and were the
most successful contributors to September's outstanding trading performance. The
only notable losses were incurred by long positions in the financial futures
sector.
22
After July'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 in August, 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 August's trading performance. A combined long/short strategy in
the agricultural sector produced a slight loss.
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 July's slightly negative performance.
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.
FUND RESULTS FOR 2ND QUARTER 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 positively. 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.
Although the downwards trend on the stock markets reversed in May, long
positions still produced losses for the month. Long positions in the energy
markets performed well and were the main source of May'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.
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 notable positive contributors to the Fund's
performance for April. The largest losses resulted from a combined long/short
strategy in foreign currencies.
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.
FUND RESULTS FOR 1ST QUARTER 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 U.S. 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.
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
February's positive performance.
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.
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.
2003
Series A:
Net results for the year ended December 31, 2003 were a gain of 20.23% in
net asset value compared to the preceding year. This increase consisted of
interest income of approximately 0.75%, trading performance
23
(including commissions) of approximately 26.29% and charges of approximately
6.81% due to management fees, organization expenses, operating expenses, selling
commissions and incentive fees. At December 31, 2003 the net asset value per
Unit of Series A was $1,317.23.
Series B:
Net results for the year ended December 31, 2003 were a gain of 27.71% in
net asset value compared to the preceding year. This increase consisted of
interest income of approximately 0.74%, trading performance (including
commissions) of approximately 34.44% and charges of approximately 7.47% due to
management fees, organization expenses, operating expenses, selling commissions
and incentive fees. Series B generally magnifies the performance for Series A
during any period, either positive or negative, due to Series B's leverage of
approximately 1.5 times Series A. At December 31, 2003 the net asset value per
Unit of Series B was $1,481.19.
FUND RESULTS FOR 4TH QUARTER 2003:
In the month of December, stock markets were on a rise. Therefore, long
positions in this sector were profitable. A major contribution to December'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.
In the month of November, most of the major foreign currencies
strengthened, 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 in October reversed. These developments
caused a loss in the long and short strategy of the 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.
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. The strong increase of metal prices also contributed to a
positive trading performance.
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.
FUND RESULTS FOR 3RD QUARTER 2003:
The sharp decline in crude oil prices and oil-related products during the
first days of September 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
September. In the financial futures sector, long positions were profitable.
The Fund's long stock index positions were profitable in August 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 August resulted from long positions
in the metal markets, although precious metals showed an upwards movement.
In July a significant upwards trend of the U.S. 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.
24
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 2ND QUARTER 2003:
The long upward trend of financial futures prices came to a sudden end in
June 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 U.S. Dollar stopped and the U.S.
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 in June.
The worldwide economy started to show some signs of strengthening in May,
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 May's extraordinary positive
performance. Long positions in energy products benefited from the end of the
downward trend of oil-related products.
In April, 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 various currency 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 April. In the metal sector, short positions suffered from rising
prices.
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 1ST QUARTER 2003:
The military operation in Iraq caused a sudden upward movement in stock
markets in March. 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 U.S. 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. Short positions in metals offset
the losses slightly (this sector was the only one with a positive contribution
to March's trading results).
In February, 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. The prices of agricultural
products as well as of gold and silver decreased significantly resulting in
losses in long positions in these markets.
In January, 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.
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.
25
2002
Series A:
The return for the year ended December 31, 2002 was 9.56%. Of this 9.56%
increase, approximately 14.0% was due to trading gains (before commissions) and
approximately 0.1% was due to interest income, offset by approximately 4.5% due
to management fees, organization expenses, operating expenses, selling
commissions and incentive fees.
Series B:
The return for the year ended December 31, 2002 was 15.98%. Of this 15.98%
increase, approximately 23.2% was due to trading gains (before commissions) and
approximately 0.1% was due to interest income, offset by approximately 7.3% due
to management fees, organization expenses, operating expenses, selling
commission and incentive fees.
FUND RESULTS FOR 4TH QUARTER 2002 (COMMENCEMENT OF OPERATIONS):
Most positions established during November 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 U.S. 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 in December came from coffee and corn as well as some of the
metals (with the exception of gold and silver).
The Fund started trading on November 5, 2002 with invested capital of
$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).
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
26
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 contracts and
forward currency contracts, 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 Fund for less than four months
before being offset or rolled over into new contracts with similar maturities.
The Financial Statements of Series A and Series B each present a Condensed
Schedule of Investments setting forth net unrealized appreciation (depreciation)
of such Series' open 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 Fund uses the
amortized cost method for valuing U.S. Treasury Bills; accordingly, the cost of
securities plus accreted discount, or minus amortized premium approximate fair
value. The majority of the Fund's positions will be exchange-traded futures
contracts, which will be valued daily at settlement prices published by the
exchanges. Any spot and forward foreign currency 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.
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
27
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.
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 average, highest and lowest amounts of the
trading Value at Risk associated with the Fund's open positions by market
category for the nine months ended September 30, 2005 and fiscal year 2004.
During the nine months ended September 30, 2005, the average capitalization for
Series A was
28
$38,903,328 and the average capitalization for Series B was $41,380,932. During
fiscal year 2004, the average capitalization for Series A was $25,422,615 and
the average capitalization for Series B was $34,129,947.
SERIES A AS OF SEPTEMBER 30, 2005:
<Table>
<Caption>
AVERAGE VALUE % OF AVERAGE HIGHEST VALUE LOWEST VALUE
SECTOR AT RISK CAPITALIZATION AT RISK AT RISK
- ------ ------------- -------------- ------------- ------------
Stock Indices..................... $1,505,545 3.87% $1,740,734 $1,351,175
Financial Futures................. $1,502,539 3.86% $1,897,505 $1,161,545
Currencies........................ $3,463,948 8.90% $5,907,756 $1,449,098
Agricultural...................... $ 256,086 0.67% $ 422,444 $ 58,044
Energy............................ $1,095,808 2.82% $1,324,149 $ 657,974
Metals............................ $1,592,623 4.09% $2,033,045 $1,046,887
Total........................... $9,416,549 24.20%
</Table>
SERIES B AS OF SEPTEMBER 30, 2005:
<Table>
<Caption>
AVERAGE VALUE % OF AVERAGE HIGHEST VALUE LOWEST VALUE
SECTOR AT RISK CAPITALIZATION AT RISK AT RISK
- ------ ------------- -------------- ------------- ------------
Stock Indices..................... $ 2,365,410 5.72% $3,084,741 $1,432,917
Financial Futures................. $ 2,427,018 5.87% $3,415,011 $1,229,840
Currencies........................ $ 5,469,705 13.22% $8,458,329 $2,622,864
Agricultural...................... $ 355,747 0.86% $ 518,189 $ 102,262
Energy............................ $ 1,642,031 3.97% $2,358,725 $1,165,892
Metals............................ $ 2,432,610 5.88% $3,654,036 $1,798,853
Total........................... $14,692,521 35.51%
</Table>
Average, highest and lowest Value at Risk amounts relate to the quarter-end
amounts for the calendar quarter-ends for the nine months ended September 30,
2005. Average Capitalization is the average of each Series' capitalization at
the end of the calendar-quarters during the nine month period ended September
30, 2005.
SERIES A AS OF DECEMBER 31, 2004:
<Table>
<Caption>
AVERAGE VALUE % OF AVERAGE HIGHEST VALUE LOWEST VALUE
SECTOR AT RISK CAPITALIZATION AT RISK AT RISK
- ------ ------------- -------------- ------------- ------------
Stock Indices..................... $1,371,450 5.39% $2,658,322 $176,729
Financial Futures................. $1,406,897 5.53% $1,768,283 $791,724
Currencies........................ $1,549,118 6.09% $3,164,535 $662,248
Agricultural...................... $ 267,273 1.05% $ 359,234 $187,541
Energy............................ $1,773,274 6.98% $2,764,845 $ 0
Metals............................ $1,339,843 5.27% $2,475,673 $360,926
Total........................... $7,707,855 30.32%
</Table>
29
SERIES B AS OF DECEMBER 31, 2004:
<Table>
<Caption>
AVERAGE VALUE % OF AVERAGE HIGHEST VALUE LOWEST VALUE
SECTOR AT RISK CAPITALIZATION AT RISK AT RISK
- ------ ------------- -------------- ------------- ------------
Stock Indices..................... $ 2,546,133 7.46% $4,989,526 $ 357,973
Financial Futures................. $ 2,277,801 6.67% $3,290,875 $1,127,784
Currencies........................ $ 2,956,946 8.66% $5,955,673 $1,201,149
Agricultural...................... $ 499,193 1.46% $ 668,748 $ 328,846
Energy............................ $ 3,384,892 9.92% $5,589,047 $ 0
Metals............................ $ 2,548,395 7.47% $4,956,335 $ 729,929
Total........................... $14,213,360 41.64%
</Table>
Average, highest and lowest Value at Risk amounts relate to the quarter-end
amounts for the calendar quarter-ends during the fiscal year. Average
Capitalization is the average of each Series' capitalization at the end of the
calendar quarter during the fiscal year.
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 of 1933 and Section 21E of the Securities Exchange Act
of 1934. 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.
30
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 sectors.
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-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 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. The exposure to these markets as of September 30,
2005 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 represent a great diversification 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 in comparison 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 September 30, 2005 was the
lowest among all market sectors.
QUALITATIVE DISCLOSURES REGARDING NON-TRADING RISK EXPOSURE
GENERAL
The Fund is unaware of any (i) anticipated known demands, commitments or
capital expenditures; (ii) material trends, favorable or unfavorable, in its
capital resources; or (iii) trends or uncertainties that will have a material
effect on operations. From time to time, certain regulatory agencies have
proposed increased margin requirements on futures contracts. Because the Fund
generally will use a small percentage of assets as
31
margin, the Fund does not believe that any increase in margin requirements, as
proposed, will have a material effect on the Fund's operations.
FOREIGN CURRENCY BALANCES
The Fund's primary foreign currency balances are in the G-7 countries along
with Spain and Asian markets. The Fund controls the non-trading risk of these
balances by regularly converting these balances back into dollars (no less
frequently than weekly, and more frequently if a particular foreign currency
balance becomes unusually large based on 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, each 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.
32
CONFLICTS OF INTEREST
Superfund Capital Management has not established any formal procedures to
resolve the conflicts of interest described below. You should be aware that no
such procedures have been established, and that, consequently, you will be
dependent on the good faith of the respective parties subject to such conflicts
to resolve such conflicts equitably. Although the Superfund Capital Management
will attempt to resolve conflicts in good faith, there can be no assurance that
these conflicts will not, in fact, result in losses for Quadriga Superfund.
SUPERFUND CAPITAL MANAGEMENT, INC.
Conflicts exist between Superfund Capital Management's interests in and its
responsibilities to each Series. The conflicts are inherent in Superfund 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. Superfund 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 Superfund Capital Management,
including the fee arrangement, was not negotiated at arm's length. Investors
should note, however, that Superfund 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.
Superfund 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 Superfund Capital Management nor its principals devote their time
exclusively to each Series. Superfund 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 Superfund Capital Management's
services. Thus, Superfund Capital Management could have a conflict between its
responsibilities to each Series and to those other pools and accounts. Superfund
Capital Management believes that it has sufficient resources to discharge its
responsibilities in this regard in a fair manner. Superfund Capital Management
may receive higher advisory fees from some of those other accounts than it
receives from each Series. Superfund 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, Superfund Capital Management may find that futures positions
established for the benefit of each Series, when aggregated with positions in
other accounts of Superfund Capital Management, approach the speculative
position limits in a particular commodity. Superfund 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 Superfund 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 Superfund 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 Superfund 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.
SUPERFUND ASSET MANAGEMENT, INC.
Superfund Asset Management, Inc., an affiliate of Superfund Capital
Management serves as an introducing broker for Quadriga Superfund and, as such,
receives a portion of the round turn futures trading commissions paid by
Quadriga Superfund. The affiliation between Superfund Asset Management and
Superfund Capital Management gives rise to a conflict of interest in that
Superfund Capital Management has an incentive to trade more frequently that it
otherwise might absent the affiliation in order to generate commission income
for its affiliate, and the round turn, brokerage commission paid by Quadriga
Superfund to
33
Superfund Asset Management was not negotiated at arm's length. Since Superfund
Capital Management is responsible for selecting brokers for Quadriga Superfund,
Superfund Capital Management is unlikely to select a different introducing
broker, or dismiss Superfund Asset Management, even if doing so was in the best
interests of Quadriga Superfund.
THE CLEARING BROKERS
The clearing brokers, currently ADM Investor Services, Inc. ("ADMIS"),
Fimat USA, LLC ("Fimat USA"), Man Financial Inc. ("Man Financial"), Bear Stearns
Forex Inc. ("BSF"), Bear Stearns Securities Corp. ("BSSC"), and Barclays Capital
Inc. ("BCI"), 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.
THE SELLING AGENTS
The selling agents receive substantial annual selling commissions on the
sale of Units. Consequently the selling agents have a conflict of interest in
advising their clients whether to invest in the Units. The selling agents
receive annual selling commissions based on Units sold by them equal to, in the
aggregate, up to 10% of the initial public offering price for each Unit.
Consequently, until this maximum cumulative selling commission limit is reached,
the selling agents have a disincentive to advise clients to redeem their Units
even if doing so is in such clients' best interests.
FIDUCIARY DUTY AND REMEDIES
Subject to the provisions of the Partnership Agreement, a prospective
investor should be aware that Superfund 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 Superfund
Capital Management as general partner should consult with their counsel. In the
event that a Limited Partner of a Series believes that Superfund 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 Superfund Capital Management. The
Partnership Agreement is governed by Delaware law and any breach of Superfund
Capital Management's fiduciary duty under the Partnership Agreement will
generally be governed by Delaware law.
The Partnership Agreement does not limit Superfund Capital Management's
fiduciary obligations under Delaware or common law; however, Superfund Capital
Management may assert as a defense to claims of breach of fiduciary duty that
the conflicts of interest and fees payable to Superfund 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 Superfund Capital Management where
the losses result from a violation by Superfund 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
Superfund Capital Management of its fiduciary duty to each Series is measured by
the terms of the Partnership Agreement as well as applicable law. Limited
34
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 Superfund Capital Management.
INDEMNIFICATION AND STANDARD OF LIABILITY
Superfund 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 Superfund 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 Superfund 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 Superfund
Capital Management. Each Series has agreed to indemnify Superfund 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 Superfund Capital
Management, in good faith, determined to be in the best interests of such
Series. Controlling persons of Superfund Capital Management are entitled to
indemnity only for losses resulting from claims against such controlling persons
due solely to their relationship with Superfund Capital Management or for losses
incurred in performing the duties of Superfund Capital Management. See Section
17 of the Partnership Agreement, included as Exhibit A to this Prospectus. Each
Series will not indemnify Superfund 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 Superfund Capital
Management or its controlling persons prevails on the merits or obtains a court
approved settlement (in accordance with 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 Superfund 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 6 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 Superfund 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 Superfund Capital Management for
providing ongoing advisory services and is payable notwithstanding Superfund
Capital Management's actual trading performance.
PERFORMANCE FEE
Each Series will pay Superfund 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
Superfund 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, Superfund Capital Management will
retain the amount previously paid. Thus, Superfund Capital Management may be
paid a performance fee during a year in which each Series
35
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
2005 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 2005. The new appreciation for the month (before interest
earned) would be $200,000 and Superfund 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 2004 but did not pay a
performance fee at the end of the twelfth month of 2004 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 2005, the new appreciation (before interest earned)
for the month would be $100,000 ($200,000 - $100,000 loss carry forward) and
Superfund 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.
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 and escrow fees. 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. Superfund 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 Superfund 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 NFA 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. The maximum cumulative selling
commission per Unit is 10% of the initial public offering price for such Unit.
These commissions and fees will be paid to Superfund Asset Management, an
introducing broker and affiliate of Superfund Capital Management, which will, in
turn, remit a portion of the commissions to the clearing broker for execution
and clearing costs. Superfund Asset Management will retain the remaining
brokerage commission fee. Superfund Asset Management will also
36
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. 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 Superfund Capital Management nor invested with or loaned to Superfund
Capital Management or any affiliated entities.
THE CLEARING BROKERS
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, LLC
Currently, Fimat USA serves as one of the Fund's clearing brokers to
execute and clear the Fund's futures transactions and provide other
brokerage-related services. Fimat USA is an indirect wholly owned subsidiary of
Societe Generale and is a member of the Fimat Group of companies. As of May 1,
2005, these companies, which are all either subsidiaries of Societe Generale, or
divisions of Societe Generale companies, that bear the "Fimat" name are present
on 44 derivatives exchanges and 14 stock exchanges worldwide. Fimat USA is a
futures commission merchant and broker dealer registered with the CFTC and the
Securities and Exchange Commission ("SEC"), and is a member of the NFA and NASD.
