-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M5/iw8LTgHEryAyyftCrsxKImaRY7WmTFVI4UURrEIUOPXuZSPYM2/2rEATnSgmS C9hstFfpkp2JCBqfMfzy6g== 0000950137-07-004873.txt : 20070330 0000950137-07-004873.hdr.sgml : 20070330 20070330135231 ACCESSION NUMBER: 0000950137-07-004873 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070330 DATE AS OF CHANGE: 20070330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUADRIGA SUPERFUND CENTRAL INDEX KEY: 0001168990 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 000000000 STATE OF INCORPORATION: J5 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51634 FILM NUMBER: 07731435 MAIL ADDRESS: STREET 1: LE MARQUIS COMPLEX UNIT 5 STREET 2: PO BOX 1479 GRAND ANSE CITY: ST. GEORGE'S STATE: J5 ZIP: 00000 10-K 1 c13568e10vk.htm ANNUAL REPORT e10vk
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2006
Commission File Number 000-51634
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
QUADRIGA SUPERFUND, L.P.
(Exact name of registrant as specified in its charter)
     
DELAWARE   98-0375395
     
(State or other jurisdiction of
incorporation or organization)
  (IRS Employer Identification Number)
OTTWAY BUILDING
P.O. BOX 1479
GRAND ANSE
ST. GEORGE’S GRENADA
WEST INDIES
Registrant’s telephone number, including area code: (473) 439-2418
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes o       No þ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes o       No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes þ       No o
Indicate by check mark if the disclosure document of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer or non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Large Accelerated Filer o Accelerated Filer o Non-Accelerated Filer þ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o       No þ
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE
     Prospectus dated September 27, 2006, as supplemented, included within the Registration Statement on Form S-1 (File No. 333-136804), is incorporated by reference into Item I.
 
 

 


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TABLE OF CONTENTS
             
PART I
 
  ITEM 1. BUSINESS        
 
  ITEM 1A. RISK FACTORS        
 
  ITEM 2. PROPERTIES        
 
  ITEM 3. LEGAL PROCEEDINGS        
 
  ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS        
PART II
 
  ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES        
 
  ITEM 6. SELECTED FINANCIAL DATA        
 
  ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS        
 
  ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK        
 
  ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA        
 
  ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE        
 
  ITEM 9A. CONTROLS AND PROCEDURES        
 
  ITEM 9B. OTHER INFORMATION        
PART III
 
  ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE        
 
  ITEM 11. EXECUTIVE COMPENSATION        
 
  ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS        
 
  ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE        
 
  ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES        
PART IV
 
  ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES        
SIGNATURES
EXHIBIT INDEX
Certification
Certification
Certification
Certification
 Form of Series Exchange Subscription Agreement
 Certification of Principal Executive Officer
 Certification of Principal Financial Officer
 Section 1350 Certification of Principal Executive Officer
 Section 1350 Certification of Principal Financial Officer

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PART I
Item 1. Business
(a) General Development of Business
     Quadriga Superfund, L.P. (the “Fund”) is a limited partnership which was organized on May 3, 2002 under the Delaware Revised Uniform Limited Partnership Act, as amended. In accordance with the Third Amended and Restated Limited Partnership Agreement (the “Limited Partnership Agreement”) under which it operates, the Fund is organized as two separate series of limited partnership units (the “Units”), Series A and Series B. The Fund operates as a commodity investment pool, whose purpose is speculative trading in the U.S. and international futures and equity markets. Specifically, the Fund trades a portfolio of more than 100 (up to 140) futures and cash foreign currency markets using a fully automated computerized trading system. The general partner and trading manager of the Fund is Superfund Capital Management, Inc., formerly known as Quadriga Capital Management, Inc., (“Superfund Capital Management”), a Grenada corporation. Superfund Capital Management is subject to the provisions of the Commodity Exchange Act, the regulations of the Commodity Futures Trading Commission (the “CFTC”), and the rules of the National Futures Association (the “NFA”).
     The Fund originally filed a registration statement with the U.S. Securities and Exchange Commission for the sale of 200,000 Units at $1,000 each, which registration statement was declared effective on October 22, 2002. The Unit selling price during the initial offering period, which ended on October 31, 2002, was $1,000. The Fund subsequently filed additional registration statements with the Securities and Exchange Commission to bring the total dollar amount of Units registered for sale to $259,207,862 for Series A and $258,232,077 for Series B. Since November 1, 2002, Units have been offered on an ongoing basis during the Fund’s continuing offering period. During the continuing offering period, subscriptions are accepted monthly and proceeds are transferred to bank and brokerage accounts for trading purposes. The selling price per Unit during the continuing offering period is the net asset value per Unit as of the last business day of the month in which the subscription is accepted.
     The Fund’s latest registration statement was declared effective on September 27, 2006 by the Securities and Exchange Commission. In the initial and continuing offering periods through December 31, 2006, a total of $82,889,257 has been invested in Series A and a total of $52,409,408 has been invested in Series B. A total of $18,473,430 in investments has been redeemed from Series A and a total of $24,832,119 in investments has been redeemed from Series B during these same periods.
     In addition to making all trading decisions in its capacity as trading manager, Superfund Capital Management conducts and manages all aspects of the business and administration of the Fund in its role as general partner.
     The Fund will be terminated and dissolved promptly thereafter upon the happening of the earlier of: (a) the expiration of the Fund’s stated term of December 31, 2050; (b) an election to dissolve the Fund at any time by Unitholders owning more than 50% of the Units then outstanding; (c) the withdrawal of Superfund Capital Management as general partner unless one or more new general partners have been elected or appointed pursuant to the of Limited Partnership Agreement; or (d) with respect to Series A and Series B Units, a decline in the aggregate net assets of such a Series to less than $500,000.
(b) Financial Information about Industry Segments
     The Fund’s business constitutes only one segment, i.e., a speculative commodity pool. The Fund does not engage in sales of goods or services. Financial information regarding the Fund’s business is set forth in Item 6 “Selected Financial Data,” Item 8 “Financial Statements and Supplementary Data” and in the Fund’s financial statements included as Exhibit 13.01 to this report.
(c) Narrative Description of the Business
     A description of the business of the Fund, including trading approach, rights and obligations of the Partners, and compensation arrangements is contained in the Prospectus under “Summary,” “The Risks You Face,” “Superfund Capital Management, Inc.,” “Conflicts of Interest,” and “Charges to Each Series” and such description is incorporated herein by reference from the Prospectus.
     The Fund conducts its business in one industry segment, the speculative trading of futures and forward contracts and options thereon. The Fund is a market participant in the “managed futures” industry. Market participants include all types of investors, such as corporations, employee benefit plans, individuals and foreign investors. Service providers of the managed futures industry include (a) pool operators, which conduct and manage all aspects of trading funds, such as the Fund, (b) trading advisors, which make the specific trading decisions, and (c) commodity brokers, which execute and clear the trades pursuant to the instructions of the trading advisor. The Fund has no employees, and does not engage in the sale of goods or services.
     The Fund trades on domestic and international exchanges in more than 100 (up to 140) futures and forward market contracts. Trading decisions are made using an automated computerized trading system which emphasizes instruments with low correlation and high liquidity for order execution. The particular contracts traded by the Fund will fluctuate from time to time.

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     The Fund may, in the future, experience increased competition for the commodity futures and other contracts in which it trades. Superfund Capital Management will recommend similar or identical trades for other accounts under its management. Such competition may also increase due to what Superfund Capital Management believes is an increasing utilization of computerized trading methods similar in general to those used by Superfund Capital Management.
     Under the Commodity Exchange Act, commodity exchanges and commodity futures trading are subject to regulation by the CFTC. The NFA, a registered futures association under the Commodity Exchange Act, is the only non-exchange self-regulatory organization for commodity industry professionals. The CFTC has delegated to the NFA responsibility for the registration of “commodity trading advisors,” “commodity pool operators,” “futures commission merchants,” “introducing brokers” and their respective associated persons and “floor brokers.” The Commodity Exchange Act requires “commodity pool operators” such as Superfund Capital Management and commodity brokers or “futures commission merchants” such as the Fund’s commodity brokers to be registered and to comply with various reporting and recordkeeping requirements. Superfund Capital Management and the Fund’s commodity brokers are members of the NFA. The CFTC may suspend a commodity pool operator’s registration if it finds that its trading practices tend to disrupt orderly market conditions, or as the result of violations of the Commodity Exchange Act or rules and regulations promulgated thereunder. In the event Superfund Capital Management’s registration as a commodity pool operator was terminated or suspended, Superfund Capital Management would be unable to continue to manage its business or the Fund. Should Superfund Capital Management’s registration be suspended, termination of the Fund might result.
     In addition to such registration requirements, the CFTC and certain commodity exchanges have established limits on the maximum net long and net short positions which any person, including the Fund, may hold or control in particular commodities. Most exchanges also limit the maximum changes in futures contract prices that may occur during a single trading day. The Fund also trades in dealer markets for forward and swap contracts, which are not regulated by the CFTC. Federal and state banking authorities also do not regulate forward trading or forward dealers. In addition, the Fund trades on foreign commodity exchanges, which are not subject to regulation by any United States government agency.
(d) Financial Information about Geographic Areas
The Fund does not engage in sales of goods or services, or own any long lived assets. Therefore this item is not applicable.
Item 1A. Risk Factors
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, an investor could lose all or substantially all of its 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 an 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 an investor’s 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.
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.

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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 CFTC. Thus, investors 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 a Unitholder’s 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 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 offsetting loss. If each Series does not perform in a manner non-correlated with the general financial markets or does not perform successfully, investors will obtain no diversification benefits by investing in the Units and each Series may have no gains to offset an investor’s 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 each Series to significant losses which they 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 assets under management may require Superfund Capital Management to modify its trading decisions for each Series which could have a detrimental effect on an investor’s investment.
Each Series’ Trading is Not Transparent
Superfund Capital Management makes each Series’ trading decisions. While Superfund Capital Management receives daily trade confirmations from its clearing brokers, only a Series’ net trading results are reported to Unitholders and only on a monthly basis. Accordingly, an investment in each Series does not offer Unitholders the same transparency, i.e., an ability to review all investment positions daily, that a personal trading account offers.

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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 provided by the Fund 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 Unitholder’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 Unitholder’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.
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, which may be zero, 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. 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, Inc. 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.
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 Unitholders 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.

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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 Limited Partnership Agreement. Neither Superfund Capital Management nor its principals are under any obligation to devote a minimum amount of time to the Fund, which is the first publicly-offered commodity pool operated 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 an investor to liquidate its investments and upset the overall maturity and timing of such investor’s 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.
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, investors 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 take 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 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.