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, International Securities Exchange, Philadelphia Stock Exchange,
Options Clearing Corporation, and Government Securities Clearing Corporation.
Fimat USA is headquartered at 630 Fifth Avenue, Suite 500, New York, New
York 10111 and has principal branch offices in Chicago, Illinois; Kansas City,
Missouri; and Houston, Texas.
Except as described below, Fimat USA 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. In 2002, the Chicago Board of
Trade charged Fimat USA with various violations of its rules related to Fimat
USA's execution of certain combination trades during 2001 involving at least one
Chicago Board of Trade
37
transaction. Without admitting or denying the Chicago Board of Trade's
allegations, Fimat USA settled this matter by payment of a $500,000 fine and
undertaking to make restitution to affected customers.
Neither Fimat USA nor any affiliate, officer, director or employee thereof
have passed on the merits of this Prospectus or offering, or give any guarantee
as to the performance or any other aspect of the Fund.
MAN FINANCIAL INC.
Man Financial is a clearing broker for the Fund. Man Financial 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 NFA in such
capacities. Man Financial, which is part of the Man Group of companies, is a
member of all major U.S. futures exchanges. Man Financial's main office is
located at 717 Fifth Avenue, 9th Floor, New York, New York 10022-8101. Man
Financial's 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 Prospectus, expected to have a material effect upon its condition,
financial or otherwise, or to the services it will render to the Fund. 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 Prospectus.
Man Financial acts only as clearing broker for the Fund and as such is paid
commissions for executing and clearing trades on behalf of the Fund. Man
Financial has not passed upon the adequacy or accuracy of this Prospectus. Man
Financial neither will act in any supervisory capacity with respect to Superfund
Capital Management nor participate in the management of Superfund Capital
Management or the Fund. Therefore, prospective investors should not rely on Man
Financial in deciding whether or not to participate in the Fund.
BEAR STEARNS FOREX INC. AND BEAR, STEARNS SECURITIES CORP.
BSSC and BSF and/or other members of the group of companies (each such
member, a "Bear Stearns Entity") directly or indirectly owned by The Bear,
Stearns Companies Inc. (collectively, "The Bear Stearns Group") provides certain
services with respect to the Fund's securities and cash carried on the books of
BSSC. Such services and facilities are provided pursuant to mutually acceptable
agreements (the "Customer Documents") which shall apply to the Fund's securities
and cash carried on the books of BSSC including assets that serve as collateral
in connection with foreign exchange ("FX") principal transactions.
BSSC exercises reasonable skill, care and diligence and maintains what it
considers to be an appropriate level of supervision. The Fund may also enter
into principal transactions, including FX principal transactions with one or
more Bear Stearns Entities. As security for the payment and performance of all
liabilities and obligations of the Fund to BSSC and to each other Bear Stearns
Entity with which the Fund engages in transactions, all assets of the Fund held
by or through BSSC and any other Bear Stearns Entity are charged with and
subject to a lien in their favor and therefore constitute collateral security
for the Fund's liabilities and obligations to BSSC and to each other Bear
Stearns Entity.
The Fund will has rights against BSSC for the return of all Fund assets,
net of any obligations of the Fund to BSSC or any other Bear Stearns Entity,
except for assets held by a Bear Stearns Entity as margin. All fully-paid and
"excess margin" securities and net cash balances not required for the settlement
of transactions (collectively, "Segregated Assets") may not be used by BSSC or
by any other Bear Stearns Entity for its own purposes, but such Segregated
Assets remain subject to the charge and lien to secure the Fund's liabilities
and obligations to BSSC and to any other Bear Stearns Entities.
Fund assets that are held by BSSC are carried in the name of the Fund and
beneficial ownership in the name of the Fund is recorded on the books of BSSC.
The Fund's assets that are not Segregated Assets may be borrowed, lent or
otherwise used by BSSC and other Bear Stearns Entities as may hold such assets
for their own purposes. Fund assets held by a Bear Stearns Entity as collateral
for principal transactions between the Fund and such Bear Stearns Entity are not
treated as Segregated Assets.
38
Securities and cash held in customers' accounts is not be available to the
non-customer creditors of BSSC or of any other Bear Stearns Entity, but all
securities and cash held in customers' accounts at BSSC would be distributed pro
rata among customers if there were to be an insolvency of BSSC, there were not
sufficient customer assets to pay all customers in full and if BSSC's insurance
were insufficient to cover any shortfall in customer assets.
Neither BSSC nor any other Bear Stearns Entity will be liable for any loss
to the Fund resulting from any act or omission in relation to the services
provided under the terms of the Customer Documents unless such loss results
directly from the negligence, bad faith, willful misfeasance of BSSC or other
Bear Stearns Entity, but in no event is BSSC or any other Bear Stearns Entity
liable for consequential or other types of special damages. The Fund has agreed
to indemnify BSSC and the other Bear Stearns Entities against any loss suffered
by, and any claims made against, them to the extent set forth in the Customer
Documents.
Neither BSSC nor any other Bear Stearns Entity has or will have any
involvement in the management of the Fund or any decision-making discretion
relating to the Fund's investments. Neither BSSC nor any other Bear Stearns
Entity has any responsibility for monitoring whether investments by Superfund
Capital Management are in compliance with any internal policies, investment
goals or limitations of the Fund, and neither BSSC nor any other Bear Stearns
Entity will be responsible for any losses suffered by the Fund.
BSSC is registered with and regulated by the SEC in the United States.
The Bear Stearns Entities and the Fund each reserve the right to change the
arrangements described above by agreement between them, and the Bear Stearns
Entities have certain rights to modify such arrangements on notice to the Fund.
BSSC and each other Bear Stearns Entity reserves the right not to provide any of
the services described above if the provision of such services presents a risk
unacceptable to them and reserve the right to terminate the arrangements in
accordance with the provisions of the Customer Documents.
BSSC and the other Bear Stearns Entities are service providers and are not
responsible for the preparation of this Prospectus or the activities of the Fund
and therefore accept no responsibility for the accuracy of any information
contained in this Prospectus.
BARCLAYS CAPITAL INC.
BCI is a futures commission merchant and a broker dealer registered with
the CFTC and the SEC and is a member of the NFA and the NASD.
BCI is involved in a number of judicial and arbitration matters arising in
connection with the conduct of its business, including some proceedings relating
to the collapse of Enron. BCI's management believes, based on currently
available information, that the results of such proceedings will not have a
significant adverse effect on BCI's financial condition. There have been no
other material administrative, civil or criminal actions, whether pending or
concluded, against BCI within the last five years.
Superfund 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 Superfund 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. Superfund Capital Management believes
that distributions of Fund 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 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
39
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 Superfund Capital Management not less than
ten (10) business days prior to the end of the month (or such shorter period as
permitted by Superfund Capital Management) as of which redemption is to be
effective. 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 Superfund 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.
40
QUADRIGA SUPERFUND, L.P. FIRST AMENDED AND RESTATED LIMITED
PARTNERSHIP AGREEMENT
The following is a summary of 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, Superfund Capital Management has created Series A and Series B.
Superfund 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 FUND AFFAIRS
The Partnership Agreement effectively gives Superfund 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 Superfund 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 Superfund 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 Superfund
Capital Management. In addition, Superfund Capital Management has been
designated as the "tax matters partner" of each Series and of Quadriga Superfund
for purposes of 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, Superfund Capital Management may, in its sole and
absolute discretion, appoint an affiliate or affiliates of Superfund Capital
Management as additional general partners (except where Superfund 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
Superfund Capital Management, as it deems necessary for the efficient operation
of each Series.
THE ADMINISTRATOR
PFPC, Inc., a Massachusetts corporation ("PFPC" or the "Administrator") is
currently Quadriga Superfund's administrator. Pursuant to an Administration,
Accounting, and Investor Services Agreement entered into between Quadriga
Superfund and PFPC, (the "Accounting Agreement"), PFPC will be responsible for,
among other things: (i) journalizing investment, capital and income and expense
activities; (ii) recording futures trading activity by receiving a data file
from each of the Series' clearing brokers; (iii) calculating the monthly fees
and performance fees, as applicable, payable to Superfund Capital Management
with respect to each Series; (iv) computing the net asset value and net asset
value per Unit of each Series; and (v) performing all other accounting,
administration, and investor services necessary in connection with each Series.
The Accounting Agreement provides that PFPC 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 gross negligence, intentional acts or
willful misconduct. In addition, the Fund has agreed to indemnify PFPC from any
and all expenses, costs, damages or causes of action, including but not limited
to, reasonable attorney's fees, incurred by PFPC in connection with the
Accounting Agreement and not resulting from the unauthorized acts of
41
expenses, costs, damages or causes of action, including but not limited to,
reasonable attorney's fees, incurred by PFPC in connection with the Accounting
Agreement and not resulting from the unauthorized acts of PFPC, it employees or
agents, the negligence or willful misconduct of PFPC in the performance of such
obligations and duties or by reason of its breach of the Accounting Agreement.
The Accounting Agreement may be terminated by either of the parties upon not
less than 60 days' written notice.
PFPC is a leading provider of processing, technology and business solutions
to the global investment industry. Its open business model enables them to
deliver personalized solutions to meet client needs, preferences and
requirements through their component-based Global Enterprise.
Platform(SM), clients can access a comprehensive array of investor and
securities servicing capabilities, PFPC supports a global client base from
offices in the United States and Europe, offering fund accounting and
administration, transfer agency, custody and sub-accounting services for $1.6
trillion in total assets and 55 million shareholder accounts.
PFPC is a member of The PNC Financial Services Group. Its main office
address is 301 Bellevue Parkway, Wilmington, Delaware 19809.
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 Superfund Capital Management and subject to
approval by Superfund Capital Management of the assignee. Superfund 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) Superfund Capital Management withdraws as
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.
42
AMENDMENTS AND MEETINGS
The Partnership Agreement may be amended with the approval of more than 50%
of the Units then owned by Limited Partners of each Series. Superfund 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 Superfund Capital Management; 2) dissolve such
Series; 3) terminate contracts with Superfund Capital Management; 4) remove and
replace Superfund Capital Management as general partner; and 5) approve the sale
of Quadriga Superfund's assets.
INDEMNIFICATION
Each Series agrees to indemnify Superfund Capital Management, as general
partner, for actions taken on behalf of such Series, provided that Superfund
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. Superfund Capital Management will provide various reports
and statements to the Limited Partners within a Series including: 1) monthly,
Superfund Capital Management will provide an unaudited income statement of the
prior month's Series' activities; 2) annually, Superfund 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, Superfund
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, Superfund Capital Management will suspend trading activities, notify all
Limited Partners within such Series of the relevant facts within seven business
days and declare a special redemption period.
43
FEDERAL INCOME TAX ASPECTS
The following constitutes the opinion of Sidley Austin Brown & Wood LLP and
summarizes the material federal income tax consequences to individual investors
in each Series. The following is based upon interpretations of existing laws in
effect on the date of this Prospectus, and no assurance can be given that courts
or fiscal authorities responsible for the administration of such laws will agree
with the interpretations or that changes in such laws will not occur.
EACH SERIES' PARTNERSHIP TAX STATUS
Superfund Capital Management believes that all of the income expected to be
generated by each Series will constitute "qualifying income" and has so advised
Sidley Austin Brown & Wood LLP. As a result, in the opinion of Sidley Austin
Brown & Wood LLP, each Series 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.
TAXATION OF LIMITED PARTNERS ON PROFITS AND LOSSES OF EACH SERIES
Each Limited Partner must pay tax on his share of the annual income and
gains of each Series in which such Limited Partner invests, if any, even if such
Series does not make any cash distributions. Each Series generally allocates its
gains and losses equally to each Unit in such Series. However, a Limited Partner
who redeems any Units in a Series will be allocated his share of such Series'
gains and losses in order that the amount of cash the 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.
DEDUCTION OF SERIES LOSSES BY LIMITED PARTNERS
A Limited Partner may deduct Series losses only to the extent of his tax
basis in his Units in such Series. Generally, a Limited Partner's tax basis in a
Unit of a Series is the amount paid for the Unit reduced (but not below zero) by
his share of any Series distributions, losses and expenses and increased by his
share of 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 a
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 Series losses from taxable income.
However, a Limited Partner cannot offset losses from "passive activities"
against Series gains.
CASH DISTRIBUTIONS AND UNIT REDEMPTIONS
Cash received from a Series by a Limited Partner as a distribution with
respect to his Units in such Series or in redemption of less than all of his
Units in such Series generally is not reportable as taxable income by a partner,
except as described below. Rather, such distribution reduces (but not below
zero) the total tax basis of the remaining Units in such Series held by the
Limited Partner after the redemption. Any cash distribution by a Series in
excess of a Limited Partner's adjusted tax basis for his Units in such Series is
taxable to him as gain from the sale or exchange of such Units. Because a
Limited Partner's tax basis in his Units in a Series is not increased on account
of his distributive share of such Series' income until the end of such Series'
taxable year, distributions during the taxable year could result in taxable gain
to a Limited Partner even though no gain would result if the same distributions
were made at the end of the taxable year. Furthermore, the share of a Series'
income allocable to a Limited Partner at the end of the Series' taxable year
would also be includable
44
in the Limited Partner's taxable income and would increase his tax basis in his
remaining Units in such Series as of the end of such taxable year.
Redemption for cash of all Units in a Series held by a Limited Partner will
result in the recognition of gain or loss for federal income tax purposes. Such
gain or loss will be equal to the difference, if any, between the amount of the
cash distribution and the Limited Partner's adjusted tax basis for such Units. A
Limited Partner's adjusted tax basis for his Units in a Series includes for this
purpose his distributive share of such Series' income or loss for the year of
such redemption.
POTENTIAL SERIES-LEVEL CONSEQUENCES OF WITHDRAWALS AND TRANSFERS OF UNITS
Pursuant to an amendment to Section 734 of the Code, if a Partner receives
a distribution of property in liquidation of its Units in a Series that would,
if the Series had a Code Section 754 election in effect, require the Series to
make a downward adjustment of more than $250,000 to the basis of its remaining
assets, then even if the Series does not have a Code Section 754 election in
effect, the Series will be required to make a downward adjustment to the basis
of its remaining assets.
In addition, pursuant to an amendment to Section 743 of the Code, if
immediately after the transfer of a Unit in a Series, the Series' adjusted basis
in its property exceeds the fair market value by more than $250,000 of such
property, the Series generally will be required to adjust the basis of its
property with respect to the transferee Partner.
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 15%. Short-term capital gains -- net gain on 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 current tax rate of 35%
for individuals. Individual taxpayers can deduct capital losses only to the
extent of their capital gains plus $3,000. Accordingly, a Series could suffer
significant losses and a Limited Partner could still be required to pay taxes on
his share of such 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 a 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
Superfund Capital Management does not consider the management fees and the
performance fees, as well as other ordinary expenses of each Series, investment
advisory expenses or other expenses of producing income. Accordingly, Superfund
Capital Management treats these expenses as ordinary business deductions not
subject to the material deductibility limitations which apply to investment
advisory expenses. The IRS
45
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
Superfund 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 rate.
UNRELATED BUSINESS TAXABLE INCOME
Tax-exempt Limited Partners will not be required to pay tax on their share
of income or gains of a Series, provided that such Limited Partners do not
purchase Units with borrowed funds and that Superfund Capital Management does
not utilize leverage.
TAXATION OF FOREIGN LIMITED PARTNERS
A Limited Partner who is a non-resident alien individual, foreign
corporation, foreign partnership, foreign trust or foreign estate (a "Foreign
Limited Partner") generally is not subject to taxation by the United States on
capital gains from commodity or derivatives trading, provided that such Foreign
Limited Partner (in the case of an individual) does not spend more than 182 days
in the United States during his or her taxable year, and provided further, that
such Foreign Limited Partner is not engaged in a trade or business within the
United States during a taxable year to which income, gain, or loss is treated as
"effectively connected." An investment in a Series should not, by itself, cause
a Foreign Limited Partner to be engaged in a trade or business within the United
States for the foregoing purposes, assuming that the trading activities of each
Series will be conducted as described in this Prospectus. Pursuant to a "safe
harbor" in the Code, an investment fund whose U.S. business activities consist
solely of trading commodities and derivatives for its own account should not be
treated as engaged in a trade or business within the United States provided that
such investment fund is not a dealer in commodities or derivatives and that the
commodities traded are of a kind customarily dealt in on an organized commodity
exchange. Superfund Capital Management has advised Sidley Austin Brown & Wood
LLP of the contracts that each Series will trade. Based on a review of such
contracts as of the date of this Prospectus, Superfund Capital Management has
been advised by its counsel, Sidley Austin Brown & Wood LLP, that such contracts
should satisfy the safe harbor. If the contracts traded by a Series in the
future were not covered by the safe harbor, there is a risk that such Series
would be treated as engaged in a trade or business within the United States. In
the event that a Series were found to be engaged in a United States trade or
business, a Foreign Limited Partner would be required to file a United States
federal income tax return for such year and pay tax at full United States rates.
In the case of a Foreign Limited Partner which is a foreign corporation, an
additional 30% "branch profits" tax might be imposed. Furthermore, in such event
such Series would be required to withhold taxes from the income or gain
allocable to such a Limited Partner under Section 1446 of the Code.
A Foreign Limited Partner is not subject to United States tax on certain
interest income, including income attributable to (i) original issue discount on
Treasury bills having a maturity of 183 days or less or (ii) commercial bank
deposits, provided, in either case, that such Foreign Limited Partner is not
engaged in a trade or business within the United States during a taxable year.
Additionally, a Foreign Limited Partner not engaged in a trade or business
within the United States is not subject to United States tax on interest income
46
(other than certain so-called "contingent interest") attributable to obligations
issued after July 18, 1984 that are in registered form if the Foreign Limited
Partner provides the Series in which such Limited Partner invests with the
appropriate Form W-8.
IRS AUDITS OF THE FUND AND ITS LIMITED PARTNERS
The IRS audits partnership-related items at the entity level rather than at
the partner level. Superfund Capital Management acts as "tax matters partner"
for each Series, and has 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.
47
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 the Fund (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"). The following summary is not intended
to be complete, but only to address certain questions under ERISA and the Code
which are likely to be raised by the Plan Fiduciary's own counsel.
In general, the terms "employee benefit plan" as defined in ERISA and
"plan" as defined in Section 4975 of the Code together refer to any plan or
account of various types which provides retirement benefits or welfare benefits
to an individual or to an employer's employees and their beneficiaries. Such
plans and accounts include, but are not limited to, corporate pension and
profit-sharing plans, "simplified employee pension plans," KEOGH plans for
self-employed individuals (including partners), individual retirement accounts
described in Section 408 of the Code and medical benefit plans.
Each Plan Fiduciary must give appropriate consideration to the facts and
circumstances that are relevant to an investment in the Fund, including the role
that an investment in the Fund plays in the Plan's overall investment portfolio.
Each Plan Fiduciary, before deciding to invest in the Fund, must be satisfied
that the investment in the Fund is a prudent investment for the Plan, that the
investments of the Plan, including the investment in the Fund, are diversified
so as to minimize the risk of large losses and that an investment in the Fund
complies with the terms of the Plan and related trust.
EACH PLAN FIDUCIARY CONSIDERING ACQUIRING UNITS MUST CONSULT ITS OWN LEGAL
AND TAX ADVISERS BEFORE DOING SO.
"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" (as described below); 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. The ERISA Regulation states that the
determination of whether a security is "freely transferable" is to be made based
on all relevant facts and circumstances. The ERISA Regulation specifies that, in
the case of a security that is part of an offering in which the minimum
investment is $10,000 or less, the following requirements, alone or in
combination, ordinarily will not affect a finding that the security is freely
transferable: (i) a requirement that no transfer or assignment of the security
or rights in respect thereof be made that would violate any federal or stat law;
(ii) a requirement that no transfer or assignment be made without advance
written notice given to the entity that issued the security; and (iii) any
restriction on substitution of an assignee as "a limited partner of a
partnership, including a general partner consent
48
requirement, provided that the economic benefit of ownership of the assignor may
be transferred or assigned without regard to such restriction or consent" (other
than compliance with an of the foregoing restrictions).
Superfund Capital Management believes that the Publicly-Offered Security
Exception applies to the Fund for the following reasons. First, the Units are
part of a class of securities registered under Section 12(g) of the Securities
Exchange Act of 1934. Second, the Units are held by 100 or more investors that
Superfund Capital Management believes are independent of the Fund and of each
other. Lastly, Superfund Capital Management believes that the Units should be
considered to be "freely transferable" because the minimum investment for
investors is $5,000 and Limited partners may transfer their Units by giving
notice to Superfund Capital Management, provided that the transfer would not
violate applicable federal or state securities laws. In addition, if Superfund
Capital Management does not consent to substitution of an assignee as a limited
partner, the economic benefits of ownership can be transferred by the assignor
without regard to such consent. Therefore, Superfund Capital Management believes
that it is reasonable to take the position that the Units are freely
transferable within the meaning of the ERISA Regulation. Accordingly, Superfund
Capital Management believes that the underlying assets of the Fund should not be
considered to constitute assets of any Plan which purchases Units. This position
has not been confirmed by, and is not binding on, the Department of Labor, which
issued the ERISA Regulation and which has authority to issue opinion and
information letters thereunder. Therefore, the Plan Fiduciary and each other
potential investor should consult with his or her attorney on this matter.
INELIGIBLE PURCHASERS
In general, Units may not be purchased with the assets of a Plan if
Superfund Capital Management, the Administrator, 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. A party that is
described in clause (1) or (2) of the preceding sentence is a fiduciary under
ERISA and the Code with respect to the Plan, and any such purchase might result
in a "prohibited transaction" under ERISA and the Code.
Except as otherwise set forth, the foregoing statements regarding the
consequences under ERISA and the Code of an investment in the Fund are based on
the provisions of the Code and ERISA as currently in effect, and the existing
administrative and judicial interpretations thereunder. No assurance can be
given that administrative, judicial, or legislative changes will not occur that
may make the foregoing statements incorrect or incomplete.
ACCEPTANCE OF SUBSCRIPTIONS ON BEHALF OF PLANS IS IN NO RESPECT A
REPRESENTATION BY SUPERFUND CAPITAL MANAGEMENT OR ANY OTHER PARTY RELATED TO THE
FUND 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 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
49
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.
Superfund 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 NASD. Superfund 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). Superfund 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 Superfund 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 Superfund Capital Management within five business days of
receipt, and the settlement date for the deposit of subscription funds in escrow
must be within five business days of acceptance. No fees or costs will be
assessed on any subscription while held in escrow, irrespective of whether the
subscription is accepted or subscription funds returned. 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. Superfund 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 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.
50
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 Fund. 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 Superfund Capital Management may retain additional selling agents. The
selling agents, including Superfund Asset Management, an affiliate of Superfund
Capital Management, and certain foreign dealers who may elect to participate in
the offering, are bound by their respective Selling Agreements with each Series.
Subject to the limitation contained in the next sentence, Superfund Asset
Management and any additional selling agents will receive collectively 4% from
the proceeds of the offering with respect to any Units they sell. Pursuant to
NASD rules, the maximum cumulative sales commission per Unit is 10% of the
initial public offering price of such Unit and in no event will the maximum
amount of compensation to be paid to NASD members in connection with this
offering exceed such amount. Other than as described above, Superfund 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, Superfund 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.
CERTAIN LEGAL MATTERS
Sidley Austin Brown & Wood LLP, Chicago, Illinois has advised Superfund
Capital Management in connection with the offering of Units pursuant to this
prospectus. Sidley Austin Brown & Wood LLP may advise Superfund Capital
Management with respect to its responsibilities as general partner and trading
advisor of, and with respect to, matters relating to each Series. Sidley Austin
Brown & Wood LLP does not 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, 2004 and December 31, 2003 and for the years ended December
31, 2004 and December 31, 2003 and of Quadriga Capital Management, Inc. (now
known as Superfund Capital Management, Inc.) as of and for the year ended
December 31, 2004 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.
51
INDEX TO FINANCIAL STATEMENTS
<Table>
<Caption>
PAGE
----
Quadriga Superfund, L.P. Series A as of September 30, 2005
(unaudited)
Statements of Assets and Liabilities...................... 53
Condensed Schedule of Investments as of September 30, 2005
(unaudited)............................................ 54
Condensed Schedule of Investments as of December 31,
2004................................................... 55
Statements of Operations.................................. 56
Statements of Changes in Net Assets....................... 57
Statements of Cash Flows.................................. 58
Quadriga Superfund, L.P. Series B as of September 30, 2005
(unaudited)
Statements of Assets and Liabilities...................... 59
Condensed Schedule of Investments as of September 30,
2005................................................... 60
Condensed Schedule of Investments as of December 31,
2004................................................... 61
Statements of Operations.................................. 62
Statements of Changes in Net Assets....................... 63
Statements of Cash Flows.................................. 64
Quadriga Superfund, L.P. Series A and Series B Notes to
Unaudited Financial Statements............................ 65
Quadriga Superfund, L.P. Series A as of December 31, 2004
and December 31, 2003
Independent Auditors' Report.............................. 69
Statements of Assets and Liabilities...................... 70
Condensed Schedule of Investments as of December 31,
2004................................................... 71
Condensed Schedule of Investments as of December 31,
2003................................................... 72
Statements of Operations.................................. 73
Statements of Changes in Net Assets....................... 74
Statements of Cash Flows.................................. 75
Quadriga Superfund, L.P. Series B as of December 31, 2004
and December 31, 2003
Statements of Assets and Liabilities...................... 76
Condensed Schedule of Investments as of December 31,
2004................................................... 77
Condensed Schedule of Investments as of December 31,
2003................................................... 78
Statements of Operations.................................. 79
Statements of Changes in Net Assets....................... 80
Statements of Cash Flows.................................. 81
Quadriga Superfund, L.P. Series A and Series B
Notes to Financial Statements............................. 82
Superfund Capital Management, Inc. as of September 30, 2005
(unaudited)
Statement of Financial Condition.......................... 86
Statement of Income....................................... 87
Statement of Changes in Stockholder's Equity.............. 88
Statement of Cash Flows................................... 89
Notes to Unaudited Financial Statements................... 90
Quadriga Capital Management, Inc. as of December 31, 2004
Independent Auditors' Report.............................. 92
Statement of Financial Condition.......................... 93
Statement of Income....................................... 94
Statement of Changes in Stockholder's Equity.............. 95
Statement of Cash Flows................................... 96
Notes to Financial Statements............................. 97
</Table>
52
QUADRIGA SUPERFUND, L.P. -- SERIES A
STATEMENTS OF ASSETS AND LIABILITIES
SEPTEMBER 30, 2005 (UNAUDITED) AND DECEMBER 31, 2004 (AUDITED)
<Table>
<Caption>
SEPTEMBER 30, DECEMBER 31,
2005 2004
------------- ------------
ASSETS
U.S. Government securities, at market (cost $44,818,443 and
$25,593,575 as of September 30, 2005 and December 31,
2004, respectively)....................................... $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 unit................................... $ 1,329.46 $ 1,466.67
=========== ===========
</Table>
See accompanying notes to financial statements
53
QUADRIGA SUPERFUND, L.P. -- SERIES A
CONDENSED SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2005 (UNAUDITED)
<Table>
<Caption>
PERCENTAGE MARKET OR
FACE VALUE OF 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:
Currencies....................................... (0.9) (446,417)
------------- -----------
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 purchased.............. 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.
54
QUADRIGA SUPERFUND, L.P. -- SERIES A
CONDENSED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
<Table>
<Caption>
PERCENTAGE MARKET OR
FACE VALUE OF NET ASSETS UNREALIZED
----------- ------------- -----------
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 purchased.............. 1.0 294,377
------------- -----------
Futures contracts sold:
Financial........................................... 0.0* (8,703)
Grains.............................................. 0.0* 45,432
Indices............................................. 0.1 34,500
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.
55
QUADRIGA SUPERFUND, L.P. -- SERIES A
STATEMENTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
(UNAUDITED)
<Table>
<Caption>
2005 2004
----------- -----------
Investment income, interest................................. $ 685,071 $ 182,263
----------- -----------
Expenses:
Management fee............................................ 496,624 311,329
Organization and offering expenses........................ 268,445 168,286
Operating expenses........................................ 40,267 25,242
Selling commission........................................ 1,073,781 673,141
Incentive fee............................................. -- 651,950
Brokerage commissions..................................... 1,265,740 635,428
Other..................................................... 1,401 33,590
----------- -----------
Total expenses....................................... 3,146,258 2,498,966
----------- -----------
Net investment loss......................................... (2,461,187) (2,316,703)
=========== ===========
Realized and unrealized gain (loss) on investments:
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 gain on investments..................................... 266,690 462,404
----------- -----------
Net decrease in net assets from operations.................. $(2,194,227) $(1,854,299)
=========== ===========
</Table>
See accompanying notes to financial statements.
56
QUADRIGA SUPERFUND, L.P. -- SERIES A
STATEMENTS OF CHANGES IN NET ASSETS
NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
(UNAUDITED)
<Table>
<Caption>
2005 2004
----------- -----------
Net 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
=========== ===========
</Table>
See accompanying notes to financial statements.
57
QUADRIGA SUPERFUND, L.P. -- SERIES A
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
(UNAUDITED)
<Table>
<Caption>
2005 2004
------------ ------------
Cash flows from operating activities:
Net decrease in net assets from operations................ $ (2,194,227) $ (1,854,299)
Adjustments to reconcile net decrease in net assets to net
cash used in operating activities:
Changes in operating assets and liabilities:
U.S. 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 noncash financing activities
2005 subscriptions received in 2004....................... $ 475,850
------------
2004 subscriptions received in 2003....................... $ 1,097,282
------------
</Table>
See accompanying notes to financial statements.
58
QUADRIGA SUPERFUND, L.P. -- SERIES B
STATEMENTS OF ASSETS AND LIABILITIES
SEPTEMBER 30, 2005 (UNAUDITED), AND DECEMBER 31, 2004 (AUDITED)
<Table>
<Caption>
SEPTEMBER 30, 2005 DECEMBER 31, 2004
------------------ -----------------
ASSETS
U.S. Government securities, at market (cost $34,274,419
and $32,907,267 as of September 30, 2005 and December
31, 2004, respectively)................................ $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 unit................................. $ 1,513.39 $ 1,730.29
</Table>
See accompanying notes to financial statements.
59
QUADRIGA SUPERFUND, L.P. -- SERIES B
CONDENSED SCHEDULE OF INVESTMENTS
SEPTEMBER 30, 2005 (UNAUDITED)
<Table>
<Caption>
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
==== ===========
</Table>
- ---------------
* Due to rounding
See accompanying notes to financial statements.
60
QUADRIGA SUPERFUND, L.P. -- SERIES B
CONDENSED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
<Table>
<Caption>
PERCENTAGE MARKET OR
FACE VALUE OF NET ASSETS UNREALIZED
----------- ------------- -----------
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:
Financial........................................ 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
---- -----------
</Table>
- ---------------
* Due to rounding.
See accompanying notes to financial statements.
61
QUADRIGA SUPERFUND, L.P. -- SERIES B
STATEMENTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
(UNAUDITED)
<Table>
<Caption>
2005 2004
----------- -----------
Investment income, interest................................. $ 766,210 $ 233,717
----------- -----------
Expenses:
Management fee............................................ 546,091 418,649
Organization and offering expenses........................ 295,185 226,297
Operating expenses........................................ 44,277 33,945
Selling commission........................................ 1,180,739 905,187
Incentive fee............................................. -- 1,158,857
Brokerage commissions..................................... 1,672,423 1,199,328
Other..................................................... 1,046 64,963
----------- -----------
Total expenses......................................... 3,739,761 4,007,226
----------- -----------
Net investment loss.................................... (2,973,551) (3,773,509)
----------- -----------
Realized and unrealized gain (loss) on investments:
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 gain (loss) on investments.............................. (2,309,232) 559,217
----------- -----------
Net decrease in net assets from operations.................. $(5,282,783) $(3,214,292)
=========== ===========
</Table>
See accompanying notes to financial statements.
62
QUADRIGA SUPERFUND, L.P. -- SERIES B
STATEMENTS OF CHANGES IN NET ASSETS
NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
(UNAUDITED)
<Table>
<Caption>
2005 2004
----------- -----------
Net 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)
----------- -----------
Units, end of period........................................ 27,146.837 24,457.461
=========== ===========
</Table>
See accompanying notes to financial statements.
63
QUADRIGA SUPERFUND, L.P. -- SERIES B
STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
(UNAUDITED)
<Table>
<Caption>
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:
U.S. 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:
2005 contributions received in 2004....................... $ 1,288,630
2004 contributions received in 2003....................... $ 920,395
=========== ============
Redemption payable........................................ $ 122,997 --
=========== ============
</Table>
See accompanying notes to financial statements.
64
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 Fund will be valued at published settlement prices or at dealers' quotes.
The Fund uses the amortized cost method for valuing the U.S. Treasury
Bills; 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.
65
QUADRIGA SUPERFUND, L.P. -- SERIES A AND B
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
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.
66
QUADRIGA SUPERFUND, L.P. -- SERIES A AND B
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
6. FINANCIAL HIGHLIGHTS
Financial highlights for the period January 1, 2005 through September 30,
2005 are as follows:
<Table>
<Caption>
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
========= =========
</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 assets and liabilities
and not represented by the contract or notional amounts of the instruments. The
Fund has
67
QUADRIGA SUPERFUND, L.P. -- SERIES A AND B
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
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.
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.