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Restrictions on Transferability
An investor may transfer or assign its 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. Investors 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.
Item 2. Properties
     The Fund does not own or use any physical properties in the conduct of its business. Its assets currently consist of futures and other contracts, cash and U.S. Treasury Bills.
Item 3. Legal Proceedings
     None.
Item 4. Submission of Matters to a Vote of Security Holders
     None.
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
(a) Market Information
     There is no trading market for the Units, and none is likely to develop. Units may be redeemed upon 10 business days prior notice to Superfund Capital Management at their net asset value as of the last day of any month.
(b) Holders
     As of December 31, 2006, there were 1,267 holders of Series A Units and 1,317 holders of Series B Units.
(c) Dividends
     Superfund Capital Management has sole discretion in determining what distributions, if any, the Fund will make to its Unitholders. Superfund Capital Management has not made any distributions as of the date hereof and has no present intention to make any.
(d) Securities Authorized for Issuance Under Equity Compensation Plans
     None.
(e) Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
     There have been no sales of unregistered securities of the Fund during 2004, 2005 or 2006.
(f) Issuer Purchases of Equity Securities
     Pursuant to the Fund’s Limited Partnership Agreement, Unitholders may redeem their Units at the end of each calendar month at the then current month-end net asset value per Unit. The redemption of Units has no impact on the value of the Units that remain outstanding, and Units are not reissued once redeemed.

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     The following tables summarize the redemptions by Unitholders during the fourth calendar quarter of 2006:
Series A:
                 
    Units     Net Asset Value  
Month   Redeemed     per Unit ($)  
 
               
October 31, 2006
    546.82       1,364.68  
November 30, 2006
    711.84       1,347.16  
December 31, 2006
    883.19       1,500.20  
 
             
Total
    2,141.85          
 
             
Series B:
                 
    Units     Net Asset Value  
Month   Redeemed     per Unit ($)  
 
               
October 31, 2006
    838.67       1,596.31  
November 30, 2006
    640.82       1,568.76  
December 31, 2006
    380.26       1,821.99  
 
             
Total
    1,859.75          
 
             
Item 6. Selected Financial Data
     The selected financial information for the years ended December 31, 2006, 2005, 2004, 2003, and 2002 is taken from the audited financial statements of the Fund. The Fund commenced trading operations on November 5, 2002.
For the year ended December 31, 2006:
                 
    SERIES A     SERIES B  
 
               
Income Statement Data
               
Investment income:
               
Interest income
  $ 3,010,369     $ 1,662,446  
Expenses:
               
Total expenses
  $ 6,642,441     $ 4,095,073  
Net investment losses:
  $ (3,632,072 )   $ (2,432,624 )
Realized and unrealized gain:
               
Net realized gain on futures and forward contracts
  $ 7,720,119     $ 7,227,032  
Net increase in unrealized appreciation on futures and forward contracts
  $ 3,535,145     $ 1,198,071  
Net increase from payments by affiliate
  $ 426,879       584,801  
Net increase in net assets from operations:
  $ 8,050,071     $ 6,577,280  
Net increase in net assets from operations per Unit (based upon change in net asset value per Unit during the period):
  $ 171.87     $ 300.38  
Balance Sheet Data
               
Total assets:
  $ 76,552,324     $ 39,178,905  
Total liabilities:
  $ 4,247,163     $ 2,747,212  
Net assets:
  $ 72,305,161     $ 36,431,693  
Net asset value per Unit:
  $ 1,500.20     $ 1,821.99  
For the year ended December 31, 2005:
                 
    SERIES A     SERIES B  
 
               
Income Statement Data
               
Investment income:
               
Interest income
  $ 1,165,809     $ 1,092,688  
Expenses:
               
Total expenses
  $ 4,549,689     $ 4,820,581  
Net investment losses:
  $ (3,383,880 )   $ (3,727,893 )
Realized and unrealized gain (loss):
               
Net realized loss on futures and forward contracts
  $ (648,158 )   $ (2,166,857 )
Net increase in unrealized appreciation on futures and forward contracts
  $ 1,984,418     $ 761,341  
Net decrease in net assets from operations:
  $ (2,047,620 )   $ (5,133,409 )
Net decrease in net assets from operations per Unit (based upon change in net asset value per Unit during the period):
  $ (138.34 )   $ (208.68 )
Balance Sheet Data
               
Total assets:
  $ 62,077,377     $ 41,608,823  
Total liabilities:
  $ 2,655,329     $ 1,824,994  
Net assets:
  $ 59,422,048     $ 39,783,829  
Net asset value per Unit:
  $ 1,328.33     $ 1,521.61  

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For the year ended December 31, 2004:
                 
    SERIES A     SERIES B  
 
               
Income Statement Data
               
Investment income:
               
Interest income
  $ 291,745     $ 376,469  
Expenses:
               
Total expenses
  $ 3,313,656     $ 5,236,419  
Net investment losses:
  $ (3,021,911 )   $ (4,859,950 )
Realized and unrealized gain:
               
Net realized gain on futures and forward contracts
  $ 5,753,291     $ 10,178,977  
Net increase in unrealized appreciation on futures and forward contracts
  $ 174,704     $ 259,633  
Net increase in net assets from operations:
  $ 2,906,084     $ 5,578,660  
Net increase in net assets from operations per Unit (based upon change in net asset value per Unit during the period):
  $ 149.44     $ 249.10  
Balance Sheet Data
               
Total assets:
  $ 32,841,020     $ 44,988,922  
Total liabilities:
  $ 1,072,751     $ 2,514,558  
Net assets:
  $ 31,768,269     $ 42,474,364  
Net asset value per Unit:
  $ 1,466.67     $ 1,730.29  
For the year ended December 31, 2003:
                 
    SERIES A     SERIES B  
 
               
Income Statement Data
               
Investment income:
               
Interest income
  $ 73,045     $ 99,890  
Expenses:
               
Total expenses:
  $ 1,298,917     $ 2,158,764  
Net investment losses:
  $ (1,225,872 )   $ (2,058,874 )
Realized and unrealized gain:
               
Net realized gain on futures and forward contracts
  $ 1,867,602     $ 3,065,723  
Net increase in unrealized appreciation on futures and forward contracts
  $ 1,472,256     $ 2,562,594  
Net increase in net assets from operations:
  $ 2,113,986     $ 3,569,443  
Net increase in net assets from operations per Unit (based upon change in net asset value per Unit during the period):
  $ 221.61     $ 321.42  
Balance Sheet Data
               
Total assets:
  $ 18,117,295     $ 24,654,331  
Total liabilities:
  $ 1,972,506     $ 2,517,560  
Net assets:
  $ 16,144,789     $ 22,136,771  
Net asset value per Unit:
  $ 1,317.23     $ 1,481.19  
For the period ended December 31, 2002:
                 
    SERIES A     SERIES B  
 
               
Income Statement Data
               
Investment income:
               
Interest income
  $ 1,100     $ 1,543  
Expenses:
               
Total expenses:
  $ 49,137     $ 132,114  
Net investment losses:
  $ (48,037 )   $ (130,571 )
Realized and unrealized gain:
               
Net realized gain on futures and forward contracts
  $ 88,636     $ 273,596  
Net increase in unrealized appreciation on futures and forward contracts
  $ 68,338     $ 192,020  
Net increase in net assets from operations:
  $ 108,937     $ 335,045  
Net increase in net assets from operations per Unit (based upon change in net asset value per Unit during the period):
  $ 95.62     $ 159.77  
Balance Sheet Data
               
Total assets:
  $ 2,232,474     $ 3,283,459  
Total liabilities:
  $ 1,016,039     $ 1,086,478  
Net assets:
  $ 1,216,435     $ 2,196,981  
Net asset value per Unit:
  $ 1,095.62     $ 1,159.77  

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Introduction
     The Fund commenced the offering of its Units on October 22, 2002. The initial offering terminated on October 31, 2002 and the Fund commenced operations on November 5, 2002. The continuing offering period commenced at the termination of the initial offering period and is ongoing. For the year ended December 31, 2006, subscriptions totaling $17,399,062 in Series A and $3,400,981 in Series B had been accepted and redemptions over the same period totaled $12,566,020 in Series A and $13,330,397 in Series B.
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
2006
Series A:
     Net results for the year ended December 31, 2006 were a gain of 12.94% in net asset value per Unit compared to the preceding year. In 2006, Series A experienced a net increase in net assets from operations of $8,050,071. This net increase in net assets consisted of interest income of $3,010,369, a net realized and unrealized gain of $11,255,264 from trading operations, a net increase from payment by an affiliate of the Fund of $426,879, and expenses of $6,642,441. Expenses included $1,237,907 in management fees, $669,139 in organization and offering expenses, $100,371 in operating expenses, $2,676,556 in selling commissions, $1,953,214 in brokerage commissions, and $5,254 in other expenses. At December 31, 2006 and December 31, 2005, the net asset value per Unit of Series A was $1,500.20 and $1,328.33, respectively.
Series B:
     Net results for the year ended December 31, 2006 were a gain of 19.74% in net asset value per Unit compared to the preceding year. In 2006, Series B experienced a net increase in net assets from operations of $6,577,280. This net increase in net assets consisted of interest income of $1,662,449, a net realized and unrealized gain of $8,425,103 from trading operations, a net increase from payments by an affiliate of the Fund of $584,801, and expenses of $4,095,073. Expenses included $684,468 in management fees, $369,983 in organization and offering expenses, $55,498 in operating expenses, $1,479,931 in selling commissions, $1,499,287 in brokerage commissions, and $5,906 in other expenses. At December 31, 2006 and December 31, 2005, the net asset value per Unit of Series B was $1,821.99 and $1,521.61, respectively.

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Fund results for 4th Quarter 2006:
     In December, rising employment, strong retail sales, and strong late month housing data contributed to steady declines for short interest rates. The European Community Bank raised rates 25 basis points for the sixth time this year to 3.5%. Three month Sterling futures trended lower as U.K. employment and GDP growth remained very strong. Short positions in this sector resulted in an overall gain. Gold futures moved slightly lower (-2.2%) in December as weaker energy markets and a rebound in the U.S. Dollar limited gains. Gold ran into resistance as improving economic sentiment in the U.S. and throughout the world put a temporary halt to safe haven buying in the precious metal. Silver futures lost 8.3% as weakness in copper took its toll. Long positions in the metals sector produced a loss for the Fund. In the energy markets, crude oil futures lost 5.5%. Disappointing early month ISM manufacturing data set a negative tone at the start of the month, while unseasonably warm temperatures in the Northern Hemisphere and a resultant steady inventory situation only added to the losses as the month wore on. Natural gas added to its downward trend with a loss of 29.1% as stocks currently stand 10.7% above year ago levels. Heating oil futures also broke lower, posting a 12.1% decline. Gasoline stocks rose much more than expected, leading to losses of up to 6% in unleaded gas futures. The Fund posted gains on its short positions in the energy sector.
     World bond futures continued to trend higher in November as weak economic data outweighed hawkish central bank inflation dialogue. The Fund’s short positions sustained a loss for this market sector. U.S. and European interest rates lost ground early in the month but recovered for the balance of the month. The Fund’s short positions sustained losses for this sector. The U.S. dollar fell sharply against European currencies in November amid growing fears of a U.S. economic slowdown and the Canadian Dollar lowered as the government announced a plan to increase taxes on foreign investors. Uncertainty surrounding Mexico’s presidential election led to losses of 2.0% for the Peso. The Fund’s mixture of long and short positions resulted in a relatively large gain on the month from the currencies sector. World energy markets finished higher in November as a combination of further OPEC production threats and a significant distillates stocks drawdown supported values despite warm temperatures. Crude oil, natural gas, and heating oil all gained on the month. As a result, the Fund sustained a relatively large loss from its short energy positions. Gold futures moved higher in November due to the effects of a very weak U.S. Dollar and inflation concerns heightened by stronger energy markets. Silver futures climbed 13.5% in sympathy with gold. Long positions in the metals sector produced gains for the month.
     Worldwide stock markets rallied across the board in October despite North Korea’s surprise nuclear test. European stocks led the way with Spain’s IBEX shining once again, posting a gain of 6.2%. In Asia, the Singapore index gained 6.1% on the strength of a superb quarterly GDP number. Australia’s SPI 200 gained 4.2% on declining unemployment. The Dow Jones Index moved to new all time highs buoyed by declining unemployment. The Fund’s long positions in stock indices futures produced a gain for the month. World energy markets lost ground again in October. Expanding inventories, the North Korean nuclear test, unrest in Nigeria, and terrorist threats on Saudi oil facilities had little positive impact on prices. The Fund’s short positions in the energy sector resulted in gains.
     For the 4th quarter of 2006, the most profitable market sector was the currencies sector while the highest losses were experienced in the bond markets.
Fund results for 3rd Quarter 2006:
     World energy markets saw major declines in September as ongoing mild weather, mild Atlantic hurricane activity, and restored output at the Prudhoe Bay oil field sent December crude oil futures, December unleaded gas, December natural gas, and heating oil significantly lower. In Europe, November gas oil lost 14.3% and brent crude lost 12.3%. Tokyo products finished 10-15% lower. Short positions in this market sector resulted in a significant gain and accounted for the great majority of this month’s overall positive performance.
     Global stocks pushed higher in August as energy prices and interest rates eased, leading the Fund’s long positions to an overall gain in this sector for the month. World bond futures markets also rallied in August. Short positions in this sector lead to an overall loss for the month. A surprise early month rate hike by the Bank of England helped the British Pound gain 1.9% against the U.S. Dollar. The Yen lost ground against both the U.S. Dollar and the Euro as softening price data confirmed dwindling prospects for an additional rate hike this year. Otherwise, the Asian bloc showed modest gains amid further strength in China. Latin America, led by Brazil, posted small gains. Short positions in Yen and long positions in the British Pound resulted in an overall gain in this sector. World crude oil markets surged to near all-time highs in early August followed by a sharp reversal. Losses in long positions overwhelmed gains from short positions, resulting in an overall loss in the energy sector.
     World bond futures markets reversed course in July, which led the Fund’s short positions to an overall loss. Meanwhile, worldwide short term interest rates rallied in July led by the U.S. benchmark Eurodollar. Short positions resulted in an overall loss for this sector. Most energy markets ended the month retreating from record highs, trading slightly lower after volatile swings, as geopolitical news, impending hurricane season, and hot weather contributed to a strong rally early in the month. Short positions in natural gas experienced major losses, which exceeded gains from long positions in other markets from this sector, resulting in an overall loss. Long positions in the metals sector experienced a loss due to market volatility along with lower aluminum prices.
     For the third quarter of 2006, the most profitable market group overall was the metals sector while the largest losses resulted from positions in the currency markets.

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Fund results for 2nd Quarter 2006:
     Stock indices worldwide found support mid-June from improved economic data after weakness earlier in the month. Amid these conditions, the Fund’s long/short positions experienced losses. World bond futures markets re-established their downward trend by the end of June as a positive U.S. GDP number countered previously weaker monthly numbers. However, the re-establishment of the downward trend did not offset the losses suffered by the Fund’s short positions during the initial rally in bond futures at the beginning of June. U.S. short-term interest rates continued to trend lower as strong economic readings spurred the U.S Federal Reserve Bank to continue its monetary tightening strategy. First quarter U.S. GDP was revised up to a 5.6% annual rate, the strongest quarterly growth in 2 1/2 years. The Fund’s short currency market positions had considerable gains. The U.S. Dollar reversed its May losses as it was bolstered by continued currency weakness in various emerging markets. Overall, the Fund’s long/short positions in these markets performed negatively. The combined influences of the South American grain harvest and favorable late spring/early summer growing weather in the U.S. led to a mid-month sell off in grain futures. However, values recovered as the month came to a close amid forecasts for higher temperatures at the critical point of the U.S. growing season. As a result, the Fund’s short positions in these markets experienced losses. Among the other agricultural markets, NY coffee reached a new 1 1/2 year low in late June before recovering slightly as values were supported by short covering due to Brazilian weather concerns. September cocoa rallied 8.9% amid concerns about Indonesian floods, Brazilian crop disease, and the re-emergence of violence in the Ivory Coast. October sugar rallied 9.1% from its mid-June lows amid commercial interest and higher oil prices fueled by stronger than expected U.S. gasoline demand. On the whole, the Fund’s short positions in these agricultural markets performed negatively.
     The uptrend in global stock indices came to an abrupt end in May as worldwide equities sold off sharply, which resulted in a considerable loss to the Fund’s long positions. In mid-May world bond futures rebounded off their lows as traders continued to weigh the effects of inflation on expectations for economic growth. As a result, the Fund’s short positions in these markets performed negatively. The U.S. Dollar continued its decline against most currency regions in May despite a violent correction in some of the emerging markets, most notably Latin America. Overall, the U.S. Dollar was down between 1-2 % on the month against major currencies, which resulted in a loss to the Fund’s long/short positions. Metals markets experienced extreme volatility as the significant trend toward higher prices seemed to have stalled for the time being. Overall, the Fund’s long positions in these markets performed positively in May.
     Metals continued to soar in April with gold reaching levels not seen in 25 years as June Comex Gold settled at over $654 per ounce, which resulted in a considerable gain to the Fund’s long positions. Other market sectors did not reveal significant trends and did not have a significant influence on this month’s overall positive performance.
     For the second quarter of 2006, the most profitable market group overall was metals while the largest losses resulted from positions in the currency markets.
Fund results for 1st Quarter 2006:
     World stock markets posted solid gains in March as Asia, led by Japan and Australia, moved to new highs. The Fund’s long strategy in stock indices performed positively. World bond and currency markets declined sharply on inflation concerns as well as a bid by central bankers to remove excess liquidity from financial markets in the face of exceptional economic growth, which resulted in a gain of the Fund’s short positions. The U.S. Dollar remained mixed in March against most major currencies as economic releases had little impact on world currency relationships. The long/short strategy established by the Fund’s trading system produced a negative result for this market. World energy markets posted notable gains in March, reversing their February losses. The Fund held both long and short positions in these markets during the month and experienced overall losses from its positions. Precious and base metals ended their 2 month corrections in March, with most metals surging to multiyear highs, which resulted in a considerable gain to the Fund’s long positions. Other market sectors did not reveal significant trends and did not have any material influence on March’s positive performance.
     Short-term U.S. interest rates continued to trend downward in the month of February as economic data fueled speculation that the Federal Reserve was not done raising interest rates. The Fund’s long/short strategy in the currency market performed positively. U.S. crude, heating oil and unleaded gas reversed their January gains, with decreases of 8.1%, 7.7%, and 16.8% respectively from the close of January to February, which resulted in a considerable loss from the Fund’s long/short positions. By mid-February metals declined sharply. As a result the long strategy established by the Fund’s trading system produced a negative result for this market.
     Global stock indices began 2006 right where 2005 left off, with many markets rising to new highs. As a result, the Fund’s long positions in these markets performed positively. Precious and base metals continued to surge higher in January, which resulted in a considerable gain for the Fund’s long positions. Coffee and sugar continued their positive momentum and provided a positive result for the long strategy established by the Fund’s trading system. In the currency market, the Fund’s long/short strategy experienced losses. Other market sectors did not reveal significant trends and therefore had little influence on January’s overall positive performance.
     For the first quarter of 2006, the most profitable market sector for the Fund on an overall basis was stock indices, while the highest losses resulted from the Fund’s positions in the energy markets.

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2005
Series A:
     Net results for the year ended December 31, 2005 were a loss of 9.43% in net asset value per Unit compared to the preceding year. In 2005, Series A experienced a net decrease in net assets from operations of $2,047,620. This net decrease in net assets consisted of interest income of $1,165,809, a net realized and unrealized gain of $1,336,260 from trading operations, and expenses of $4,549,689. Expenses included $759,356 in management fees, $410,462 in organization and offering expenses, $61,569 in operating expenses, $1,641,851 in selling commissions, $1,669,455 in brokerage commissions, and $6,996 in other expenses. At December 31, 2005 and December 31, 2004, the net asset value per Unit of Series A was $1,328.33 and $1,466.67, respectively.
Series B:
     Net results for the year ended December 31, 2005 were a loss of 12.06% in net asset value per Unit compared to the preceding year. In 2005, Series B experienced a net decrease in net assets from operations of $5,133,409. This net decrease in net assets consisted of interest income of $1,092,688, a net realized and unrealized loss of $1,405,516 from trading operations, and expenses of $4,820,581. Expenses included $727,205 in management fees, $393,084 in organization and offering expenses, $58,962 in operating expenses, $1,572,336 in selling commissions, $2,062,396 in brokerage commissions, and $6,598 in other expenses. At December 31, 2005 and December 31, 2004, the net asset value per Unit of Series B was $1,521.61 and $1,730.29, respectively.
Fund results for 4th Quarter 2005:
     European and Asian indices added to their recent gains in December, which resulted in considerable gains for the Fund’s long positions in these indices. In a significant turnaround from November, the U.S. Dollar weakened against major currencies such as the Japanese Yen and the Australian Dollar. As a result, the Fund’s long/short strategy incurred significant losses. The Fund’s long positions in precious and base metals realized gains as these markets extended their rallies through mid-December. World raw sugar futures raced to 10-year highs on the New York Board of Trade, continuing a trend that started earlier this year, thus producing positive returns for the long strategy established by the Fund’s trading system. In the grain markets, the Fund’s short positions produced a loss. Other market sectors did not reveal significant trends and did not have a significant influence on December’s performance.
     Major world stock indices posted solid gains in November, shrugging off sluggish October results, which resulted in a major gain from the long positions that had been entered into by the Fund. A combined long/short strategy in the currencies sector generated a profit for the Fund. Despite the U.S. Federal Reserve’s dialogue, continuing inflation concerns in the precious metals and impressive industrial demand in the base metals spurred both sectors to multi-year highs. As a result, long positions in the metals sector were positive contributors to the Fund’s performance for November. Other market sectors did not reveal significant trends and did not have any major influence on November’s overall positive performance.
     World stock markets declined to close the month of October as inflationary concerns took center stage in the U.S., and fears of an economic slowdown impacted European and Asian markets, resulting in significant losses for the Fund’s long positions. Energy futures continued their post-Katrina slide, resulting in considerable losses for the Fund’s long positions in these markets. Other market sectors did not reveal significant trends and did not have a major influence on October’s overall negative performance.
     For the fourth quarter of 2005, the most profitable market group overall was the metals sector while energy markets produced the most significant losses.
Fund results for 3rd Quarter 2005:
     In the month of September, world stock market indices- most notably Asian indices- were moving upwards, which resulted in profits to the Fund’s long positions. Conversely, worldwide treasuries traded lower for the month, resulting in losses for the Fund’s long positions in these markets. The major metals markets —especially gold- trended higher during September and provided a positive result for the long strategy established by the Fund’s trading system. Long positions in foreign currencies markets were unsuccessful this month due to the strengthening of the U.S. Dollar.
     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 did not 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 the bonds and notes.