68
INDEPENDENT AUDITORS' REPORT
The Partners
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, 2004 and 2003, and the
related statements of operations, changes in net assets and cash flows for the
years then ended. 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 generally accepted auditing standards
as established by the Auditing Standards Board (United States) and in accordance
with the auditing standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. The Fund is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no
such opinion. 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, 2004 and 2003, and the results
of its operations, changes in its net assets, and its cash flows for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.
/s/ KPMG LLP
March 4, 2005
New York, New York
69
QUADRIGA SUPERFUND, L.P. -- SERIES A
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 2004 AND 2003
<Table>
<Caption>
2004 2003
----------- -----------
ASSETS
U.S. Government securities, at market (cost $25,593,575 and
$13,739,594 in December 31, 2004 and 2003,
respectively)............................................. $25,638,997 $13,749,608
Due from brokers............................................ 4,165,004 989,646
Futures contracts purchased................................. 294,377 583,646
Futures contracts sold...................................... 30,355 --
Unrealized appreciation on open forward contracts........... 1,801,065 1,196,849
Cash........................................................ 911,222 1,597,546
----------- -----------
Total assets........................................... 32,841,020 18,117,295
----------- -----------
LIABILITIES
Futures contracts sold...................................... -- 8,595
Unrealized depreciation on open forward contracts........... 410,499 231,306
Advance subscriptions....................................... 475,850 1,097,282
Due to broker............................................... -- 532,552
Redemption payable.......................................... -- 8,040
Fees payable................................................ 186,402 94,731
----------- -----------
Total liabilities...................................... 1,072,751 1,972,506
----------- -----------
Net assets............................................. $31,768,269 $16,144,789
=========== ===========
Number of units............................................. 21,660.138 12,256.648
Net assets value per unit................................... $ 1,466.67 $ 1,317.23
=========== ===========
</Table>
See accompanying notes to financial statements.
70
QUADRIGA SUPERFUND, L.P. -- SERIES A
CONDENSED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
<Table>
<Caption>
PERCENTAGE MARKET OR
FACE VALUE OF NET ASSETS UNREALIZED
----------- ------------- -----------
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 purchased.............. 1.0 294,377
------------- -----------
Futures contracts sold:
Financial........................................... 0.0* (8,703)
Grains.............................................. 0.0* 45,432
Indices............................................. 0.1 34,500
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.
71
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.
72
QUADRIGA SUPERFUND, L.P. -- SERIES A
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2004 AND 2003
<Table>
<Caption>
2004 2003
----------- -----------
Investment income, interest................................. $ 291,745 $ 73,045
----------- -----------
Expenses:
Management fee............................................ 451,601 166,849
Organization and offering expenses........................ 244,109 90,189
Operating expenses........................................ 36,616 13,528
Selling commission........................................ 976,433 360,755
Incentive fee............................................. 651,950 226,783
Brokerage commissions..................................... 907,482 420,816
Other..................................................... 45,465 19,997
----------- -----------
Total expenses......................................... 3,313,656 1,298,917
----------- -----------
Net investment loss.................................... (3,021,911) (1,225,872)
----------- -----------
Realized and unrealized gain on investments:
Net realized gain on futures and forward contracts........ 5,753,291 1,867,602
Net change in unrealized appreciation on futures and
forward contracts...................................... 174,704 1,472,256
----------- -----------
Net gain on investments..................................... 5,927,995 3,339,858
----------- -----------
Net increase in net assets from operations.................. $ 2,906,084 $ 2,113,986
=========== ===========
</Table>
See accompanying notes to financial statements.
73
QUADRIGA SUPERFUND, L.P. -- SERIES A
STATEMENTS OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2004 AND 2003
<Table>
<Caption>
2004 2003
----------- -----------
Net increase in net assets from operations:
Net investment loss....................................... $(3,021,911) $(1,225,872)
Net realized gain on futures and forward contracts........ 5,753,291 1,867,602
Net change in unrealized appreciation on futures and
forward contracts...................................... 174,704 1,472,256
----------- -----------
Net increase in net assets from operations.................. 2,906,084 2,113,986
Capital share transactions:
Issuance of units......................................... 15,308,393 13,267,146
Redemption of units....................................... (2,590,997) (452,778)
----------- -----------
Net increase in net assets from capital share
transactions........................................... 12,717,396 12,814,368
----------- -----------
Net increase in net assets................................ 15,623,480 14,928,354
Net assets, beginning of period............................. 16,144,789 1,216,435
----------- -----------
Net assets, end of period................................... $31,768,269 $16,144,789
=========== ===========
Units, beginning of period.................................. 12,256.648 1,110.275
Issuance of units........................................... 11,395.938 11,558.690
Redemption of units......................................... (1,992.448) (412.317)
----------- -----------
Units, end of period........................................ 21,660.138 12,256.648
=========== ===========
</Table>
See accompanying notes to financial statements.
74
QUADRIGA SUPERFUND, L.P. -- SERIES A
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2004 AND 2003
<Table>
<Caption>
2004 2003
------------ ------------
Cash flows from operating activities:
Net increase in net assets from operations................ $ 2,906,084 $ 2,113,986
Adjustments to reconcile net increase in net assets to net
cash used in operating activities:
Changes in operating assets and liabilities:
U.S. Government securities........................... (11,889,389) (12,804,510)
Due from brokers..................................... (3,175,358) (173,239)
Futures contracts purchased.......................... 289,269 (503,759)
Unrealized appreciation on open forward contracts.... (604,216) (1,195,863)
Futures contracts sold............................... (38,950) 3,704
Unrealized depreciation on open forward contracts.... 179,193 223,662
Due to brokers....................................... (532,552) 532,552
Fees payable......................................... 91,671 51,437
------------ ------------
Net cash used in operating activities............. (12,774,248) (11,752,030)
------------ ------------
Cash flows from financing activities:
Subscriptions, net of change in advance subscriptions....... 14,686,961 13,391,683
Redemptions, net of redemption payable...................... (2,599,037) (444,738)
------------ ------------
Net cash provided by financing activities......... 12,087,924 12,946,945
------------ ------------
Net increase (decrease) in cash................... (686,324) 1,194,915
Cash, beginning of period................................... 1,597,546 402,631
------------ ------------
Cash, end of period......................................... $ 911,222 $ 1,597,546
============ ============
Supplemental disclosure of noncash financing activities:
2004 subscriptions received in 2003....................... $ 1,097,282 --
2003 subscriptions received in 2002....................... $ -- $ 972,745
Redemptions payable....................................... $ -- $ 8,040
</Table>
See accompanying notes to financial statements.
75
QUADRIGA SUPERFUND, L.P. -- SERIES B
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 2004 AND 2003
<Table>
<Caption>
2004 2003
----------- -----------
ASSETS
U.S. Government securities, at market (cost $32,907,267
and $17,392,760 in December 31, 2004 and 2003,
respectively).......................................... $32,964,488 $17,405,163
Due from brokers.......................................... 6,206,789 3,187,377
Futures contracts purchased............................... 503,878 1,030,282
Futures contracts sold.................................... 53,415 --
Unrealized appreciation on open forward contracts......... 3,433,661 2,176,599
Cash...................................................... 1,826,691 854,910
----------- -----------
Total assets........................................... 44,988,922 24,654,331
----------- -----------
LIABILITIES
Futures contracts sold.................................... -- 15,398
Unrealized depreciation on open forward contracts......... 976,707 436,869
Advance subscriptions..................................... 1,288,630 920,395
Due to broker............................................. -- 1,006,857
Redemption payable........................................ -- 8,152
Fees payable.............................................. 249,221 129,889
----------- -----------
Total liabilities...................................... 2,514,558 2,517,560
----------- -----------
Net assets............................................. $42,474,364 $22,136,771
=========== ===========
Number of units............................................. 24,547.544 14,945.226
Net assets value per unit................................... $ 1,730.29 $ 1,481.19
</Table>
See accompanying notes to financial statements.
76
QUADRIGA SUPERFUND, L.P. -- SERIES B
CONDENSED SCHEDULE OF INVESTMENTS
DECEMBER 31, 2004
<Table>
<Caption>
PERCENTAGE MARKET OR
FACE VALUE OF NET ASSETS UNREALIZED
----------- ------------- -----------
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:
Financial........................................ 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
---- -----------
</Table>
- ---------------
* Due to rounding.
See accompanying notes to financial statements.
77
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.
78
QUADRIGA SUPERFUND, L.P. -- SERIES B
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2004 AND 2003
<Table>
<Caption>
2004 2003
----------- -----------
Investment income, interest................................. $ 376,469 $ 99,890
----------- -----------
Expenses:
Management fee............................................ 606,117 235,286
Organization and offering expenses........................ 327,631 127,182
Operating expenses........................................ 49,145 19,077
Selling commission........................................ 1,310,521 508,727
Incentive fee............................................. 1,158,857 486,682
Brokerage commissions..................................... 1,702,193 769,895
Other..................................................... 81,955 11,915
----------- -----------
Total expenses......................................... 5,236,419 2,158,764
----------- -----------
Net investment loss.................................... (4,859,950) (2,058,874)
----------- -----------
Realized and unrealized gain on investments:
Net realized gain on futures and forward contracts........ 10,178,977 3,065,723
Net change in unrealized appreciation on futures and
forward contracts...................................... 259,633 2,562,594
----------- -----------
Net gain on investments................................ 10,438,610 5,628,317
----------- -----------
Net increase in net assets from operations............. $ 5,578,660 $ 3,569,443
=========== ===========
</Table>
See accompanying notes to financial statements.
79
QUADRIGA SUPERFUND, L.P. -- SERIES B
STATEMENTS OF CHANGES IN NET ASSETS
YEARS ENDED DECEMBER 31, 2004 AND 2003
<Table>
<Caption>
2004 2003
----------- -----------
Net increase in net assets from operations:
Net investment loss....................................... $(4,859,950) $(2,058,874)
Net realized gain on futures and forward contracts........ 10,178,977 3,065,723
Net change in unrealized appreciation on futures and
forward contracts...................................... 259,633 2,562,594
----------- -----------
Net increase in net assets from operations............. 5,578,660 3,569,443
Capital share transactions:
Issuance of units......................................... 18,893,934 17,715,452
Redemption of units....................................... (4,135,001) (1,345,105)
----------- -----------
Net increase in net assets from capital share
transactions.......................................... 14,758,933 16,370,347
----------- -----------
Net increase in net assets............................. 20,337,593 19,939,790
Net assets, beginning of year............................... 22,136,771 2,196,981
----------- -----------
Net assets, end of year..................................... $42,474,364 $22,136,771
=========== ===========
Units, beginning of year.................................... 14,945.226 1,894.331
Issuance of units........................................... 12,425.604 14,228.020
Redemption of units......................................... (2,823.286) (1,177.125)
----------- -----------
Units, end of year.......................................... 24,547.544 14,945.226
=========== ===========
</Table>
See accompanying notes to financial statements.
80
QUADRIGA SUPERFUND, L.P. -- SERIES B
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2004 AND 2003
<Table>
<Caption>
2004 2003
------------ ------------
Cash flows from operating activities:
Net increase in net assets from operations................ $ 5,578,660 $ 3,569,443
Adjustments to reconcile increase in net assets to net
cash used in operating activities:
Changes in operating assets and liabilities:
U.S. Government securities........................... (15,559,325) (15,862,966)
Due from brokers..................................... (3,019,412) (2,034,815)
Futures contracts purchased.......................... 526,404 (806,997)
Unrealized appreciation on open forward contracts.... (1,257,062) (2,169,037)
Futures contracts sold............................... (68,813) 2,425
Unrealized depreciation on open forward contracts.... 539,838 411,015
Due to brokers....................................... (1,006,857) 1,006,857
Fees payable......................................... 119,332 5,179
------------ ------------
Net cash used in operating activities............. (14,147,235) (15,878,896)
------------ ------------
Cash flows from financing activities:
Subscriptions, net of change in advance subscriptions..... 19,262,169 17,674,079
Redemptions, net of redemption payable.................... (4,143,153) (1,336,953)
------------ ------------
Net cash provided by financing activities......... 15,119,016 16,337,126
------------ ------------
Net increase in cash.............................. 971,781 458,230
Cash, beginning of year..................................... 854,910 396,680
------------ ------------
Cash, end of year........................................... $ 1,826,691 $ 854,910
============ ============
Supplemental disclosure of noncash financing activities:
2004 subscriptions received in 2003....................... $ 920,395 $ --
2003 subscriptions received in 2002....................... $ -- $ 91,768
============ ============
Redemptions payable....................................... $ -- $ 8,152
============ ============
</Table>
See accompanying notes to financial statements.
81
QUADRIGA SUPERFUND, L.P. -- SERIES A AND SERIES B
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004 AND 2003
(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.
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 dealer's
quotes.
(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
operation.
(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 U.S. income taxes because the
partners report their share of the Fund's income or loss on their returns. The
financial statements reflect the Fund's transactions without adjustment, if any,
required for income tax purposes.
82
QUADRIGA SUPERFUND, L.P. -- SERIES A AND SERIES B
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(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.
(3) DUE FROM/TO BROKERS
Due from brokers consist 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 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 the year ended
December 31 for contributions of the subsequent month and do not participate in
the earnings of the Fund until January 1 of the following year.
(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., 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.
The General Partner will also be paid a monthly performance/incentive fee
equal to 25% of the new appreciation of net asset value 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.
83
QUADRIGA SUPERFUND, L.P. -- SERIES A AND SERIES B
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(6) FINANCIAL HIGHLIGHTS
Financial highlights for the period January 1, 2004 through December 31,
2004 are as follows:
<Table>
<Caption>
SERIES A SERIES B
--------- --------
Total return:
Total return before incentive fees........................ 13.6% 20.0%
Incentive fees............................................ (2.3) (3.2)
--------- --------
Total return after incentive fees...................... 11.3% 16.8%
========= ========
Ratio to average partners' capital:
Operating expenses before incentive fees.................. 10.8% 12.4%
Incentive fees............................................ 2.7 3.6
--------- --------
Total expenses......................................... 13.5% 16.0%
========= ========
Net investment loss......................................... 12.3% 14.8%
Net assets value per unit, beginning of period.............. $1,317.23 1,481.19
Net investment income....................................... (179.76) (244.77)
Net gain on investment...................................... 329.20 493.87
--------- --------
Net asset value per unit, end of period..................... 1,466.67 1,730.29
========= ========
</Table>
Financial highlights are calculated for each series 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
84
QUADRIGA SUPERFUND, L.P. -- SERIES A AND SERIES B
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
extent that an exchange or clearing organization acts as a counter party to the
transactions. The Fund's risk of loss in the event of counter party default is
typically limited to the amounts recognized in the statements of assets and
liabilities and not represented by the contract or notional amounts of the
instruments. The Fund has credit risk and concentration risk because the brokers
with respect to the Fund's assets are ADM Investor Services Inc., FIMAT USA
Inc., Bear, Stearns and 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,
2004. 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.
85
SUPERFUND CAPITAL MANAGEMENT, INC.
(FORMERLY QUADRIGA CAPITAL MANAGEMENT, INC.)
STATEMENT OF FINANCIAL CONDITION
(UNAUDITED) (IN U.S. DOLLARS)
SEPTEMBER 30, 2005
<Table>
ASSETS
Cash........................................................ $1,429,495
Due from affiliated limited partnerships.................... 241,488
Investment in affiliated limited partnership (cost
$1,500,000)............................................... 2,315,885
Investment in Money Market Fund (cost $2,954,571)........... 2,946,243
Fixed assets, net of accumulated depreciation of $145,744... 29,229
Other assets................................................ 39,898
----------
$7,002,238
==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Other liabilities......................................... $ 1,292
----------
Total liabilities...................................... 1,292
----------
Stockholder's equity:
Contributed capital, $50 par value. Authorized, issued,
and outstanding 2,000 shares........................... 100,000
Additional paid-in-capital................................ 2,227,378
Retained earnings......................................... 4,673,568
----------
Total stockholder's equity............................. 7,000,946
----------
$7,002,238
==========
</Table>
See accompanying notes to unaudited financial statements.
86
SUPERFUND CAPITAL MANAGEMENT, INC.
(FORMERLY QUADRIGA CAPITAL MANAGEMENT, INC.)
STATEMENT OF INCOME
(UNAUDITED) (IN U.S. DOLLARS)
NINE MONTHS ENDED SEPTEMBER 30, 2005
<Table>
Income:
Other income.............................................. $ 1,689
Unrealized loss on currency conversion.................... (34,264)
Equity in loss of unconsolidated investment in affiliated
limited partnership.................................... (286,933)
Equity in earnings of unconsolidated investment in money
market fund............................................ 23,357
Management and incentive fees from affiliated limited
partnerships........................................... 1,690,889
----------
Total income........................................... 1,394,738
----------
Expenses:
Professional fees......................................... 309,050
Operating expenses........................................ 78,940
Salaries.................................................. 104,215
Depreciation.............................................. 27,163
----------
Total expenses......................................... 519,368
----------
Net income............................................. $ 875,370
==========
</Table>
See accompanying notes to unaudited financial statements.
87
SUPERFUND CAPITAL MANAGEMENT, INC.
(FORMERLY QUADRIGA CAPITAL MANAGEMENT, INC.)
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (UNAUDITED) (IN U.S. DOLLARS)
NINE MONTHS ENDED SEPTEMBER 30, 2005
<Table>
<Caption>
COMMON ADDITIONAL RETAINED
STOCK PAID-IN CAPITAL EARNINGS TOTAL
-------- --------------- --------- ---------
Balance at December 31, 2004................... $100,000 2,227,378 3,798,198 6,125,576
Capital contribution........................... -- -- -- --
Capital distribution........................... -- -- -- --
Net income..................................... -- -- 875,370 875,370
-------- --------- --------- ---------
Balance at September 30, 2005.................. $100,000 2,227,378 4,673,568 7,000,946
======== ========= ========= =========
</Table>
See accompanying notes to unaudited financial statements.
88
SUPERFUND CAPITAL MANAGEMENT, INC.
(FORMERLY QUADRIGA CAPITAL MANAGEMENT, INC.)
STATEMENT OF CASH FLOWS (UNAUDITED) (IN U.S. DOLLARS)
NINE MONTHS ENDED SEPTEMBER 30, 2005
<Table>
Cash flows from operating activities:
Net income................................................ $ 875,370
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation........................................... 27,163
Increase in due from affiliated limited partnerships... (48,268)
Equity in loss of unconsolidated investment in
affiliated limited partnership........................ 286,933
Equity in earnings of unconsolidated investment in
money market fund..................................... 8,328
Increase in other assets............................... (1,008)
Decrease in professional fees payable.................. (142,465)
Decease in other liabilities........................... (1,007)
-----------
Net cash provided by operating activities............ 1,005,046
-----------
Cash flows from investing activities:
Subscription to money market fund (cost $2,954,571)....... (2,954,571)
-----------
Purchase of fixed assets.................................. (12,889)
-----------
Net cash used in investing activities................ (2,967,460)
-----------
Cash flows from financing activities:
Contributed capital....................................... --
-----------
Net cash provided by financing activities............ --
-----------
Net change in cash................................... (1,962,414)
Cash at beginning of year................................... 3,391,909
-----------
Cash at end of period....................................... $ 1,429,495
===========
</Table>
See accompanying notes to unaudited financial statements.
89
SUPERFUND CAPITAL MANAGEMENT, INC.
(FORMERLY QUADRIGA CAPITAL MANAGEMENT, INC.)
NOTES TO UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2005
(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
Superfund Capital Management Inc. (the Company) was incorporated in
Grenada, West Indies, in March 2001 as Quadriga Capital Management Inc. 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. On March 11, 2005 the company's name was
changed from Quadriga Capital Management Inc. to Superfund Capital Management
Inc.
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 period
ended September 30, 2005.
90
SUPERFUND 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 September 30, 2005, the Company had earned
management fees and incentive fees of $1,690,890, which is included in fee
income. However, no incentive fees occurred for the said time period. At
September 30, 2005, the Company had accrued management fee revenue receivable of
$237,483, 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 Superfund, L.P. 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 September 30, 2005, 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 Superfund Asset Management, Inc.
(SAM), an introducing broker located in Chicago, IL. The sole stockholder of the
Company is also a majority shareholder of SAM. Brokerage costs are recognized in
the account for which the Company is trading. No brokerage costs are incurred
directly by the Company.
91
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, 2004, 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 the 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 consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. 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, 2004, 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.
/s/ KPMG LLC
March 2, 2005
New York, New York
92
QUADRIGA CAPITAL MANAGEMENT, INC.
STATEMENT OF FINANCIAL CONDITION
DECEMBER 31, 2004
(IN U.S. DOLLARS)
<Table>
ASSETS
Cash........................................................ $3,391,909
Due from affiliated limited partnerships.................... 193,220
Investment in affiliated limited partnership (cost,
$1,500,000)............................................... 2,602,818
Fixed asset, net of accumulated depreciation of $118,581.... 43,504
Other assets................................................ 38,889
----------
$6,270,340
==========
LIABILITIES AND STOCKHOLDER'S EQUITY
Liabilities:
Other liabilities......................................... $ 2,299
Professional fees payable................................. 142,466
----------
Total liabilities...................................... 144,765
----------
Stockholder's equity:
Contributed capital, $50 par value. Authorized, issued,
and outstanding 2000 shares............................ 100,000
Additional paid-in-capital................................ 2,227,378
Retained earnings......................................... 3,798,197
----------
Total stockholder's equity............................. 6,125,575
----------
$6,270,340
==========
</Table>
See accompanying notes to financial statements.
93
QUADRIGA CAPITAL MANAGEMENT, INC.
STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 2004
(IN U.S. DOLLARS)
<Table>
Income:
Equity in earnings of unconsolidated investment in
affiliated limited partnership......................... $ 304,398
Management and incentive fees from affiliated limited
partnerships........................................... 3,526,026
Other income.............................................. 25,262
----------
Total income........................................... 3,855,686
----------
Expenses:
Professional fees......................................... 640,826
Operating expenses........................................ 127,538
Salaries.................................................. 153,977
Depreciation.............................................. 45,599
Other expenses............................................ 11,962
----------
Total expenses......................................... 979,902
----------
Net income............................................. $2,875,784
==========
</Table>
See accompanying notes to financial statements.
94
QUADRIGA CAPITAL MANAGEMENT, INC.
STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
YEAR ENDED DECEMBER 31,2004
(IN U.S. DOLLARS)
<Table>
<Caption>
COMMON ADDITIONAL RETAINED
STOCK PAID-IN CAPITAL EARNINGS TOTAL
-------- --------------- --------- ----------
Balance at December 31, 2003.................. $100,000 2,227,378 922,413 3,249,791
Capital distribution.......................... -- (2,300,000) -- (2,300,000)
Capital contribution.......................... -- 2,300,000 -- 2,300,000
Net income.................................... -- -- 2,875,784 2,875,784
-------- ---------- --------- ----------
Balance at December 31, 2004.................. $100,000 2,227,378 3,798,197 6,125,575
======== ========== ========= ==========
</Table>
See accompanying notes to financial statements.
95
QUADRIGA CAPITAL MANAGEMENT, INC.
STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2004
(IN U.S. DOLLARS)
<Table>
Cash flows from operating activities:
Net income................................................ $2,875,784
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation........................................... 45,599
Equity in earnings of unconsolidated investment in
affiliated limited partnership........................ (304,398)
Increase in due from affiliated limited partnerships... (92,863)
Increase in other assets............................... (1,633)
Decrease in other liabilities.......................... (2,722)
Increase in professional fees payable.................. 35,958
----------
Net cash provided by operating activities......... 2,555,725
----------
Cash flows from investing activities:
Purchase of fixed assets.................................. (46,731)
Redemption from investment in affiliated limited
partnership............................................ 500,000
----------
Net cash used in investing activities............. 453,269
----------
Cash flows from financing activities:
Capital distribution...................................... (2,300,000)
Capital contribution...................................... 2,300,000
----------
Net cash used in financing activities............. --
----------
Net change in cash................................ 3,008,994
Cash at beginning of year................................... 382,915
----------
Cash at end of year......................................... $3,391,909
==========
</Table>
See accompanying notes to financial statements.
96
QUADRIGA CAPITAL MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2004
(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.
(Quadriga Partners) 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 or loss that is effectively connected to trade or
business carried on in the United States of America, and services are performed
outside the United States, therefore, is not subject to income tax for the year
ended December 31, 2004.
97
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 bank accounts in U.S. Dollars, the Company also has two accounts
denominated in foreign currencies (Eastern Caribbean dollars and Euros) used for
various 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, L.P. As general manager of Quadriga Superfund,
the Company receives a monthly management fee equal to one-twelfth of 3% (3% per
annum) of the net assets of Quadriga Superfund at the end 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 Superfund. In
addition, the Company receives a monthly incentive fee from Quadriga Superfund
in an amount equal to 25% of the new appreciation of net asset value. For the
period from January 1 to December 31, 2004, the Company earned management fees
and incentive fees of $1,715,219 and $1,810,807, respectively, which is included
in fee income. At December 31, 2004, the Company had accrued management fee
revenue receivable of $186,695, 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, 2004, 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) INVESTMENT IN AFFILIATED LIMITED PARTNERSHIPS
The following represents investments in Quadriga Superfund as of December
31, 2004:
<Table>
at January 1, 2004.......................................... $2,798,420
Capital withdrawals......................................... (500,000)
Equity in earnings.......................................... 304,398
----------
Investment in Quadriga Superfund at December 31, 2004....... $2,602,818
==========
</Table>
98
QUADRIGA CAPITAL MANAGEMENT, INC.
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(4) LEASE
The future minimum lease payments under the office rental lease as of
December 31, 2004 are:
<Table>
<Caption>
MINIMUM
PAYMENTS
--------
Year ending December 31:
2005...................................................... $17,989
2006*..................................................... 13,492
-------
$31,481
=======
</Table>
- ---------------
* There is no rental commitment beyond September 2006.
The lease is cancelable with two months advance notice.
(5) 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. Since that date,
the Fund has sold a total of 11,343 units in the principal amount of
$14,201,005. 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 the 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.
99
PART TWO -- STATEMENT OF ADDITIONAL INFORMATION
QUADRIGA SUPERFUND, L.P.
$87,428,165 UNITS OF LIMITED PARTNERSHIP 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.
---------------------
SUPERFUND CAPITAL MANAGEMENT, INC.
GENERAL PARTNER
---------------------
100
PART TWO
STATEMENT OF ADDITIONAL INFORMATION
TABLE OF CONTENTS
<Table>
<Caption>
PAGE
----
Strategy.................................................... 102
Why Superfund............................................... 109
Glossary.................................................... 109
The Futures and Forward Markets............................. 110
Regulation.................................................. 111
Advantages of Futures Fund Investments...................... 112
Potential Disadvantages of Futures Fund Investments......... 113
EXHIBITS
Exhibit A: Quadriga Superfund, L.P. Form of First Amended
and Restated Limited Partnership Agreement................ A-1
Exhibit B: Request for Redemption........................... B-1
Exhibit C: Subscription Instructions........................ C-1
Exhibit D: Suitability Requirements......................... D-1
</Table>
101
STRATEGY
MARKET DIVERSIFICATION
Superfund Capital Management, Inc. and its affiliates (collectively,
"Superfund") use a proprietary system designed to ensure minimal correlation to
traditional investments. The spectrum of traded instruments globally consists of
more than 100 (up to 140) futures markets in both commodity and financial
futures. Fundamental to Superfund's trading style is low correlation between the
different instruments and high liquidity for order execution.
[PIE GRAPH]
The above chart is only an indication of the variety of markets traded or
that may be traded by Superfund and is not indicative of relative allocations
among these markets. The actual allocations among these markets change over time
due to liquidity, volatility and risk considerations.
On September 30, 2005, the approximate allocations among market sectors
traded on behalf of the Series were as follows: stock indices, 11%; currencies,
13%; bonds, 61%; grains, 2%; energy, 4%; metals, 8%; agricultural markets, 1%;
meat, 0%.
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. Superfund believes the key to using such
indicators successfully lies in the way they are interrelated and applied in
combination.
102
TREND FOLLOWING
At present, Superfund's trading strategy is based on short and midterm time
horizons. One key to Superfund's past success is to limit drawdowns by daily
maintenance of stop orders. In this way, if a trend reverses Superfund's loss is
theoretically limited, while if a trend continues Superfund's profits are
theoretically protected. By this measure, Superfund seeks to optimize winning
trades. However, past performance is not necessarily indicative of future
results.
[TREND FOLLOWING GRAPH]
MONEY MANAGEMENT
Risk management plays a key role in Superfund's investment strategy.
Superfund'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.
103
PERFORMANCE SUPERFUND SERIES A & SUPERFUND Q-AG
[PERFORMANCE QAG GRAPH]
Below are the data points representing percentage returns for the Performance
QAG Graph
<Table>
<Caption>
SUPERFUND SERIES A
SUPERFUND Q-AG SUPERFUND Q-AG (SINCE INCEPTION -
(SINCE INCEPTION) (SINCE 11/1/02) 11/1/02)
- ------------------ --------------- -----------------------
Mar-96 -2.09% Nov-02 -6.38% Nov-02 -3.59%
Apr-96 -0.99% Dec-02 9.14% Dec-02 9.56%
May-96 -1.58% Jan-03 23.07% Jan-03 22.03%
Jun-96 -1.62% Feb-03 37.88% Feb-03 36.67%
Jul-96 -1.79% Mar-03 14.84% Mar-03 9.18%
Aug-96 -1.05% Apr-03 13.00% Apr-03 9.73%
Sep-96 -2.51% May-03 24.35% May-03 26.23%
Oct-96 -4.23% Jun-03 18.34% Jun-03 15.67%
Nov-96 -4.50% Jul-03 17.13% Jul-03 5.53%
Dec-96 -10.30% Aug-03 18.86% Aug-03 7.81%
Jan-97 -7.20% Sep-03 15.45% Sep-03 7.94%
Feb-97 0.45% Oct-03 23.00% Oct-03 12.24%
Mar-97 -4.20% Nov-03 20.23% Nov-03 10.28%
Apr-97 -6.59% Dec-03 35.70% Dec-03 31.72%
May-97 0.83% Jan-04 39.73% Jan-04 34.96%
Jun-97 8.30% Feb-04 51.88% Feb-04 52.04%
Jul-97 20.56% Mar-04 52.51% Mar-04 48.84%
Aug-97 6.79% Apr-04 34.68% Apr-04 27.71%
Sep-97 7.65% May-04 40.18% May-04 36.92%
Oct-97 0.93% Jun-04 30.31% Jun-04 21.00%
Nov-97 2.55% Jul-04 30.99% Jul-04 20.81%
Dec-97 8.27% Aug-04 26.02% Aug-04 12.55%
Jan-98 5.51% Sep-04 31.10% Sep-04 24.30%
Feb-98 10.35% Oct-04 34.49% Oct-04 30.36%
Mar-98 14.33% Nov-04 46.58% Nov-04 46.39%
Apr-98 8.83% Dec-04 50.60% Dec-04 46.67%
May-98 18.34% Jan-05 40.11% Jan-05 32.20%
Jun-98 20.65% Feb-05 40.80% Feb-05 34.55%
Jul-98 33.21% Mar-05 43.53% Mar-05 42.83%
Aug-98 46.37% Apr-05 30.55% Apr-05 25.37%
Sep-98 45.41% May-05 33.97% May-05 25.75%
Oct-98 40.75% Jun-05 39.17% Jun-05 28.82%
Nov-98 60.12% Jul-05 38.03% Jul-05 25.15%
Dec-98 75.98% Aug-05 36.43% Aug-05 32.27%
Jan-99 83.22% Sep-05 37.94% Sep-05 32.95%
Feb-99 85.02%
Mar-99 81.87%
Apr-99 93.37%
May-99 82.15%
Jun-99 81.37%
Jul-99 83.43%
Aug-99 78.45%
Sep-99 86.53%
Oct-99 80.62%
Nov-99 99.70%
Dec-99 120.67%
Jan-00 124.74%
Feb-00 122.18%
Mar-00 112.85%
Apr-00 112.43%
May-00 125.74%
Jun-00 128.30%
Jul-00 118.99%
Aug-00 142.85%
Sep-00 127.57%
Oct-00 117.51%
Nov-00 128.52%
Dec-00 171.84%
Jan-01 176.05%
Feb-01 180.06%
Mar-01 215.80%
Apr-01 175.34%
May-01 187.23%
Jun-01 188.34%
Jul-01 193.63%
Aug-01 211.70%
Sep-01 259.72%
Oct-01 273.92%
Nov-01 226.22%
Dec-01 223.02%
Jan-02 221.10%
Feb-02 213.15%
Mar-02 208.63%
Apr-02 199.41%
May-02 203.32%
Jun-02 244.80%
Jul-02 292.31%
Aug-02 324.48%
Sep-02 375.15%
Oct-02 309.66%
Nov-02 283.54%
Dec-02 347.11%
Jan-03 404.16%
Feb-03 464.85%
Mar-03 370.44%
Apr-03 362.93%
May-03 409.41%
Jun-03 384.79%
Jul-03 379.85%
Aug-03 386.93%
Sep-03 372.95%
Oct-03 403.88%
Nov-03 392.54%
Dec-03 455.90%
Jan-04 472.41%
Feb-04 522.17%
Mar-04 524.78%
Apr-04 451.74%
May-04 474.26%
Jun-04 433.84%
Jul-04 436.62%
Aug-04 416.23%
Sep-04 437.08%
Oct-04 450.95%
Nov-04 500.46%
Dec-04 516.94%
Jan-05 473.97%
Feb-05 476.80%
Mar-05 487.97%
Apr-05 434.79%
May-05 448.80%
Jun-05 470.10%
Jul-05 465.46%
Aug-05 458.90%
Sep-05 465.08%
</Table>
Superfund Q-AG is the group's flagship product and was introduced to the
retail investor in Europe on March 8, 1996. The Superfund A-AG is not available
for US-investors.