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Table of Contents

Fund results for 2nd Quarter 2005:
     As stock indices continued their rise in June, the Fund’s long positions continued to be profitable for the month. Long positions in bonds, notes and interest markets also contributed notably to June’s overall positive performance due to rising prices in these sectors. Minor losses were incurred by short positions in the soft commodities and long positions in the energy markets.
     In May, rising stock indices led to a positive result for the Fund’s long strategy for these markets. Long positions in bonds, notes and interest rate markets also performed well. A long/short strategy in the metal markets resulted in losses. Also, short positions in the grain markets produced a negative performance.
     During the month of April, stock markets declined, which resulted in a considerable loss for the Fund’s long positions. Contrarily, 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 strengthened. This development caused substantial losses to the Fund’s currency positions. 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 experience significant profits from sharply rising prices.
     In February, rising energy prices led to a positive result for the Fund’s long strategy in this sector. 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.
     January 2005 saw a sharp decline in 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. 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 per Unit compared to the preceding year. In 2004, Series A experienced a net increase in net assets from operations of $2,906,084. This net increase in net assets consisted of interest income of $291,745, a net realized and unrealized gain of $5,927,995 from trading operations, and expenses of $3,313,656. Expenses included $451,601 in management fees, $244,109 in organization and offering expenses, $36,616 in operating expenses, $976,433 in selling commissions, $651,950 in incentive fees, $907,482 in brokerage commissions, and $45,465 in other expenses. At December 31, 2004 and December 31, 2003, the net asset value per Unit of Series A was $1,466.67 and $ 1,317.23, respectively.
Series B:
     Net results for the year ended December 31, 2004 were a gain of 16.82% in net asset value per Unit compared to the preceding year. In 2004, Series B experienced a net increase in net assets from operations of $5,578,660. This net increase in net assets consisted of interest income of $376,469, a net realized and unrealized gain of $10,438,610 from trading operations, and expenses of $5,236,419. Expenses included $606,117 in management fees, $327,631 in organization and offering expenses, $49,145 in operating expenses, $1,310,521 in selling commissions, $1,158,857 in incentive fees, $1,702,193 in brokerage commissions, and $81,955 in other expenses. At December 31, 2004 and December 31, 2003, the net asset value per Unit of Series B was $1,730.29 and $1,481.19, respectively.
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 did not reveal any significant trend and the Fund’s combined long/short allocation resulted in minor losses.

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     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 very well and were the main source of this month’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 for this month.
     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:
     The impact of Hurricane Ivan on oil production in the U.S and Gulf of Mexico created rising prices for crude oils and oil-related products, which resulted in a major gain for the Fund’s long positions in these markets in September. Long positions in metal markets were able outperform these gains and were the most successful contributors to this month’s outstanding trading performance. The only notable losses were incurred by the Fund’s long positions in the financial futures sector.
     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 sideways, whereas long and short positions in foreign currencies were able to contribute positively to performance. A combined long/short strategy in the agricultural sector produced a slight loss.
     In the month of July, long positions in the financial futures sector, most notably 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 in oil and oil-related futures markets. Other market sectors did not reveal significant trends and did not have a 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 produced the most significant 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 other financial futures sectors experienced losses, as did long positions in the metal markets. The most significant losses were incurred in the energy sector as the Fund held long positions in the midst of a sharp price-decline in prices.
     Although the downward trend in the stock markets reversed in May, long positions still produced a small overall loss for the month. Contrarily, 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 notably 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 experienced the most significant 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 for long positions in the foreign currencies markets. Long positions in the metal sector performed slightly negatively, whereas energy and financial futures positions were able to realize minor gains.
     For the month of February, the continuing upward movement of stock indices resulted in further profits for the Fund’s 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. Long positions in the metal sector also 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 produced the most significant losses.

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Off-Balance Sheet Risk
     The term “off-balance sheet risk” refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may result in a future obligation or loss. The Fund trades in futures and forward contracts and is therefore a party to financial instruments with elements of off-balance sheet market and credit risk. In entering into these contracts, there exists a market risk that such contracts may be significantly influenced by conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the futures interests positions of the Fund at the same time, and if Superfund Capital Management was unable to offset such positions, the Fund could experience substantial losses. Superfund Capital Management attempts to minimize market risk through real-time monitoring of open positions, diversification of the portfolio and maintenance of a margin-to-equity ratio in all but extreme instances not greater than 50%.
     In addition to market risk, in entering into futures and forward contracts there is a credit risk that a counterparty will not be able to meet its obligations to the Fund. The counterparty for futures contracts traded in the United States and on most foreign exchanges is the clearinghouse associated with such exchange. In general, clearinghouses are backed by the corporate members of the clearinghouse who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members, like some foreign exchanges, it is normally backed by a consortium of banks or other financial institutions.
Off-Balance Sheet Arrangements
     The Fund does not engage in off-balance sheet arrangements with other entities.
Contractual Obligations
     The Fund does not enter into contractual obligations or commercial commitments to make future payments of a type that would be typical for an operating company. The Fund’s sole business is trading futures, currency, forward and certain swap 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 forward contracts as well as the fair value of the futures contracts purchased and sold by each Series at December 31, 2006 and December 31, 2005.
Critical Accounting Policies — Valuation of The Fund’s Positions
     Superfund Capital Management believes that the accounting policies that will be most critical to the Fund’s financial condition and results of operations relate to the valuation of the Fund’s positions. The majority of the Fund’s positions will be exchange-traded futures contracts, which will be valued daily at settlement prices published by the exchanges. Any spot and forward foreign currency contracts held by the Fund will also be valued at published daily settlement prices or at dealers’ quotes. Thus, Superfund Capital Management expects that under normal circumstances substantially all of the Fund’s assets will be valued on a daily basis using objective measures.
Recently Issued Accounting Standards
     In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes- an interpretation of FASB Statement No. 109 (“FIN 48”), which clarifies the accounting for uncertainty in tax positions. FIN 48 requires that the Fund recognize in its financial statements, the impact of a tax position, and if that position is more likely than not of being sustained on audit, based on the technical merits of the position. Adoption of FIN 48 is effective for the Fund on January 1, 2007 and is to be applied to all open tax years as of the effective date. Management does not believe the guidance provided by FIN 48 will have a material effect on the Fund’s financial statements.
     In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements, but does not change existing guidance as to whether an instrument is carried at fair value. The provisions of SFAS No. 157 are effective for the Fund on January 1, 2008. The Fund is currently evaluating the impact of adopting SFAS No. 157 on its financial statements. At this time, the impact to the Fund’s financial statements has not been determined.
     In September 2006, the SEC issued Staff Accounting Bulletin No. 108 (“SAB 108”), “Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements”, providing guidance on quantifying financial statement misstatement and implementation (e.g. restatement or cumulative effect to assets, liabilities, and retained earnings) when first applying this guidance. SAB 108 is effective for the Fund for the year ended December 31, 2006. The adoption of SAB 108 did not have a material effect on the Fund’s financial statements.

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Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Past Results are Not Necessarily Indicative of Future Performance
     The Fund is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and all or a substantial amount of the Fund’s assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Fund’s main line of business.
     Market movements can produce frequent changes in the fair market value of the Fund’s open positions and, consequently, in its earnings and cash flow. The Fund’s market risk is influenced by a wide variety of factors, including the level and volatility of exchange rates, interest rates, equity price levels, the market value of financial instruments and contracts, the diversification effects among the Fund’s open positions and the liquidity of the markets in which it trades.
     The Fund rapidly acquires and liquidates both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Fund’s past performance is not necessarily indicative of its future results.
     Value at Risk is a measure of the maximum amount which the Fund could reasonably be expected to lose in a given market sector. However, the inherent uncertainty of the Fund’s speculative trading and the recurrence in the markets traded by the Fund of market movements far exceeding expectations could result in actual trading or non-trading losses far beyond the indicated Value at Risk or the Fund’s experience to date (i.e., “risk of ruin”). In light of this, as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the quantification included in this section should not be considered to constitute any assurance or representation that the Fund’s losses in any market sector will be limited to Value at Risk or by the Fund’s attempts to manage its market risk.
     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 amount of the trading Value at Risk associated with the Fund’s open positions by market category for the year ended December 31, 2006 and 2005. All open position trading risk exposures of the Fund have been included in calculating the figures set forth below. During the year ended December 31, 2006, the average capitalization for Series A was $68,320,419 and the average capitalization for Series B was $37,800,868. During the year ended December 31, 2005, the average capitalization for Series A was $44,036,757 and the average capitalization for Series B was $40,981,658.