HISTORICAL PERFORMANCE
SUPERFUND L.P. SERIES A
<Table>
<Caption>
---------------- ---------------- ---------------- ----------------
2002 2003 2004 2005
---------------- ---------------- ---------------- ----------------
Jan 1220.25 +11.38% 1349.63 +2.46% 1321.97 -9.87%
Feb 1366.74 +12.00% 1520.39 +12.65% 1345.51 +1.78%
Mar 1091.75 -20.12% 1488.43 -2.10% 1428.28 +6.15%
Apr 1097.34 +0.51% 1277.14 -14.20% 1253.71 -12.22%
May 1262.34 +15.04% 1369.16 +7.21% 1257.46 +0.30%
Jun 1156.71 -8.37% 1210.02 -11.62% 1288.17 +2.44%
Jul 1055.27 -8.77% 1208.13 -0.16% 1251.48 -2.85%
Aug 1078.09 +2.16% 1125.48 -6.84% 1322.67 +5.69%
Sep 1079.38 +0.12% 1242.96 +10.44% 1329.46 +0.51%
Oct 1000.00 1122.43 +3.99% 1303.61 +4.88%
Nov 964.06 -3.59% 1102.79 -1.75% 1463.89 +12.30%
Dec 1095.62 +13.65% 1317.23 +19.45% 1466.67 +0.19%
---------------- ---------------- ---------------- ----------------
+9.56% +20.23% +11.35% -9.36
---------------- ---------------- ---------------- ----------------
</Table>
SUPERFUND Q-AG
<Table>
<Caption>
1996 -10.30% 1997 +20.70% 1998 +62.55% 1999 +25.39%
---------------- ---------------- ---------------- ----------------
2000 +23.19% 2001 +18.82%
---------------- ---------------- ---------------- ----------------
2002 2003 2004 2005
---------------- ---------------- ---------------- ----------------
Jan 3211.04 -0.59% 5041.62 +12.76% 5724.10 +2.97% 5739.67 -6.97%
Feb 3131.50 -2.48% 5648.54 +12.04% 6221.70 +8.69% 5767.99 +0.49%
Mar 3086.26 -1.44% 4704.38 -16.72% 6247.76 +0.42% 5879.65 +1.94%
Apr 2994.10 -2.99% 4629.32 -1.60% 5517.40 -11.69% 5347.90 -9.04%
May 3033.24 +1.31% 5094.14 +10.04% 5742.62 +4.08% 5488.02 +2.62%
Jun 3447.95 +13.67% 4847.91 -4.83% 5338.37 -7.04% 5701.04 +3.88%
Jul 3923.06 +13.78% 4798.53 -1.02% 5366.23 +0.52% 5654.56 -0.82%
Aug 4244.76 +8.20% 4869.26 +1.47% 5162.34 -3.80% 5588.97 -1.16%
Sep 4751.49 +11.94% 4729.52 -2.87% 5370.75 +4.04% 5650.82 +1.11%
Oct 4096.59 -13.78% 5038.78 +6.54% 5509.52 +2.58%
Nov 3835.39 -6.38% 4925.42 -2.25% 6004.61 +8.99%
Dec 4471.13 +16.58% 5559.03 +12.86% 6169.38 +2.74%
---------------- ---------------- ---------------- ----------------
+38.42% +24.33% +10.98% -8.41%
---------------- ---------------- ---------------- ----------------
</Table>
STATISTICS
<Table>
<Caption>
10/2002-09/2005 03/1996-09/2005
- ----------------------- ----------------------- ---------------
RETURN STATISTICS SUPERFUND L.P. SERIES A SUPERFUND Q-AG
- ----------------------- ----------------------- ---------------
since inception 32.95% 464.85%
annualized geometric* 10.25% 19.83%
YTD -9.36% -8.44%
one year rolling 6.96% 5.17%
three year rolling N/A 18.88%
five year rolling N/A 148.21%
average monthly* 0.82% 1.52%
highest monthly* 19.45% 18.96%
lowest monthly* -20.12% -16.72%
% of positive months* 62.86% 57.39%
- ------------------------------------------------------------------
* since inception
</Table>
<Table>
<Caption>
10/2002-09/2005 03/1996-09/2005
- ----------------------- ----------------------- ---------------
RISK STATISTICS SUPERFUND L.P. SERIES A SUPERFUND Q-AG
- ----------------------- ----------------------- ---------------
annual standard
deviation* 31.57% 23.69%
monthly standard
deviation* 9.11% 6.84%
max. initial risk per
trade 1.00% 1.00%
typical margin to
equity 20.00% 20.00%
maximum drawdown* -25.97% -19.93%
maximum time off peak* 19 months 18 months
sharpe ratio 0.32% 0.84%
correlation to S&P 500 0.10% -0.16%
correlation to CISDM 0.85% 0.70%
correlation to CSFB 0.59% 0.21%
- ------------------------------------------------------------------
* modified
</Table>
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
Superfund Q-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 Superfund Q-AG.
104
PERFORMANCE SUPERFUND SERIES B & SUPERFUND GCT
[PERFORMANCE GCT GRAPH]
Below are the data points representing percentage returns for the Performance
GCT Graph
<Table>
<Caption>
SUPERFUND SERIES B
SUPERFUND GCT SUPERFUND GCT (SINCE INCEPTION -
(SINCE INCEPTION) (SINCE 11/1/02) 11/1/02)
- ------------------ --------------- -----------------------
Jan-00.. 12.32% Nov-02 -5.94% Nov-02 -5.84%
Feb-00.. 6.00% Dec-02 17.03% Dec-02 15.98%
Mar-00.. 3.40% Jan-03 40.43% Jan-03 36.38%
Apr-00.. 2.62% Feb-03 62.23% Feb-03 59.66%
May-00.. 9.24% Mar-03 24.57% Mar-03 13.19%
Jun-00.. 10.01% Apr-03 25.89% Apr-03 14.17%
Jul-00.. 0.61% May-03 38.35% May-03 39.18%
Aug-00.. 13.01% Jun-03 26.51% Jun-03 23.07%
Sep-00.. 5.20% Jul-03 22.54% Jul-03 8.36%
Oct-00.. 1.95% Aug-03 25.75% Aug-03 12.07%
Nov-00.. 11.07% Sep-03 18.37% Sep-03 12.12%
Dec-00.. 40.16% Oct-03 30.48% Oct-03 18.76%
Jan-01.. 45.15% Nov-03 27.17% Nov-03 16.33%
Feb-01.. 51.78% Dec-03 47.87% Dec-03 48.12%
Mar-01.. 66.87% Jan-04 50.77% Jan-04 53.28%
Apr-01.. 52.51% Feb-04 71.95% Feb-04 81.84%
May-01.. 55.39% Mar-04 71.02% Mar-04 77.14%
Jun-01.. 63.19% Apr-04 36.96% Apr-04 42.43%
Jul-01.. 65.00% May-04 43.40% May-04 55.41%
Aug-01.. 81.95% Jun-04 28.77% Jun-04 31.98%
Sep-01.. 133.66% Jul-04 30.95% Jul-04 31.86%
Oct-01.. 145.98% Aug-04 23.43% Aug-04 19.62%
Nov-01.. 110.01% Sep-04 33.54% Sep-04 37.26%
Dec-01.. 99.81% Oct-04 41.39% Oct-04 46.88%
Jan-02.. 101.93% Nov-04 63.20% Nov-04 72.33%
Feb-02.. 96.49% Dec-04 64.43% Dec-04 73.03%
Mar-02.. 85.77% Jan-05 43.90% Jan-05 47.52%
Apr-02.. 84.59% Feb-05 47.56% Feb-05 53.33%
May-02.. 91.16% Mar-05 53.86% Mar-05 66.35%
Jun-02.. 136.16% Apr-05 30.07% Apr-05 38.32%
Jul-02.. 177.90% May-05 32.22% May-05 38.97%
Aug-02.. 220.23% Jun-05 40.12% Jun-05 43.92%
Sep-02.. 249.07% Jul-05 40.05% Jul-05 38.63%
Oct-02.. 188.92% Aug-05 40.88% Aug-05 49.75%
Nov-02.. 171.77% Sep-05 45.68% Sep-05 51.34%
Dec-02.. 238.14%
Jan-03.. 305.72%
Feb-03.. 368.71%
Mar-03.. 259.91%
Apr-03.. 263.72%
May-03.. 299.71%
Jun-03.. 265.51%
Jul-03.. 254.03%
Aug-03.. 263.32%
Sep-03.. 241.98%
Oct-03.. 276.98%
Nov-03.. 267.42%
Dec-03.. 327.23%
Jan-04.. 335.62%
Feb-04.. 396.80%
Mar-04.. 394.10%
Apr-04.. 295.70%
May-04.. 314.31%
Jun-04.. 272.04%
Jul-04.. 278.35%
Aug-04.. 256.61%
Sep-04.. 285.82%
Oct-04.. 308.50%
Nov-04.. 371.51%
Dec-04.. 375.06%
Jan-05.. 315.76%
Feb-05.. 326.34%
Mar-05.. 344.52%
Apr-05.. 275.79%
May-05.. 282.00%
Jun-05.. 304.85%
Jul-05.. 304.63%
Aug-05.. 307.03%
Sep-05.. 320.89%
</Table>
Superfund GCT is the more aggressive fund strategy and was introduced on
January 4, 2000 to investors. The Superfund GCT is not available for
US-investors.
HISTORICAL PERFORMANCE
<Table>
<Caption>
2002 2003 2004 2005
---------------- ----------------- ----------------- ----------------
Jan............................. 1363.75 +17.59% 1532.81 +3.49% 1475.16 -14.74%
Feb............................. 1596.61 +17.07% 1818.37 +18.63% 1533.29 +3.94%
Mar............................. 1131.88 -29.11% 1771.36 -2.59% 1663.54 +8.49%
Apr............................. 1141.74 +0.87% 1424.26 -19.60% 1383.15 -16.86%
May............................. 1391.75 +21.90% 1554.08 +9.11% 1389.74 +0.48%
Jun............................. 1230.71 -11.57% 1319.81 -15.07% 1439.18 +3.56%
Jul............................. 1083.58 -11.95% 1318.60 -0.09% 1386.27 -3.68%
Aug............................. 1120.69 +3.42% 1196.15 -9.29% 1497.48 +8.02%
Sep............................. 1121.18 +0.04% 1372.57 +14.75% 1513.39 +1.06%
Oct............................. 1000.00 1187.57 +5.92% 1468.76 +7.01%
Nov............................. 941.56 -5.84% 1163.31 -2.04% 1723.25 +17.33%
Dec............................. 1159.77 +23.18% 1481.19 +27.33% 1730.29 +0.41%
---------------- ----------------- ----------------- ----------------
+15.98% +27.71% +16.82% -12.54%
---------------- ----------------- ----------------- ----------------
</Table>
<Table>
<Caption>
----------------- -----------------
2000 +40.16% 2001 +42.56% 2004 2005
------- ------- ------- ------- ---------------- ----------------
Jan............................ 1112.97 +1.06% 2236.19 +19.99% 2400.95 +1.96% 2291.49 -12.48%
Feb............................ 1082.99 -2.69% 2583.34 +15.52% 2738.17 +14.05% 2349.80 +2.54%
Mar............................ 1023.91 -5.46% 1983.71 -23.21% 2723.31 -0.54% 2450.01 +4.26%
-%
Apr............................ 1017.38 -0.64% 2004.71 +1.06% 2180.94 19.92 2071.20 -15.46%
May............................ 1053.60 +3.56% 2203.04 +9.89% 2283.54 +4.70% 2105.46 +1.65%
-%
Jun............................ 1301.64 +23.54% 2014.56 -8.56% 2050.52 10.20 2231.36 +5.98%
Jul............................ 1531.66 +17.67% 1951.28 -3.14% 2085.33 +1.70% 2230.19 -0.05%
Aug............................ 1764.97 +15.23% 2002.46 +2.62% 1965.50 -5.75% 2243.38 +0.59%
Sep............................ 1923.95 +9.01% 1884.88 -5.87% 2126.50 +8.19% 2319.80 +3.41%
Oct............................ 1592.41 -17.23% 2077.75 +10.23% 2251.49 +5.88%
Nov............................ 1497.89 -5.94% 2025.07 -2.54% 2598.77 +15.42%
Dec............................ 1863.67 +23.18% 2354.70 +16.28% 2618.37 +0.75%
----------------- ----------------- ---------------- ----------------
+69.23% +26.35% +11.20% -11.40%
----------------- ----------------- ---------------- ----------------
</Table>
STATISTICS
<Table>
<Caption>
10/2002-09/2005 01/2000-09/2005
----------------------- ---------------
SUPERFUND L.P. SERIES B SUPERFUND
----------------------- GCT
- ----------------------------------------------------- ---------------
since inception...................................... 51.34% 320.89%
annualized geometric*................................ 15.26% 28.44%
YTD.................................................. -12.54% -11.40%
one year rolling..................................... 10.26% 9.09%
three year rolling................................... N/A 20.57%
five year rolling.................................... N/A 300.08%
average monthly*..................................... 1.19% 2.11%
highest monthly*..................................... 27.33% 28.42%
lowest monthly*...................................... -29.11% -23.21%
% of positive months*................................ 62.86% 62.32%
- -----------------------------------------------------
* since inception
</Table>
<Table>
<Caption>
10/2002-09/2005 01/2000-09/2005
----------------------- ---------------
SUPERFUND L.P. SERIES B SUPERFUND
----------------------- GCT
- ----------------------------------------------------- ---------------
annual standard deviation*........................... 45.34% 36.91%
monthly standard deviation*.......................... 13.09% 10.65%
typical margin to equity............................. 30.00% 30.00%
max. initial risk per trade.......................... 1.50% 1.50%
maximum drawdown*.................................... 34.22% 28.22%
maximum time off peak*............................... 19 months 19 months
sharpe ratio......................................... 0.34% 0.77%
correlation to S&P 500............................... 0.08% -0.32%
correlation to CISDM................................. 0.86% 0.82%
correlation to CSFB.................................. 0.59% 0.12%
- -----------------------------------------------------
* modified
</Table>
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
Superfund GCT; however, its 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 Superfund GCT.
105
<Table>
<Caption>
SERIES A* SUPERFUND Q-AG S&P 500 NASDAQ COMP. MSCI WORLD
--------- -------------- ------- ------------ ----------
PERFORMANCE
PERFORMANCE SINCE 03/96.................... 32.95% 465.08% 87.99% 96.84% 63.27%
PERFORMANCE P.A............................ 10.25% 19.84% 6.82% 7.33% 5.24%
RISK
MAXIMUM DRAWDOWN........................... -25.97% -19.93% -46.28% -75.04% -48.45%
VOLATILITY P.A............................. 31.57% 23.69% 15.88% 29.57% 14.71%
STATISTICS
MOD. SHARPE RATIO.......................... 0.32 0.84 0.43 0.25 0.36
CORRELATION TO SUPERFUND Q-AG.............. 0.93 1.00 -0.16 -0.12 -0.12
</Table>
03/08/97 -- 09/30/05 *11/01/02 -- 09/30/05
This chart was prepared by Superfund Capital Management,Inc. See the glossary on
page 109 for information integral to this chart.
<Table>
<Caption>
SERIES A SUPERFUND Q-AG S&P 500 NASDAQ COMP. MSCI WORLD
-------- -------------- ------- ------------ ----------
PERFORMANCE
PERFORMANCE SINCE 11/02..................... 32.95% 37.94% 38.73% 61.81% 54.61%
PERFORMANCE P.A............................. 10.25% 11.65% 11.87% 17.93% 16.11%
RISK
MAXIMUM DRAWDOWN............................ -25.97% -18.04% -10.16% -11.67% -10.18%
VOLATILITY P.A.............................. 31.57% 25.50% 10.27% 16.80% 10.56%
STATISTICS
MOD. SHARPE RATIO........................... 0.32 0.47 1.16 1.07 1.53
CORRELATION TO SERIES A..................... 1.00 0.93 0.10 0.10 0.20
</Table>
11/01/02 -- 09/30/05
# COMMENTS
Over the past year, Quadriga Superfund Series A had a low 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
Superfund Q-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 Superfund Q-AG.
CORRELATION COMPARISON GRAPH
Below are the data points representing percentage returns for the Correlation
Comparison Graph
<Table>
<Caption>
SUPERFUND NASDAQ MSCI SUPERFUND SUPERFUND S&P NASDAQ MSCI
Q-AG S&P 500 COMP. WORLD SERIES A Q-AG 500 COMP. WORLD
--------- ------- ------ ----- --------- --------- ----- ------ -----
Mar-96............... -2.09% -1.25% 0.76% 1.51% Nov-02 -3.59% -6.38% 5.71% 11.21% 5.25%
Apr-96............... -0.99% 0.08% 8.91% 3.74% Dec-02 9.56% 9.14% -0.67% 0.43% 0.04%
May-96............... -1.58% 2.37% 13.75% 3.68% Jan-03 22.03% 23.07% -3.39% -0.66% -3.08%
Jun-96............... -1.62% 2.60% 8.41% 4.05% Feb-03 36.67% 37.88% -5.04% 0.58% -4.93%
Jul-96............... -1.79% -2.10% -1.15% 0.21% Mar-03 9.18% 14.84% -4.24% 0.86% -5.46%
Aug-96............... -1.05% -0.25% 4.43% 1.21% Apr-03 9.73% 13.00% 3.52% 10.12% 2.70%
Sep-96............... -2.51% 5.15% 12.24% 5.01% May-03 26.23% 24.35% 8.79% 20.02% 8.31%
Oct-96............... -4.23% 7.90% 11.75% 5.59% Jun-03 15.67% 18.34% 10.02% 22.04% 10.00%
Nov-96............... -4.50% 15.81% 18.25% 11.34% Jul-03 5.53% 17.13% 11.80% 30.48% 12.11%
Dec-96............... -10.30% 13.32% 18.11% 9.40% Aug-03 7.81% 18.86% 13.80% 36.15% 14.33%
Jan-97............... -7.20% 20.27% 26.23% 10.56% Sep-03 7.94% 15.45% 12.44% 34.38% 14.87%
Feb-97............... 0.45% 20.99% 19.75% 11.68% Oct-03 12.24% 23.00% 18.62% 45.31% 21.57%
Mar-97............... -4.20% 15.83% 11.76% 9.31% Nov-03 10.28% 20.23% 19.47% 47.42% 23.25%
Apr-97............... -6.59% 22.59% 15.34% 12.73% Dec-03 31.72% 35.70% 25.53% 50.66% 30.87%
May-97............... 0.83% 29.78% 28.10% 19.52% Jan-04 34.96% 39.73% 27.70% 55.38% 32.89%
Jun-97............... 8.30% 35.41% 31.91% 25.32% Feb-04 52.04% 51.88% 29.26% 52.65% 34.95%
Jul-97............... 20.56% 45.99% 45.80% 30.94% Mar-04 48.84% 52.51% 27.15% 49.97% 33.75%
Aug-97............... 6.79% 37.61% 45.21% 22.02% Apr-04 27.71% 34.68% 25.01% 44.40% 30.78%
Sep-97............... 7.65% 44.92% 54.21% 28.49% May-04 36.92% 40.18% 26.52% 49.41% 31.67%
Oct-97............... 0.93% 39.93% 45.79% 21.57% Jun-04 21.00% 30.31% 28.80% 54.00% 34.18%
Nov-97............... 2.55% 46.16% 46.42% 23.56% Jul-04 20.81% 30.99% 24.38% 41.93% 29.69%
Dec-97............... 8.27% 48.46% 43.66% 24.90% Aug-04 12.55% 26.02% 24.67% 38.23% 30.02%
Jan-98............... 5.51% 49.97% 48.14% 28.22% Sep-04 24.30% 31.10% 25.83% 42.65% 32.33%
Feb-98............... 10.35% 60.54% 61.97% 36.73% Oct-04 30.36% 34.49% 27.60% 48.52% 35.46%
Mar-98............... 14.33% 68.55% 67.93% 42.34% Nov-04 46.39% 46.58% 32.52% 57.68% 42.36%
Apr-98............... 8.83% 70.09% 70.92% 43.56% Dec-04 46.67% 50.60% 36.82% 63.60% 47.67%
May-98............... 18.34% 66.88% 62.73% 41.60% Jan-05 32.20% 40.11% 33.36% 55.10% 44.26%
Jun-98............... 20.65% 73.46% 73.33% 44.79% Feb-05 34.55% 40.80% 35.88% 54.29% 48.60%
Jul-98............... 33.21% 71.45% 71.29% 44.39% Mar-05 42.83% 43.53% 33.29% 50.35% 45.37%
Aug-98............... 46.37% 46.49% 37.14% 24.97% Apr-05 25.37% 30.55% 30.61% 44.51% 41.90%
Sep-98............... 45.41% 55.60% 54.95% 27.01% May-05 25.75% 33.97% 34.52% 55.53% 44.05%
Oct-98............... 40.75% 68.08% 62.05% 38.32% Jun-05 28.82% 39.17% 34.50% 54.69% 45.07%
Nov-98............... 60.12% 78.02% 78.35% 46.38% Jul-05 25.15% 38.03% 39.34% 64.30% 50.04%
Dec-98............... 75.98% 88.06% 100.59% 53.36% Aug-05 32.27% 36.43% 37.77% 61.84% 50.88%
Jan-99............... 83.22% 95.77% 129.24% 56.54% Sep-05 32.95% 37.94% 38.73% 61.81% 54.61%
Feb-99............... 85.02% 89.45% 109.31% 52.21%
Mar-99............... 81.87% 96.80% 125.17% 58.37%
Apr-99............... 93.37% 104.27% 132.62% 64.44%
May-99............... 82.15% 99.16% 126.01% 58.26%
Jun-99............... 81.37% 110.01% 145.69% 65.46%
Jul-99............... 83.43% 103.28% 141.37% 64.79%
Aug-99............... 78.45% 102.01% 150.60% 64.32%
Sep-99............... 86.53% 96.24% 151.22% 62.55%
Oct-99............... 80.62% 108.51% 171.37% 70.82%
Nov-99............... 99.70% 112.49% 205.20% 75.46%
Dec-99............... 120.67% 124.78% 272.27% 89.49%
Jan-00............... 124.74% 113.33% 260.47% 78.47%
Feb-00............... 122.18% 109.04% 329.66% 78.78%
Mar-00............... 112.85% 129.26% 318.33% 90.96%
Apr-00............... 112.43% 122.20% 253.18% 82.72%
May-00............... 125.74% 117.33% 211.12% 77.92%
Jun-00............... 128.30% 122.53% 262.82% 83.73%
Jul-00............... 118.99% 118.90% 244.61% 78.39%
Aug-00............... 142.85% 132.19% 284.80% 84.02%
Sep-00............... 127.57% 119.77% 235.99% 74.06%
Oct-00............... 117.51% 118.68% 208.26% 70.98%
Nov-00............... 128.52% 101.17% 137.66% 60.44%
Dec-00............... 171.84% 101.99% 126.01% 62.86%
Jan-01............... 176.05% 108.98% 153.65% 65.93%
Feb-01............... 180.06% 89.69% 96.85% 51.75%
Mar-01............... 215.80% 77.52% 68.35% 41.53%
Apr-01............... 175.34% 91.15% 93.60% 51.77%
May-01............... 187.23% 92.12% 93.07% 49.51%
Jun-01............... 188.34% 87.32% 97.57% 44.67%
Jul-01............... 193.63% 85.30% 85.44% 42.65%
Aug-01............... 211.70% 73.42% 65.16% 35.59%
Sep-01............... 259.72% 59.25% 37.11% 23.49%
Oct-01............... 273.92% 62.13% 54.62% 25.78%
Nov-01............... 226.22% 74.32% 76.61% 33.08%
Dec-01............... 223.02% 75.64% 78.43% 33.83%
Jan-02............... 221.10% 72.91% 76.93% 29.68%
Feb-02............... 213.15% 69.32% 58.40% 28.39%
Mar-02............... 208.63% 75.54% 68.81% 33.84%
Apr-02............... 199.41% 64.75% 54.44% 29.12%
May-02............... 203.32% 63.26% 47.81% 29.07%
Jun-02............... 244.80% 51.43% 33.86% 21.06%
Jul-02............... 292.31% 39.47% 21.51% 10.76%
Aug-02............... 324.48% 40.15% 20.28% 10.76%
Sep-02............... 375.15% 24.73% 7.22% -1.56%
Oct-02............... 309.66% 35.51% 21.65% 5.60%
Nov-02............... 283.54% 43.24% 35.28% 11.15%
Dec-02............... 347.11% 34.60% 22.17% 5.65%
Jan-03............... 404.16% 30.91% 20.84% 2.35%
Feb-03............... 464.85% 28.69% 22.36% 0.40%
Mar-03............... 370.44% 29.76% 22.69% -0.16%
Apr-03............... 362.93% 40.28% 33.96% 8.46%
May-03............... 409.41% 47.42% 46.00% 14.37%
Jun-03............... 384.79% 49.09% 48.46% 16.16%
Jul-03............... 379.85% 51.50% 58.72% 18.39%
Aug-03............... 386.93% 54.21% 65.62% 20.73%
Sep-03............... 372.95% 52.37% 63.47% 21.31%
Oct-03............... 403.88% 60.75% 76.76% 28.39%
Nov-03............... 392.54% 61.89% 79.33% 30.16%
Dec-03............... 455.90% 70.11% 83.27% 38.20%
Jan-04............... 472.41% 73.05% 89.01% 40.33%
Feb-04............... 522.17% 75.16% 85.69% 42.51%
Mar-04............... 524.78% 72.30% 82.43% 41.25%
Apr-04............... 451.74% 69.40% 75.66% 38.11%
May-04............... 474.26% 71.45% 81.75% 39.04%
Jun-04............... 433.84% 74.53% 87.33% 41.69%
Jul-04............... 436.62% 68.55% 72.66% 36.96%
Aug-04............... 416.23% 68.93% 68.15% 37.31%
Sep-04............... 437.08% 70.52% 73.53% 39.74%
Oct-04............... 450.95% 72.91% 80.67% 43.05%
Nov-04............... 500.46% 79.58% 91.82% 50.34%
Dec-04............... 516.94% 85.41% 99.01% 55.94%
Jan-05............... 473.97% 80.72% 88.67% 52.34%
Feb-05............... 476.80% 84.14% 87.69% 56.92%
Mar-05............... 487.97% 80.62% 82.89% 53.52%
Apr-05............... 434.79% 76.98% 75.79% 49.85%
May-05............... 448.80% 82.28% 89.20% 52.12%
Jun-05............... 470.10% 82.26% 88.17% 53.20%
Jul-05............... 465.46% 88.81% 99.87% 58.45%
Aug-05............... 458.90% 86.69% 96.88% 59.34%
Sep-05............... 465.08% 87.99% 96.84% 63.27%
</Table>
106
CORRELATION COMPARISON
[CORRELATION COMPARISON GRAPH]
Below are the data points representing percentage returns for the Correlation
Comparison Graph
<Table>
<Caption>
SUPERFUND S&P NASDAQ MSCI SUPERFUND SUPERFUND S&P NASDAQ MSCI
GCT 500 COMP. WORLD SERIES B GCT 500 COMP. WORLD
--------- ------- ------ ------ --------- --------- ------- ------ -----
Jan-00............... 12.32% -5.09% -3.17% -5.82% Nov-02 -5.84% -5.94% 5.71% 11.21% 5.25%
Feb-00............... 6.00% -7.00% 15.42% -5.65% Dec-02 15.98% 17.03% -0.67% 0.43% 0.04%
Mar-00............... 3.40% 2.00% 12.38% 0.78% Jan-03 36.38% 40.43% -3.39% -0.66% -3.08%
Apr-00............... 2.62% -1.14% -5.13% -3.57% Feb-03 59.66% 62.23% -5.04% 0.58% -4.93%
May-00............... 9.24% -3.31% -16.43% -6.11% Mar-03 13.19% 24.57% -4.24% 0.86% -5.46%
Jun-00............... 10.01% -1.00% -2.54% -3.04% Apr-03 14.17% 25.89% 3.52% 10.12% 2.70%
Jul-00............... 0.61% -2.61% -7.43% -5.86% May-03 39.18% 38.35% 8.79% 20.02% 8.31%
Aug-00............... 13.01% 3.30% 3.37% -2.89% Jun-03 23.07% 26.51% 10.02% 22.04% 10.00%
Sep-00............... 5.20% -2.23% -9.74% -8.14% Jul-03 8.36% 22.54% 11.80% 30.48% 12.11%
Oct-00............... 1.95% -2.71% -17.19% -9.77% Aug-03 12.07% 25.75% 13.80% 36.15% 14.33%
Nov-00............... 11.07% -10.50% -36.16% -15.33% Sep-03 12.12% 18.37% 12.44% 34.38% 14.87%
Dec-00............... 40.16% -10.14% -39.29% -14.05% Oct-03 18.76% 30.48% 18.62% 45.31% 21.57%
Jan-01............... 45.15% -7.03% -31.86% -12.43% Nov-03 16.33% 27.17% 19.47% 47.42% 23.25%
Feb-01............... 51.78% -15.61% -47.12% -19.92% Dec-03 48.12% 47.87% 25.53% 50.66% 30.87%
Mar-01............... 66.87% -21.03% -54.78% -25.31% Jan-04 53.28% 50.77% 27.70% 55.38% 32.89%
Apr-01............... 52.51% -14.96% -48.00% -19.90% Feb-04 81.84% 71.95% 29.26% 52.65% 34.95%
May-01............... 55.39% -14.53% -48.14% -21.10% Mar-04 77.14% 71.02% 27.15% 49.97% 33.75%
Jun-01............... 63.19% -16.66% -46.93% -23.65% Apr-04 42.43% 36.96% 25.01% 44.40% 30.78%
Jul-01............... 65.00% -17.56% -50.18% -24.72% May-04 55.41% 43.40% 26.52% 49.41% 31.67%
Aug-01............... 81.95% -22.85% -55.63% -28.44% Jun-04 31.98% 28.77% 28.80% 54.00% 34.18%
Sep-01............... 133.66% -29.15% -63.17% -34.83% Jul-04 31.86% 30.95% 24.38% 41.93% 29.69%
Oct-01............... 145.98% -27.87% -58.46% -33.62% Aug-04 19.62% 23.43% 24.67% 38.23% 30.02%
Nov-01............... 110.01% -22.45% -52.56% -29.77% Sep-04 37.26% 33.54% 25.83% 42.65% 32.33%
Dec-01............... 99.81% -21.86% -52.07% -29.37% Oct-04 46.88% 41.39% 27.60% 48.52% 35.46%
Jan-02............... 101.93% -23.08% -52.47% -31.56% Nov-04 72.33% 63.20% 32.52% 57.68% 42.36%
Feb-02............... 96.49% -24.67% -57.45% -32.24% Dec-04 73.03% 64.43% 36.82% 63.60% 47.67%
Mar-02............... 85.77% -21.91% -54.65% -29.37% Jan-05 47.52% 43.90% 33.36% 55.10% 44.26%
Apr-02............... 84.59% -26.70% -58.51% -31.86% Feb-05 53.33% 47.56% 35.88% 54.29% 48.60%
May-02............... 91.16% -27.37% -60.29% -31.88% Mar-05 66.35% 53.86% 33.29% 50.35% 45.37%
Jun-02............... 136.16% -32.63% -64.04% -36.11% Apr-05 38.32% 30.07% 30.61% 44.51% 41.90%
Jul-02............... 177.90% -37.95% -67.36% -41.55% May-05 38.97% 32.22% 34.52% 55.53% 44.05%
Aug-02............... 220.23% -37.65% -67.69% -41.55% Jun-05 43.92% 40.12% 34.50% 54.69% 45.07%
Sep-02............... 249.07% -44.51% -71.20% -48.05% Jul-05 38.63% 40.05% 39.34% 64.30% 50.04%
Oct-02............... 188.92% -39.71% -67.32% -44.27% Aug-05 49.75% 40.88% 37.77% 61.84% 50.88%
Nov-02............... 171.77% -36.27% -63.66% -41.34% Sep-05 51.34% 45.68% 38.73% 61.81% 54.61%
Dec-02............... 238.14% -40.12% -67.18% -44.25%
Jan-03............... 305.72% -41.76% -67.54% -45.99%
Feb-03............... 368.71% -42.75% -67.13% -47.01%
Mar-03............... 259.91% -42.27% -67.04% -47.31%
Apr-03............... 263.72% -37.59% -64.02% -42.76%
May-03............... 299.71% -34.42% -60.78% -39.64%
Jun-03............... 265.51% -33.67% -60.12% -38.70%
Jul-03............... 254.03% -32.60% -57.36% -37.52%
Aug-03............... 263.32% -31.39% -55.51% -36.29%
Sep-03............... 241.98% -32.21% -56.09% -35.98%
Oct-03............... 276.98% -28.49% -52.52% -32.25%
Nov-03............... 267.42% -27.98% -51.83% -31.31%
Dec-03............... 327.23% -24.32% -50.77% -27.07%
Jan-04............... 335.62% -23.01% -49.23% -25.94%
Feb-04............... 396.80% -22.07% -50.12% -24.79%
Mar-04............... 394.10% -23.35% -50.99% -25.46%
Apr-04............... 295.70% -24.64% -52.81% -27.11%
May-04............... 314.31% -23.72% -51.18% -26.62%
Jun-04............... 272.04% -22.35% -49.68% -25.22%
Jul-04............... 278.35% -25.01% -53.62% -27.72%
Aug-04............... 256.61% -24.84% -54.83% -27.54%
Sep-04............... 285.82% -24.14% -53.39% -26.25%
Oct-04............... 308.50% -23.08% -51.47% -24.51%
Nov-04............... 371.51% -20.11% -48.47% -20.66%
Dec-04............... 375.06% -17.51% -46.54% -17.70%
Jan-05............... 315.76% -19.60% -49.32% -19.60%
Feb-05............... 326.34% -18.08% -49.58% -17.19%
Mar-05............... 344.52% -19.65% -50.87% -18.98%
Apr-05............... 275.79% -21.26% -52.78% -20.92%
May-05............... 282.00% -18.90% -49.18% -19.72%
Jun-05............... 304.85% -18.92% -49.45% -19.15%
Jul-05............... 304.63% -16.00% -46.31% -16.38%
Aug-05............... 307.03% -16.94% -47.11% -15.91%
Sep-05............... 320.89% -16.36% -47.92% -13.83%
</Table>
<Table>
<Caption>
SERIES B* SUPERFUND GCT S&P 500 NASDAQ COMP. MSCI WORLD
---------- ------------- ------- ------------ ----------
PERFORMANCE
PERFORMANCE 51.34%
SINCE 01/00 320.89% -16.36% -47.92% -13.83%
PERFORMANCE 15.26%
P.A. 28.44% -3.06% -10.73% -2.55%
RISK
MAXIMUM -34.22%
DRAWDOWN -28.22% -46.28% -75.04% -48.45%
VOLATILITY P.A. 45.34% 36.91% 15.44% 31.09% 14.80%
STATISTICS
MOD. SHARPE 0.34
RATIO 0.77 -0.20 -0.35 -0.17
CORRELATION TO 0.95
SUPERFUND GCT 1.00 -0.35 -0.27 -0.29
01/04/00-09/30/05 *11/01/02-09/30/05
This chart was prepared by Superfund Capital Management, Inc. See the glossary on
page 109 for information integral to this chart.