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Series A as of December 31, 2006:
                                 
    Average Value at     % of Average     Highest Value at     Lowest Value at  
Sector   Risk     Capitalization     Risk     Risk  
 
       
Stock Indices
  $ 1,730,170       2.53 %   $ 3,900,719     $ 381,150  
Financial Futures
  $ 2,138,142       3.13 %   $ 3,287,013     $ 485,375  
Currencies
  $ 5,285,887       7.74 %   $ 7,716,185     $ 3,057,659  
Agricultural
  $ 522,898       0.77 %   $ 593,242     $ 447,350  
Energy
  $ 2,045,413       2.99 %   $ 2,745,083     $ 1,499,620  
Metals
  $ 1,000,913       1.47 %   $ 1,712,472     $ 0  
                   
Total
  $ 12,723,423       18.63 %                
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 the Fund’s capitalization at the end of the calendar quarters of fiscal year 2006.
Series B as of December 31, 2006:
                                 
    Average Value at     % of Average     Highest Value at     Lowest Value at  
Sector   Risk     Capitalization     Risk     Risk  
 
       
Stock Indices
  $ 1,341,170       3.55 %   $ 2,683,136     $ 286,650  
Financial Futures
  $ 1,592,488       4.21 %   $ 2,317,193     $ 337,357  
Currencies
  $ 4,195,892       11.10 %   $ 5,279,732     $ 2,328,732  
Agricultural
  $ 391,703       1.04 %   $ 447,707     $ 330,020  
Energy
  $ 1,486,530       3.93 %   $ 1,901,488     $ 1,263,195  
Metals
  $ 765,709       2.03 %   $ 1,429,084     $ 0  
                   
Total
  $ 9,773,492       25.86 %                
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 the Fund’s capitalization at the end of the calendar quarters of fiscal year 2006.
Series A as of December 31, 2005:
                                 
    Average Value at     % of Average     Highest Value at     Lowest Value at  
Sector   Risk     Capitalization     Risk     Risk  
 
       
Stock Indices
  $ 1,512,822       3.44 %   $ 1,740,734     $ 1,351,175  
Financial Futures
  $ 1,359,303       3.09 %   $ 1,897,505     $ 875,596  
Currencies
  $ 3,598,614       8.17 %   $ 5,907,756     $ 1,449,098  
Agricultural
  $ 341,743       0.78 %   $ 598,716     $ 58,044  
Energy
  $ 921,229       2.09 %   $ 1,324,149     $ 657,974  
Metals
  $ 1,387,497       3.15 %   $ 2,033,095     $ 772,069  
                   
Total
  $ 9,121,209       20.71 %                
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 the Fund’s capitalization at the end of the calendar quarters of fiscal year 2005.
Series B as of December 31, 2005:
                                 
    Average Value at     % of Average     Highest Value at     Lowest Value at  
Sector   Risk     Capitalization     Risk     Risk  
 
       
Stock Indices
  $ 2,153,126       5.25 %   $ 3,084,741     $ 1,432,917  
Financial Futures
  $ 2,022,611       4.94 %   $ 3,415,011     $ 809,391  
Currencies
  $ 5,035,200       12.29 %   $ 8,458,329     $ 2,622,864  
Agricultural
  $ 405,770       0.99 %   $ 555,842     $ 10,262  
Energy
  $ 1,323,1210       3.23 %   $ 2,358,725     $ 366,394  
Metals
  $ 2,003,698       4.89 %   $ 3,654,036     $ 716,965  
                   
Total
  $ 12,943,529       31.58 %                
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 the Fund’s capitalization at the end of the calendar quarters of fiscal year 2005.

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Material Limitations on Value at Risk as an Assessment of Market Risk
     The face value of the market sector instruments held by the Fund is typically many times the applicable maintenance margin requirement (maintenance margin requirements generally ranging between approximately 1% and 10% of contract face value) as well as many times the capitalization of the Fund. The magnitude of the Fund’s open positions creates a “risk of ruin” not typically found in most other investment vehicles. Because of the size of its positions, certain market conditions — unusual, but historically recurring from time to time — could cause the Fund to incur severe losses over a short period of time. The foregoing Value at Risk tables — as well as the past performance of the Fund — gives no indication of this “risk of ruin.”
Non-Trading Risk
     The Fund has non-trading market risk on its foreign cash balances not needed for margin. However, these balances (as well as the market risk they represent) are immaterial. The Fund also has non-trading market risk as a result of investing a substantial portion of its available assets in U.S. Treasury Bills. The market risk represented by these investments is immaterial.
Qualitative Disclosures Regarding Primary Trading Risk Exposures
     The following qualitative disclosures regarding the Fund’s market risk exposures — except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Fund manages its primary market risk exposures — constitute forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. The Fund’s primary market risk exposures as well as the strategies used and to be used by Superfund Capital Management for managing such exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Fund’s risk controls to differ materially from the objectives of such strategies. Government interventions, defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could result in material losses as well as in material changes to the risk exposures and the risk management strategies of the Fund. There can be no assurance that the Fund’s current market exposure and/or risk management strategies will not change materially or that any such strategies will be effective in either the short- or long-term. Investors must be prepared to lose all or substantially all of their investment in the Fund.
     The following were the primary trading risk exposures of the Fund as of December 31, 2006 by market sector:
     Currencies. The Fund’s currency exposure is to exchange rate fluctuations, primarily those which disrupt the historical pricing relationships between different currencies and currency pairs. These fluctuations are influenced by interest rate changes as well as political, geopolitical and general economic conditions. The Fund trades in a large number of currencies, including cross-rates (e.g., positions between two currencies other than the U.S. Dollar). Superfund Capital Management does not anticipate that the risk profile of the Fund’s currency sector will change significantly in the future. As of December 31, 2006 the exposure to these markets was highest amongst 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 December 31, 2006 the exposure to these markets was high compared 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 December 31, 2006 the exposure to these markets was relatively high compared to historic levels.
     Energy. The Fund’s primary energy market exposure is to crude oil, natural gas and heating oil. Movements in these markets are often due to geopolitical developments in the Middle East but can also be caused by shortage due to extreme weather conditions. As of December 31, 2006, the exposure to these markets was comparable to historic levels.
     Metals. The Fund’s metals market exposure derives primarily from fluctuations in the price of gold, silver, platinum, copper, zinc, nickel and aluminum. These markets represent a great diversification in terms of correlation to many of the other sectors the Fund trades. The exposure to these markets as of December 31, 2006 was relatively low compared to historic levels.
     Agricultural. The Fund’s agricultural market exposure is to fluctuations in the price of cocoa, wheat, sugar, coffee, cotton, lean hogs and live cattle. These markets represent a great diversification in terms of correlation to many of the other sectors the Fund trades. The exposure to these markets as of December 31, 2006 was lowest amongst 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 margin, the Fund does not believe that any increase in margin requirements, as proposed, will have a material effect on the Fund’s operations.

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     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, severally, attempt to manage the risk of the Fund’s open positions is essentially the same in all market categories traded. Superfund Capital Management applies risk management policies to its trading which generally limit the total exposure that may be taken per “risk unit” of assets under management. In addition, Superfund Capital Management follows diversification guidelines (often formulated in terms of the balanced volatility between markets and correlated groups), as well as imposing “stop-loss” points at which the Fund’s brokers must attempt to close out open positions.
     Superfund Capital Management controls the risk of the Fund’s non-trading instruments (Treasury Bills held for cash management purposes) by limiting the duration of such instruments to no more than six months.
Item 8. Financial Statements and Supplementary Data
     Financial statements meeting the requirements of Regulation S-X appear beginning on page 26 of this report.
     The following summarized financial information presents the results of operations for the three-month periods ended March 31, June 30, September 30 and December 31, 2006 and 2005. This information has not been audited.
Series A:
                                 
    1st Qtr 2006     2nd Qtr 2006     3rd Qtr 2006     4th Qtr 2006  
 
       
Interest Income
  $ 629,632     $ 759,652     $ 773,994       847,091  
Net Realized and Unrealized Gains
                               
(Losses) on Investments
  $ 5,488,739     $ (1,314,322 )   $ (4,212,313 )     11,293,161  
Total Expenses
  $ 1,601,643     $ 1,742,072     $ 1,518,937       1,779,789  
Net Income (Loss)
  $ 4,516,728     $ (1,869,863 )   $ (4,957,256 )     10,360,463  
Net Income (Loss) Per Unit*
  $ 100.98     $ (38.43 )   $ (98.20 )     204.00  
Net Increase (Decrease) in Net Assets from Operations per Unit
  $ 100.56     $ (36.41 )   $ (99.28 )     207.00  
 
    1st Qtr 2005     2nd Qtr 2005     3rd Qtr 2005     4th Qtr 2005  
 
       
Interest Income
  $ 168,028     $ 196,075     $ 320,899     $ 480,807  
Net Realized and Unrealized Gains
                               
(Losses) on Investments
  $ (14,940 )   $ (2,537,002 )   $ 2,818,902     $ 1,069,300  
Total Expenses
  $ 909,898     $ 861,290     $ 1,375,003     $ 1,403,498  
Net Income (Loss)
  $ (756,810 )   $ (3,202,217 )   $ 1,764,798     $ 146,609  
Net Income (Loss) per Unit*
  $ (34.87 )   $ (132.14 )   $ 49.43     $ 3.37  
Net Increase (Decrease) in Net Assets from Operations per Unit
  $ (38.39 )   $ (140.11 )   $ 41.29     $ (1.13 )
* Based on weighted average number of Units outstanding during the period.
     There were no extraordinary, unusual or infrequently occurring items recognized in any quarter reported above, other than in the second quarter of 2006 when Series A recorded a gain of $426,876 from payments by an affiliate. The Fund has not disposed of any segments of its business. There have been no year-end adjustments that are material to the results of any fiscal quarter reported above.

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Series B:
                                 
    1st Qtr 2006     2nd Qtr 2006     3rd Qtr 2006     4th Qtr 2006  
 
       
Interest Income
  $ 412,029     $ 430,037     $ 398,744     $ 421,638  
Net Realized and Unrealized Gains
                               
(Losses) on Investments
  $ 4,795,120     $ (868,471 )   $ (3,257,402 )   $ 7,755,855  
Total Expenses
  $ 1,146,514     $ 1,098,756     $ 856,375     $ 993,429  
Net Income (Loss)
  $ 4,060,635     $ (952,389 )   $ (3,715,033 )   $ 7,184,064  
Net Income (Loss) per Unit *
  $ 166.14     $ (40.92 )   $ (163.40 )   $ 335.10  
Net Increase (Decrease) in Net Assets from Operations per Unit
  $ 165.54     $ (44.60 )   $ (160.85 )   $ 340.29  
 
 
  1st Qtr 2005   2nd Qtr 2005   3rd Qtr 2005   4th Qtr 2005
 
       
Interest Income
  $ 214,765     $ 254,037     $ 297,409       326,477  
Net Realized and Unrealized Gains
                               
(Losses) on Investments
  $ (534,676 )   $ (4,813,347 )   $ 3,038,791       903,716  
Total Expenses
  $ 1,198,706     $ 1,239,387     $ 1,301,670       1,080,818  
Net Income (Loss)
  $ (1,518,617 )   $ (5,798,697 )   $ 2,034,530       149,375  
Net Income (Loss) Per Unit *
    (61.12 )     (210.05 )     73.93       5.62  
Net Increase (Decrease) in Net Assets from Operations per Unit
  $ (66.75 )   $ (224.36 )   $ 74.21       8.22  
* Based on weighted average number of Units outstanding during the period.
     There were no extraordinary, unusual or infrequently occurring items recognized in any quarter reported above, other than in the second quarter of 2006 when Series B recorded a gain of $584,801 from payments by an affiliate. The Fund has not disposed of any segments of its business. There have been no year-end adjustments that are material to the results of any fiscal quarter reported above.
Item 9. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure
     None
Item 9A. Controls And Procedures
     Superfund Capital Management, the Fund’s general partner, with the participation of Superfund Capital Management’s principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Fund as of the end of the period covered by this annual report, and, based on their evaluation, have concluded that these disclosure controls and procedures are effective. There were no significant changes in Superfund Capital Management’s internal controls with respect to the Fund or in other factors applicable to the Fund that could materially affect these controls subsequent to the date of their evaluation.
Item 9B. Other Information
     There was no information required to be disclosed in a report on Form 8-K during the fourth quarter of 2006 that was not reported on Form 8-K.
PART III
Item 10. Directors, Executive Officers and Corporate Governance of The Registrant
Identification of Directors and Executive Officers
     The Fund has no directors or executive officers. The Fund has no employees. It is managed by Superfund Capital Management in its capacity as general partner. Superfund Capital Management has been registered with the CFTC as a commodity pool operator since May 2001. Its main business address is Ottway Building, P.O. Box 1479, Grand Anse, St. George’s, Grenada, West Indies, (473) 439-2418. Superfund Capital Management’s directors and executive officers are as follows:
     CHRISTIAN BAHA is Superfund Capital Management’s Chief Executive Officer and founder. He has served as a Director since June 2001. He is a graduate of the police academy in Vienna, Austria and studied at the Business University of Vienna, Austria. Mr. Baha co-founded a business in 1991 to develop and market financial software applications to institutions in Austria. From that development, two independent companies were formed: Teletrader.com Software AG and Quadriga Beteiligungs — und Vermogens AG. Teletrader.com is a publicly-held company that offers financial software products for institutions and is listed on the Austria Stock Exchange. Quadriga Beteiligungs — und Vermogens AG was founded in 1995. Mr. Baha resides in Monte Carlo where he directs the strategic worldwide expansion of the Superfund group of companies.
     NIGEL JAMES was appointed as President of Superfund Capital Management on July 13, 2006. Mr. James has been an employee of various members of the Superfund group of investment companies since July 2003. Mr. James graduated from the University of the West Indies in Barbados with a Bachelor’s Degree in Computer Science and Management in May 2003. Upon graduation, Mr. James commenced work as a software developer for Superfund Trading Management. In May 2005 Mr. James was promoted to the role of Intellectual Technology Project Manager for Superfund Trading Management.

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     ROMAN GREGORIG serves as Vice President and is a Director and the Audit Committee Financial Expert for Superfund Capital Management. He graduated from the Academy of Commerce in Vienna, Austria, in 1986. Upon graduation, Mr. Gregorig commenced work as an accountant for a Vienna tax consulting company. In 1993, Mr. Gregorig became a tax consultant licensed by the Austrian Chamber of Wirtschaftstreuhaender, and subsequently became a partner with Treufinanz Wirtschaftstreuhand GmbH. In 2000, the Chamber of Wirtschaftstreuhaender granted Mr. Gregorig a further license to perform auditing services, and he founded Gregorig Consulting, GmbH, which focused on providing accounting and tax consulting services to companies in the financial sector. In June 2005, Mr. Gregorig joined Superfund Group Monaco S.A.M. as a Director and Chief Financial Officer.
Identification of Certain Significant Employees
None.
Family Relationships
None.
Business Experience
See “Identification of Directors and Executive Officers,” above.
Involvement in Certain Legal Proceedings
     There has never been a material administrative, civil or criminal action brought against Superfund Capital Management or any of its directors, executive officers, promoters or control persons.
Promoters and Control Persons
     Superfund Capital Management is the sole promoter and control person of the Fund.
Section 16(A) Beneficial Ownership Reporting Compliance
     Superfund Capital Management, the general partner of the Fund, filed its initial report on Form 3 after the Fund became registered under Section 12 of the Securities Exchange Act of 1934. The number of transactions that were not reported on a timely basis was two. These purchases represent Superfund Capital Management’s capital contribution to each Series and were made at the commencement of the Fund’s operations. Pursuant to the Limited Partnership Agreement, Superfund Capital Management is required to maintain an investment in each Series equal at all times to at least 1% of the net asset value of each such Series. As of December 31, 2006, Superfund Capital Management owned 843.400 Units of Series A, representing 1.69% of the total issued Units of Series A, and 789.364 Units of Series B, representing 3.78% of the total issued Units of Series B, having a combined value of $2,703,488. Nigel James, President of Superfund Capital Management, filed his initial report on Form 3 more than 10 days after his appointment as an officer of Superfund Capital Management. Mr. James does not own and has not owned any securities issued by the Fund, and accordingly, the number of transactions not reported on a timely basis by Mr. James is zero.
Code of Ethics
     The Fund has no employees, officers or directors and is managed by Superfund Capital Management. Superfund Capital Management has adopted a code of ethics that applies to its principal executive officer, principal financial officer and its principal accounting officer. A copy of the code of ethics may be obtained at no charge by written request to the corporate secretary of Superfund Capital Management, Ottway Building P.O. Box 1479, Grand Anse, St. George’s, Grenada West Indies.
Board of Director Nominees
     Not applicable
Audit Committee Financial Expert
     The Board of Directors of Superfund Capital Management, in its capacity as the audit committee for the Fund, has determined that Roman Gregorig qualifies as an “audit committee financial expert” in accordance with the applicable rules and regulations for the Securities and Exchange Commission. He is not independent of management.
Item 11. Executive Compensation
     The Fund has no employees, officers or directors and is managed by the Superfund Capital Management. None of the directors or officers of Superfund Capital Management receive compensation from the Fund. Superfund Capital Management receives a monthly management fee of

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one-twelfth of 1.85% of month end net assets (1.85% per annum), organization and offering expenses equal to one-twelfth of 1% of month end net assets (1% per annum), not to exceed the amount of actual expenses incurred, monthly operating expenses equal to one-twelfth of 0.15% of month end net assets (0.15% per annum), not to exceed the amount of actual expenses incurred, and a monthly fee of 25% of the aggregate cumulative appreciation (if any) in net asset value per Unit at the end of each month, exclusive of appreciation attributable to interest income. In addition, Superfund Asset Management Inc., an affiliate of Superfund Capital Management, serves as the introducing broker for the Fund’s futures transactions and receives a portion of the brokerage commissions paid by the Fund in connection with its futures trading.
Item 12. Security Ownership Of Certain Beneficial Owners And Management and Related Shareholder Matters
Security Ownership of Certain Beneficial Owners
     The Fund knows of no person who beneficially owns more than 5% of the Units of any Series. As of December 31, 2006, no Units were owned or held by officers of Superfund Capital Management.
Security Ownership of Management
     As of December 31, 2006, Superfund Capital Management owned 843.400 Units of Series A, representing 1.69% of the total issued Units of Series A, and 789.366 Units of Series B, representing 3.78% of the total issued Units of Series B, having a combined value of $2,703,485.64. Christian Baha is the holder of all of the equity of Superfund Capital Management.
Item 13. Certain Relationships And Related Transactions, and Director Independence
     See “Item 10 Directors, Executive Officers and Corporate Governance of The Registrant, “Item 11, Executive Compensation” and “Item 12, Security Ownership of Certain Beneficial Owners and Management.”
Item 14. Principal Accountant Fees And Services
Audit Fees
     The aggregate fees billed for professional services rendered by Deloitte & Touche LLP in connection with their audit of the Fund’s financial statements, reviews of the financial statements included in the quarterly reports on Form 10-Q and other services normally provided in connection with statutory and regulatory filings or engagements for the years ended December 31, 2006 and December 31, 2005 were approximately $110,000 and $55,000 respectively.
     The aggregate fees billed for professional services rendered by KPMG, LLP in connection with reviews of the Fund’s financial statements included in the quarterly reports on Form 10-Q and other services normally provided in connection with statutory and regulatory filings or engagements for the year ended December 31, 2005 were approximately $20,500.
Audit-Related Fees
     There were no audit-related fees for services rendered by Deloitte & Touche LLP or KPMG LLP for the years ended December 31, 2006 and December 31, 2005.
Tax Fees
     There were no fees for tax compliance, tax advice or tax planning rendered by Deloitte & Touche LLP or KPMG LLP for the years ended December 31, 2006 and December 31, 2005.
All Other Fees
     There were no other fees for products or services provided by Deloitte & Touche LLP or KPMG LLP for the years ended December 31, 2006 and December 31, 2005.
Pre-Approval Policies
     The Board of Directors of Superfund Capital Management approved all of the services described above. The Board of Directors has determined that the payments made to its independent accountants for these services are compatible with maintaining such auditors’ independence. The Board of Directors pre-approves all audit and non-audit services and all engagement fees and terms.
PART IV
Item 15. Exhibits, Financial Statement Schedules
  (a)   The Following documents are filed as part of this report:
  (1)   Financial Statements beginning on page 27 hereof.

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  (2)   Financial Statement Schedules:
     Financial statement schedules have been omitted because they are not required or because equivalent information has been included in the financial statements or notes thereto.
  (3)   Exhibits as required by Item 601 of Regulation S-K
           The following exhibits are included herewith.
     
Exhibit Number   Description of Document
 
   
10.01(h)
  Form of Series Exchange Subscription Agreement
31.1
  Rule 13(a)-14((a)/15(d)-14(a) Certification of Principal Executive Officer
31.2
  Rule 13(a)-14((a)/15(d)-14(a) Certification of Principal Financial Officer
32.1
  Section 1350 Certification of Principal Executive Officer
32.2
  Section 1350 Certification of Principal Financial Officer
     The following exhibit is incorporated by reference herein from the exhibits of the same description and number filed on September 26, 2006 with Amendment No. 2 to the Fund’s Registration Statement on Form S-1 (Reg. No. 3136804).
     
 
   
 1.01(a)
  Form of Amendment to Selling Agreement among each Series, Superfund Capital Management, Inc., and Superfund Asset Management, Inc.
     The following exhibits are incorporated by reference herein from the exhibits of the same description and number filed on September 13, 2006 with Amendment No. 1 to Registrant’s Registration Statement on Form S-1 (Reg. No. 333-136804).
     
 
   
3.01    
  Form of Third Amended and Restated Limited Partnership Agreement of Quadriga Superfund, L.P. (included as Exhibit A to the Prospectus).
10.02      
  Form of Subscription Agreement and Power of Attorney (included as Exhibit D to the Prospectus).
     The following exhibits are incorporated by reference herein from the exhibits of the same description and number filed on August 22, 2006 with Registrant’s Registration Statement on Form S-1 (Reg. No. 333-136804).
     
 
   
 1.03    
  Form of Intermediary Selling Agent Agreement between Superfund Asset Management, Inc. and the Intermediary Selling Agent.
 5.01    
  Opinion of Sidley Austin LLP relating to the legality of the Units.
 8.01    
  Opinion of Sidley Austin LLP with respect to Federal Income Tax Aspects.
     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).
     
 
   
10.01(g)
  Form of Administration, Accounting and Investor Services Agreement.
     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).
     
 
   
 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.