</Table>
<Table>
<Caption>
SERIES B* SUPERFUND GCT S&P 500 NASDAQ COMP. MSCI WORLD
---------- ------------- ------- ------------ ----------
PERFORMANCE
PERFORMANCE
SINCE 11/02 51.34% 45.68% 38.73% 61.81% 54.61%
PERFORMANCE
P.A. 15.26% 13.76% 11.87% 17.93% 16.11%
RISK
MAXIMUM
DRAWDOWN -34.22% -28.22% -10.16% -11.67% -10.18%
VOLATILITY P.A. 45.34% 37.04% 10.27% 16.80% 10.56%
STATISTICS
MOD. SHARPE
RATIO 0.34 0.37 1.16 1.07 1.53
CORRELATION TO
SUPERFUND GCT 1.00 0.95 0.08 0.07 0.18
*11/01/02-09/30/05
</Table>
COMMENTS
Over the past year, Quadriga Superfund Series B had a low 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 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
Superfund 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 Superfund GCT.
107
[CHANGING INVESTMENT WORLD BAR CHART]
The following annual returns are presented in the Changing Investment World Bar
Chart
<Table>
<Caption>
SUPERFUND SUPERFUND SUPERFUND SUPERFUND MSCI S&P
SERIES A** SERIES B** Q-AG* GCT WORLD 500
---------- ---------- --------- --------- ------- ------
1996............................ 10.30% 11.72% 20.26%
1997............................ 20.70% 14.17% 31.01%
1998............................ 62.55% 22.78% 26.67%
1999............................ 25.39% 23.56% 19.53%
2000............................ 23.19% 40.16% -14.05% -10.14%
2001............................ 18.82% 42.56% -17.83% -13.04%
2002............................ 9.56% 15.98% 38.42% 69.23% -21.06% -23.37%
2003............................ 20.23% 27.71% 24.33% 26.35% 33.10% 26.39%
2004............................ 11.35% 16.82% 10.98% 11.20% 12.84% 8.99%
2005***......................... -16.75% -22.15% -13.44% -21.48% 4.70% 1.39%
</Table>
* Superfund Q-AG trading started on March 8, 1996.
** Series A and Series B trading started on November 1, 2002
*** 01/01/2005-09/30/2005
108
WHY SUPERFUND?
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?
Superfund has a proven track record of performance over the past nine
years. The funds trade more than 100 (up to 140) futures markets worldwide using
a proprietary trading system designed and developed by its founders. The funds
have produced double-digit returns, even during down markets, due to diversified
trades and the ability of Superfund's proprietary trading systems to identify
trends, while employing strict risk controls. The past performance of Superfund
and its funds is not necessarily indicative of the future results of Quadriga
Superfund.
WHY NOW?
The recent fluctuation in world markets has proven that long-only equity
portfolios generally do not make money during downward cycles. For continued
portfolio performance, it is potentially advantageous for investors to own
investments that have the potential to appreciate 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 opportunity to profit in both up or down markets. In other
words, profit or loss in managed future funds is not dependent on economic
cycles. There can be no assurance, however, that Quadriga Superfund will trade
profitably or not incur losses.
GLOSSARY
QUADRIGA SUPERFUND LIMITED PARTNERSHIP
Quadriga Superfund has two series of Units, Series A and Series B. Series A
has a strategy similar to Superfund Q-AG, which has a global macro trading
strategy and an eight year track record. Series B has a strategy similar to the
Superfund GCT fund, which employs more leverage than Superfund Q-AG, and has a
managed futures trading strategy.
SUPERFUND Q-AG
Superfund Q-AG 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
U.S. investors.
SUPERFUND GCT
Superfund GCT is the more aggressive fund strategy and was introduced on
January 4, 2000 to investors. This product is not available for U.S. investors.
109
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.
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
("NASDAQ") is an electronic-over the counter exchange. Unlike the New York Stock
Exchange 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 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.
CISDM
CISDM is a non-profit academic and research center that provides monthly
reports on academic and practitioner research, asset allocation, and
performances of different alternative investment strategies including
approximately 1,800 active hedge funds and 600 active commodity trading
advisors, commodity pool operators and managed futures programs.
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 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.
110
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, Superfund 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.
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." Superfund 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, Superfund 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
111
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, 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
Superfund Capital Management's approach includes the following elements:
- Disciplined Money Management. Superfund 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. Superfund 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.
112
- Capital Management. When proprietary risk/reward indicators reach
predetermined levels, Superfund Capital Management may increase or
decrease commitments in certain markets in an attempt to reduce
performance volatility.
- Multiple Systems. While Superfund Capital Management's approach is to
find emerging trends and follow them to conclusion, no one system is
right all of the time. Superfund 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.
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 FIRST AMENDED AND RESTATED LIMITED PARTNERSHIP AGREEMENT
This First Amended and Restated Limited Partnership Agreement (the
"Agreement") is made as of January 15, 2005, 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 have formed 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 has executed and filed 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 has executed, filed,
recorded and published 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.
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
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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 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;
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(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 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
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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.
(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.
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(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").
(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
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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) subject to a maximum
cumulative selling commission of 10% of the initial public offering price
of a Unit, 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 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
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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 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
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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 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
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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 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
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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 ("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.
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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, 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.
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(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
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.
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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 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
A-14
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.
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.
A-15
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.
IN WITNESS WHEREOF, the undersigned have duly executed this First Amended
and Restated 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-16
[SUBSCRIPTION INSTRUCTIONS]
B-1
EXHIBIT C
QUADRIGA SUPERFUND, L.P.
SUBSCRIPTION REPRESENTATIONS
By executing the Subscription Agreement and Power of Attorney for Quadriga
Superfund, L.P., each purchaser ("purchaser") of units ("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 [ -- ] ,2005. 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) ESCROW
ACCOUNT" 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 First Amended and Restated Limited
Partnership Agreement of Quadriga Superfund, L.P. (the "Partnership Agreement")
attached as Exhibit A to the prospectus. Purchaser agrees to reimburse each
Series and Superfund Capital Management, Inc.,(the "General Partner") 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 the Partnership
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.
(b)Purchaser acknowledges that purchaser has received a copy of the prospectus,
including the Partnership Agreement. (c) 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. (d) Unless (e) or (f) 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.
(e) 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. (f) 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
Limited Partnership Agreement which is attached to the prospect us as Exhibit A.
(g) Purchaser either is not required to be registered with the Commodity Futures
Trading Commission ("CFTC") or to be a member of the National Futures
Association ("NFA") or if required to be so registered is duly registered with
the CFTC and is a member in good standing of the NFA. (h) 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. (i) 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 Power of Attorney on behalf of the undersigned hereby further
represents and warrants as, or on behalf of, the
C-1
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. (j) 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. Alaska -- Net worth of at least $225,000 or a net worth of at least
$60,000 and annual taxable income of at least $60,000.
2. 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.
3. 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.
4. 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.
5. Kansas -- Kansas investors should limit their investment in the
partnership and other managed Investor programs to not use their 10% of their
liquid net worth (cash, cash equivalents and readily marketable securities).
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
C-2
12. 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.
13. 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. Tennessee investors
should be aware that the rate at which each Series' performance fee is
calculated exceeds the maximum rate for incentive/performance fees payable under
the Guidelines for Registration of Commodity Pool Programs (the "Guidelines")
adopted by the North American Securities Administrators Association, and may,
under certain circumstances, result in Superfund Capital Management receiving
combined management and incentive fees that exceed the maximum compensation
permitted by the Guidelines. The Guidelines provide that the maximum incentive
or performance fee that Quadriga Superfund, L.P. may charge investors is 23.3%
of new trading profits per quarter. Investors in Quadriga Superfund, L.P. will
be subject to a monthly performance fee of 25% of new appreciation per month. On
comparing Quadriga Superfund, L.P.'s fee structure to that permitted under the
Guidelines, any Series which experiences new appreciation in any given month in
excess of 3.46% (equivalent to annual new appreciation in excess of 41.5%) will
pay a combination of management and incentive fees to Superfund Capital
Management that would exceed the maximum fees payable under the Guidelines.
14. 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
[REQUEST FOR TRANSFER FORM]
E-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Superfund 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 Superfund Capital Management 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
Miscellaneous Offering Costs................................ 25,000
--------
Total............................................. $220,000
--------
</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 Superfund 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 Superfund Capital Management 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 Superfund Capital Management 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 Superfund 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 indicted) are filed herewith and made a
part of this Post-Effective Amendment No. 1 to the Quadriga Superfund, L.P.'s
Registration Statement.
(a) Exhibits.
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------------ -----------------------
3.01 Form of First Amended and Restated Limited Partnership
Agreement of Quadriga Superfund, L.P. (included as Exhibit A
to the Prospectus).
5.01 Opinion of Sidley Austin Brown & Wood LLP relating to the
legality of the Units.
8.01 Opinion of Sidley Austin Brown & Wood LLP with respect to
Federal Income Tax Aspects.
10.02 Form of Subscription Agreement and Power of Attorney.
23.01 Consent of KPMG LLP.
23.02 Consent of Sidley Austin Brown & Wood LLP (included in
Exhibit 5.01)
</Table>
The following exhibit is incorporated by reference herein from the exhibit
of the same description and number filed on February 2, 2005 with Amendment No.
1 to Registrant's Registration Statement on Form S-1 (Reg. No. 333-122229).
<Table>
10.01(g) Form of Administration, Accounting and Investor Services
Agreement.
</Table>
The following exhibits are incorporated by reference herein from the
exhibits of the same description and number filed on January 21, 2005 with
Registrant's Registration Statement on Form S-1 (Reg. No. 333-122229).
<Table>
1.01 Form of Selling Agreement among each Series, Quadriga
Capital Management, Inc., and Quadriga Asset Management,
Inc.
1.02 Form of Additional Selling Agreement among each Series,
Quadriga Capital Management Inc. and the Additional Selling
Agent.
3.02 Certificate of Limited Partnership.
10.01(b) Form of ADM Investor Services, Inc. Customer Agreement
between each Series and ADM Investor Services, Inc.
10.01(c) Form of FIMAT USA, Inc. Customer Agreement between each
Series and Fimat USA, Inc.
10.01(d) Form of Man Financial Inc. Customer Agreement between each
Series and Man Financial Inc.
10.03(e) Forms of Bear Stearns Forex Inc. and Bear, Stearns
Securities Corp. Customer Agreements between each Series and
Bear Stearns Forex Inc.
10.01(f) Form of Barclays Capital Inc. Customer Agreement between
each Series and Barclays Capital Inc.
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.
</Table>
(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
II-2
securities being registered which remain unsold at the termination of the
offering. (b) The undersigned registrant hereby undertakes that: (1) For
purposes of determining any liability under the 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, Superfund
Capital Management, Inc., as general partner of the Registrant, has duly caused
Post-Effective Amendment No. 1 to this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in St. George's,
Grenada, West Indies, on the 30th day of November, 2005.
QUADRIGA SUPERFUND, L.P.
By: SUPERFUND CAPITAL MANAGEMENT, INC.
General Partner
By: /s/ CHRISTIAN BAHA
------------------------------------
Title: President
Pursuant to the requirements of the Securities Act of 1933, Post-Effective
Amendment No. 1 to this Registration Statement has been signed below by the
following persons on behalf of Superfund Capital Management, Inc., general
partner of the Registrant, in the capacity and on the date indicated.
<Table>
/s/ CHRISTIAN BAHA Principal Executive Officer, November 30, 2005
- ------------------------------------------ Principal Financial and
Christian Baha Accounting Officer, Director
/s/ MARKUS WEIGL Director November 30, 2005
- ------------------------------------------
Markus Weigl
</Table>
(BEING THE PRINCIPAL EXECUTIVE OFFICER, THE PRINCIPAL FINANCIAL
AND ACCOUNTING OFFICER AND A MAJORITY OF THE DIRECTORS OF SUPERFUND CAPITAL
MANAGEMENT, INC.)
SUPERFUND CAPITAL MANAGEMENT, INC.
General Partner of Registrant
By: /s/ CHRISTIAN BAHA
------------------------------------
Title: President
November 30, 2005
EXHIBIT INDEX
The following documents (unless indicted) are filed herewith and made a
part of this Post-Effective Amendment No. 1 to the Quadriga Superfund, L.P.'s
Registration Statement.
(a) Exhibits.
<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
- ------------ -----------------------
3.01 Form of First Amended and Restated Limited Partnership
Agreement of Quadriga Superfund, L.P. (included as Exhibit A
to the Prospectus).
5.01 Opinion of Sidley Austin Brown & Wood LLP relating to the
legality of the Units.
8.01 Opinion of Sidley Austin Brown & Wood LLP with respect to
Federal Income Tax Aspects.
10.02 Form of Subscription Agreement and Power of Attorney.
23.01 Consent of KPMG LLP.
23.02 Consent of Sidley Austin Brown & Wood LLP (included in
Exhibit 5.01)
</Table>
The following exhibit is incorporated by reference herein from the exhibit
of the same description and number filed on February 2, 2005 with Amendment No.
1 to Registrant's Registration Statement on Form S-1 (Reg. No. 333-122229).
<Table>
10.01(g) Form of Administration, Accounting and Investor Services
Agreement.
</Table>
The following exhibits are incorporated by reference herein from the
exhibits of the same description and number filed on January 21, 2005 with
Registrant's Registration Statement on Form S-1 (Reg. No. 333-122229).
<Table>
1.01 Form of Selling Agreement among each Series, Quadriga
Capital Management, Inc., and Quadriga Asset Management,
Inc.
1.02 Form of Additional Selling Agreement among each Series,
Quadriga Capital Management Inc. and the Additional Selling
Agent.
3.02 Certificate of Limited Partnership.
10.01(b) Form of ADM Investor Services, Inc. Customer Agreement
between each Series and ADM Investor Services, Inc.
10.01(c) Form of FIMAT USA, Inc. Customer Agreement between each
Series and Fimat USA, Inc.
10.01(d) Form of Man Financial Inc. Customer Agreement between each
Series and Man Financial Inc.
10.03(e) Forms of Bear Stearns Forex Inc. and Bear, Stearns
Securities Corp. Customer Agreements between each Series and
Bear Stearns Forex Inc.
10.01(f) Form of Barclays Capital Inc. Customer Agreement between
each Series and Barclays Capital Inc.
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.
</Table>
(b) Financial Statement Schedules.
No Financial Schedules are required to be filed herewith.