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QUADRIGA SUPERFUND, L.P.
DECEMBER 31, 2006
FINANCIAL STATEMENTS
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Partners of Quadriga Superfund, L.P. — Series A and Series B:
We have audited the accompanying statements of assets and liabilities of Quadriga Superfund, L.P. — Series A and Series B (the “Fund”), including the condensed schedules of investments, as of December 31, 2006 and 2005, and the related statements of operations, changes in net assets, and cash flows for each of the two 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 the 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 audits 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 Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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, such 2006 and 2005 financial statements present fairly, in all material respects, the financial position of the Fund as of December 31, 2006 and 2005, and the results of its operations and its cash flows for each of the two years then ended, in conformity with accounting principles generally accepted in the United States of America.
/s/ DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
March 29, 2007

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QUADRIGA SUPERFUND, L.P. — SERIES A AND SERIES B
DECEMBER 31, 2004
FINANCIAL STATEMENTS
INDEPENDENT AUDITORS’ REPORT
The Partners
Quadriga Superfund L.P. —Series A and Series B:
We have audited the accompanying statements of operations, changes in net assets and cash flows of Quadriga Superfund, L.P. —Series A and Series B (the Fund), for the year ended December 31, 2004. These financial statements are the responsibility of the fund’s management. Our responsibility is to express an opinion on these financial statements base on our audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, Quadriga Superfund, L.P.—Series A and Series B’s results of operations, changes in its net assets, and its cash flows for the year ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America.
/s/ KPMG LLP
New York, New York
March 4, 2005

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QUADRIGA SUPERFUND, L.P. — SERIES A
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2006 and December 31, 2005
                 
    December 31, 2006     December 31, 2005  
 
               
ASSETS
               
 
       
US Government securities, at fair value,
               
amortized cost $57,832,244 and $53,351,488 as of
               
December 31, 2006 and December 31, 2005, respectively
  $ 57,832,344     $ 53,351,488  
Due from brokers
    9,952,214       2,705,847  
Unrealized appreciation on open forward contracts
    1,556,257       2,733,570  
Futures contracts purchased
    693,920       2,110,992  
Futures contracts sold
    5,962,156       286,562  
Cash
    555,433       888,918  
 
           
Total assets
    76,552,324       62,077,377  
 
           
 
               
LIABILITIES
               
 
       
Unrealized depreciation on open forward contracts
    977,472       1,237,784  
Unrealized depreciation on open swap contracts
          193,624  
Advance subscriptions
    277,500       866,893  
Redemptions payable
    2,552,956        
Fees payable
    439,235       357,028  
 
           
Total liabilities
    4,247,163       2,655,329  
 
           
 
               
 
       
NET ASSETS
  $ 72,305,161     $ 59,422,048  
 
           
 
       
Number of Units
    48,197.014       44,734.441  
Net asset value per Unit
  $ 1,500.20     $ 1,328.33  
 
           
See accompanying notes to financial statements

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QUADRIGA SUPERFUND, L.P. — SERIES A
CONDENSED SCHEDULE OF INVESTMENTS
December 31, 2006
                         
            Percentage of        
    Face Value     Net Assets     Fair Value  
 
                       
Debt Securities United States, at fair value
                       
United States Treasury Bills due March 1, 2007
                 
(amortized cost $57,832,344), securities are held in
                 
margin accounts as collateral for open futures and forwards
  $ 58,300,000       80.0 %   $ 57,832,344  
 
                   
 
                   
Forward contracts, at fair value
                       
Unrealized appreciation on forward contracts
                       
Currencies
            1.4       961,041  
Metals
            0.8       595,216  
 
                     
Total unrealized appreciation on forward contracts
            2.2       1,556,257  
 
                   
Unrealized depreciation on forward contracts
                       
Currencies
            (0.6 )     (426,597 )
Metals
            (0.8 )     (550,875 )
 
                   
Total unrealized depreciation on forward contracts
            (1.4 )     (977,472 )
 
                   
Total forward contracts, at fair value
            0.8       578,785  
 
                   
 
                       
Futures contracts, at fair value
                       
Futures Contracts Purchased
                       
Currency
            0.1       35,962  
Food & Fiber
            (0.1 )     (83,698 )
Indices
            1.2       887,282  
Metals
            (0.2 )     (145,626 )
 
                   
Total futures contracts purchased
            1.0       693,920  
 
                   
 
                       
Futures Contracts Sold
                       
Currency
            0.2       164,000  
Energy
            4.6       3,333,225  
Financial
            3.4       2,464,931  
 
                     
Total futures contracts sold
            8.2       5,962,156  
 
                   
Total futures contracts, at fair value
            9.2       6,656,076  
 
                   
Futures and forward contracts by country composition
                       
European Monetary Union
            2.9       2,107,995  
Japan
            1.3       911,956  
United States
            4.2       3,012,867  
Other
            1.6       1,202,043  
 
                   
Total futures and forward contracts by country
            10.0 %   $ 7,234,861  
 
                   
See accompanying notes to financial statements

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QUADRIGA SUPERFUND, L.P. — SERIES A
CONDENSED SCHEDULE OF INVESTMENTS
December 31, 2005
                         
            Percentage of        
    Face Value     Net Assets     Fair Value  
 
                       
Debt Securities United States, at fair value
                       
United States Treasury Bills due June 1, 2006
                       
(amortized cost $53,351,488), securities are held in
                       
margin accounts as collateral for open futures and forwards
  $ 54,300,000       89.8 %   $ 53,351,488  
 
                   
Forward contracts, at fair value
                       
Unrealized appreciation on forward contracts
                       
Currencies
            0.6       349,388  
Metals
            4.0       2,384,182  
 
                   
Total unrealized appreciation on forward contracts
            4.6       2,733,570  
 
                   
 
                       
Unrealized depreciation on forward contracts
                       
Currencies
            (2.1 )     (1,237,784 )
 
                   
Total unrealized depreciation on forward contracts
            (2.1 )     (1,237,784 )
 
                   
Total forward contracts, at fair value
            2.5       1,495,786  
 
                   
 
                       
Swap contracts, at fair value
                       
Unrealized depreciation on swap contracts
                       
02/24/06 Corn Swap **
            0.0 *     (4,013 )
02/24/06 Wheat Swap **
            (0.3 )     (189,611 )
 
                   
Total swap contracts, at fair value
            (0.3 )     (193,624 )
 
                   
 
                       
Futures Contracts, at fair value
                       
Futures Contracts Purchased
                       
Currency
            (0.0) *     (3,825 )
Energy
            0.4       222,119  
Financial
            (0.1 )     (44,622 )
Food & Fiber
            2.0       1,195,909  
Indices
            0.8       489,551  
Livestock
            0.0 *     10,340  
Metals
            0.4       241,520  
 
                   
Total futures contracts purchased
            3.5       2,110,992  
 
                   
 
                       
Futures Contracts Sold
                       
Currency
            0.7       413,828  
Energy
            (0.3 )     (177,030 )
Financial
            0.1       49,764  
 
                   
Total futures contracts sold
            0.5       286,562  
 
                   
Total futures contracts, at fair value
            4.0 %   $ 2,397,554  
 
                   
 
                       
Futures, swap and forward contracts by country composition
                       
Japan
            0.3 %   $ 174,514  
United Kingdom
            0.2       102,468  
United States
            5.2       3,108,970  
Other
            0.5       314,124  
 
                   
Total futures and forward contracts by country
            6.2 %   $ 3,699,716  
 
                   

*   Due to rounding
 
**   Swap contracts are valued daily off the underlying commodities futures price

See accompanying notes to financial statements

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QUADRIGA SUPERFUND, L.P. — SERIES A
STATEMENTS OF OPERATIONS
Years Ended December 31, 2006, 2005, and 2004
                         
    2006     2005     2004  
 
                       
Investment income, interest
  $ 3,010,369     $ 1,165,809     $ 291,745  
 
                 
 
       
Expenses
                       
Management fee
    1,237,907       759,356       451,601  
Organization and offering expenses
    669,139       410,462       244,109  
Operating expenses
    100,371       61,569       36,616  
Selling commission
    2,676,556       1,641,851       976,433  
Incentive fee
                651,950  
Brokerage commissions
    1,953,214       1,669,455       907,482  
Other
    5,254       6,996       45,465  
 
                     
Total expenses
    6,642,441       4,549,689       3,313,656  
 
                 
Net investment loss
    (3,632,072 )     (3,383,880 )     (3,021,911 )
 
                 
 
       
Realized and unrealized gain (loss) on investments
                       
Net realized gain(loss) on futures and forward contracts
    7,720,119       (648,158 )     5,753,291  
Net change in unrealized appreciation on futures and forward contracts
    3,535,145       1,984,418       174,704  
 
                 
Net gain on investments
    11,255,264       1,336,260       5,927,995  
 
                 
Net increase from payments by affiliate
    426,879              
 
                 
Net increase (decrease) in net assets from operations
  $ 8,050,071     $ (2,047,620 )   $ 2,906,084  
 
                 

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QUADRIGA SUPERFUND, L.P.-SERIES A
STATEMENTS OF CHANGES IN NET ASSETS
Years ended December 31, 2006, 2005, and 2004
                         
    2006     2005     2004  
 
                       
Increase (decrease) in net assets from operations:
                       
Net investment loss
  $ (3,632,072 )   $ (3,383,880 )   $ (3,021,911 )
Net realized gain (loss) on futures and forward contracts
    7,720,119       (648,158 )     5,753,291  
Net change in unrealized appreciation on futures and forward contracts
    3,535,145       1,984,418       174,704  
Net increase from payment by affiliate
    426,879              
 
                 
Net increase (decrease) in net assets from operations
    8,050,071       (2,047,620 )     2,906,084  
 
                       
Capital share transactions
                       
Issuance of shares
    17,399,062       35,807,158       15,308,393  
Redemption of shares
    (12,566,020 )     (6,105,759 )     (2,590,997 )
 
                 
 
       
Net increase in net assets from capital share transactions
    4,833,042       29,701,399       12,717,396  
Net increase in net assets
    12,883,113       27,653,779       15,623,480  
Net assets, beginning of year
    59,422,048       31,768,269       16,144,789  
 
                 
Net assets, end of year
  $ 72,305,161     $ 59,422,048     $ 31,768,269  
 
                 
 
                       
Units, beginning of year
    44,734.441       21,660.138       12,256.648  
Issuance of units
    12,569.711       27,740.454       11,395.938  
Redemption of units
    (9,107.138 )     (4,666.151 )     (1,992.448 )
 
                 
Units, end of year
    48,197.014       44,734.441       21,660.138  
 
                 
See accompanying notes to financial statements.

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QUADRIGA SUPERFUND, L.P.-SERIES A
STATEMENTS OF CASH FLOWS
Years ended December 31, 2006, 2005 and 2004
                         
    2006     2005     2004  
 
                       
Cash flows from operating activities
                       
Net increase (decrease) in net assets from operations
  $ 8,050,071     $ (2,047,620 )   $ 2,906,084  
Adjustments to reconcile net increase (decrease) in net assets to net cash provided by (used in) operating activities:
                       
Changes in operating assets and liabilities:
                       
U.S. Government securities*
    (4,480,856 )     (27,712,491 )     (11,889,389 )
Due from brokers
    (7,246,367 )     1,459,157       (3,175,358 )
Unrealized appreciation on open forward contracts
    1,177,313       (932,505 )     (604,216 )
Futures contracts purchased
    1,417,072       (1,816,615 )     289,269 )
Unrealized depreciation on open forward contracts
    (260,312 )     827,285       179,193  
Unrealized depreciation on open swap contracts
    (193,624 )     193,624        
Due to brokers
                (532,552 )
Futures contracts sold
    (5,675,594 )     (256,207 )     (38,950 )
Fees payable
    82,207       170,626       91,671  
 
                 
Net cash used in operating activities
    (7,130,090 )     (30,114,746 )     (12,774,248 )
 
                 
 
                       
Cash flows from financing activities
                       
Subscriptions, net of change in advance subscriptions
    16,809,669       36,198,201       14,686,961  
Redemptions, net of redemption payable
    (10,013,064 )     (6,105,759 )     (2,599,037 )
 
                 
Net cash provided by financing activities
    6,796,605       30,092,442       12,087,924  
 
                 
Net decrease in cash
    (333,485 )     (22,304 )     (686,324 )
Cash, beginning of year
    888,918       911,222       1,597,546  
 
                 
Cash, end of year
  $ 555,433     $ 888,918     $ 911,222  
 
                 
 
                       
Supplemental disclosure of non-cash financing activities
                       
2004 subscriptions received in 2003
                  $ 1,097,282  
 
                 
2005 subscriptions received in 2004
          $ 475,850          
 
                 
2006 subscriptions received in 2005
  $ 866,893                  
 
                 
Redemptions payable
  $ 2,552,956                  
 
                 

*   Includes gross purchases of ($186,849,080) and ($103,552,844), gross sales of $185,042,641 and $76,887,696, and discount amortization of ($2,674,417) and ($1,047,343) in 2006 and 2005, respectively.

See accompanying notes to financial statements.

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QUADRIGA SUPERFUND, L.P. — SERIES B
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2006 and December 31, 2005
                 
    December 31, 2006     December 31, 2005  
 
               
ASSETS
               
 
               
US Government securities, at fair value,
               
amortized cost $28,172,293 and $36,402,834 as of
               
December 31, 2006 and December 31, 2005, respectively
  $ 28,172,293     $ 36,402,834  
Due from brokers
    4,806,227        
Unrealized appreciation on open forward contracts
    1,059,483       2,670,563  
Futures contracts purchased
    470,087       1,969,503  
Futures contracts sold
    4,114,331       296,889  
Cash
    468,093       269,034  
Other receivable
    88,391        
 
           
Total assets
    39,178,905       41,608,823  
 
           
 
               
LIABILITIES
               
 
               
Unrealized depreciation on open forward contracts
    670,242       1,150,034  
Unrealized depreciation on open swap contracts
          11,333  
Advance subscriptions
    259,808       165,780  
Redemptions payable
    1,594,044        
Due to broker
          264,413  
Fees payable
    223,118       233,434  
 
           
Total liabilities
    2,747,212       1,824,994  
 
           
NET ASSETS
  $ 36,431,693     $ 39,783,829  
 
           
Number of Units
    19,995,520       26,145,940  
Net asset value per Unit
  $ 1,821.99     $ 1,521.61  
 
           
See accompanying notes to financial statements.

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QUADRIGA SUPERFUND, L.P. — SERIES B
CONDENSED SCHEDULE OF INVESTMENTS
December 31, 2006
                         
            Percentage of        
    Face Value     Net Assets     Fair Value  
 
                       
Debt Securities United States, at fair value
                       
United States Treasury Bills due March 1, 2007
                       
(amortized cost $28,172,293), securities are held in margin
                       
accounts as collateral for open futures and forwards
  $ 28,400,000       77.3 %   $ 28,172,293  
 
                   
 
                       
Forward contracts, at fair value
                       
Unrealized appreciation on forward contracts
                       
Currencies
            1.8       659,480  
Metals
            1.1       400,003  
 
                   
Total unrealized appreciation on forward contracts
            2.9       1,059,483  
 
                   
 
                       
Unrealized depreciation on forward contracts
                       
Currencies
            (0.8 )     (294,123 )
Metals
            (1.0 )     (376,119 )
 
                   
Total unrealized depreciation on forward contracts
            (1.8 )     (670,242 )
 
                   
Total forward contracts, at fair value
            1.1       389,241  
 
                   
 
                       
Futures contracts, at fair value
                       
Futures contracts purchased
                       
Currency
            0.1       24,736  
Food & Fiber
            (0.2 )     (57,797 )
Indices
            1.7       603,694  
Metals
            (0.3 )     (100,546 )
 
                   
Total futures contracts purchased
            1.3       470,087  
 
                   
 
                       
Futures contracts sold
                       
Currency
            0.3       112,837  
Energy
            6.3       2,302,839  
Financial
            4.7       1,698,655  
 
                   
Total futures contracts sold
            11.3       4,114,331  
 
                   
Total futures contracts, at fair value
            12.6       4,584,418  
 
                   
 
                       
Futures and forward contracts by country composition
                       
European Monetary Union
            4.0       1,452,747  
Japan
            1.7       624,242  
United States
            5.7       2,075,380  
Other
            2.3       821,290  
 
                   
Total futures and forward contracts by country
            13.7 %   $ 4,973,659  
 
                   
See accompanying notes to financial statements.

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QUADRIGA SUPERFUND, L.P. — SERIES B
CONDENSED SCHEDULE OF INVESTMENTS
December 31, 2005
                         
            Percentage of        
    Face Value     Net Assets     Fair Value  
 
                       
Debt Securities United States, at fair value
                       
United States Treasury Bills due June 1, 2006
                       
(amortized cost $36,402,834), securities are held in margin
                       
accounts as collateral for open futures and forwards
  $ 37,050,000       91.5 %   $ 36,402,834  
 
                   
 
                       
Forward contracts, at fair value
                       
Unrealized appreciation on forward contracts
                       
Currencies
            0.8       324,702  
Metals
            5.9       2,345,861  
 
                   
Total unrealized appreciation on forward contracts
            6.7       2,670,563  
 
                   
 
                       
Unrealized depreciation on forward contracts
                       
Currencies
            (2.9 )     (1,150,034 )
 
                   
Total unrealized depreciation on forward contracts
            (2.9 )     (1,150,034 )
 
                   
Total forward contracts, at fair value
            3.8       1,520,529  
 
                   
 
                       
Swap contracts, at fair value
                       
Unrealized depreciation on swap contracts
                       
02/24/06 Wheat Swap **
            (0.0) *     (11,333 )
 
                   
Total swap contracts, at fair value
            (0.0 )     (11,333 )
 
                   
 
       
Futures contracts, at fair value
                       
Futures contracts purchased
                       
Currency
            (0.0) *     (4,049 )
Energy
            0.5       207,908  
Financial
            (0.1 )     (40,816 )
Food & Fiber
            2.8       1,115,630  
Indices
            1.2       456,060  
Livestock
            (0.0) *     10,210  
Metals
            0.6       224,560  
 
                     
Total futures contracts purchased
            5.0       1,969,503  
 
                   
 
                       
Futures contracts sold
                       
Currency
            1.0       410,006  
Energy
            (0.4 )     (162,868 )
Financial
            0.1       49,751  
Total futures contracts sold
            0.7       296,889  
 
                   
Total futures contracts, at fair value
            5.7 %   $ 2,266,392  
 
                   
 
                       
Futures and forward contracts by country composition
                       
Japan
            0.9 %   $ 360,181  
United Kingdom
            0.2       95,363  
United States
            8.1       3,202,581  
Other
            0.3       117,463  
 
                   
Total futures and forward contracts by country
            9.5 %   $ 3,775,588  
 
                   

*   Due to rounding
 
**   Valued daily off the underlying commodity’s future price

See accompanying notes to financial statements.

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QUADRIGA SUPERFUND, L.P. — SERIES B
STATEMENTS OF OPERATIONS
Years Ended December 31, 2006, 2005, and 2004
                         
    2006     2005     2004  
 
                       
Investment income, interest
  $ 1,662,449     $ 1,092,688     $ 376,469  
 
                 
 
                       
Expenses
                       
Management fee
    684,468       727,205       606,117  
Organization and offering expenses
    369,983       393,084       327,631  
Operating expenses
    55,498       58,962       49,145  
Selling commission
    1,479,931       1,572,336       1,310,521  
Incentive fee
                1,158,857  
Brokerage commissions
    1,499,287       2,062,396       1,702,193  
Other
    5,906       6,598       81,955  
 
                     
Total expenses
    4,095,073       4,820,581       5,236,419  
 
                 
 
                       
Net investment loss
    (2,432,624 )     (3,727,893 )     (4,859,950 )
 
                 
 
                       
Realized and unrealized gain (loss) on investments
                       
Net realized gain(loss) on futures and forward Contracts
    7,227,032       (2,166,857 )     10,178,977  
Net change in unrealized appreciation on futures and forward contracts
                       
 
    1,198,071       761,341       259,633  
 
                 
 
                       
Net gain(loss) on investments
    8,425,103       (1,405,516 )     10,438,610  
 
                 
 
                       
Net increase from payments by Affiliate
    584,801              
 
                 
 
                       
Net increase (decrease) in net assets from operations
  $ 6,577,280     $ (5,133,409 )   $ 5,578,660  
 
                 

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QUADRIGA SUPERFUND, L.P. — SERIES B
STATEMENTS OF CHANGES IN NET ASSETS
Years ended December 31, 2005, 2004 and 2003
                         
    2006     2005     2004  
 
                       
Increase (decrease) in net assets from operations
                       
Net investment loss
  $ (2,432,624 )   $ (3,727,893 )   $ (4,859,950 )
Net realized gain (loss) on futures and forward contracts
    7,227,032       (2,166,857 )     10,178,977  
Net change in unrealized appreciation on futures and forward contracts
    1,198,071       761,341       259,633  
Net change in unrealized appreciation on futures and forward contracts
    584,801              
 
                 
Net increase (decrease) in net assets from operations
    6,577,280       (5,133,409 )     5,578,660  
 
                       
Capital share transactions
                       
Issuance of shares
    3,400,981       10,407,653       18,893,934  
Redemption of shares
    (13,330,397 )     (7,964,779 )     (4,135,001 )
 
                 
Net increase(decrease) in net assets from capital share transactions
    (9,929,416 )     2,442,874       14,758,933  
 
                       
Net increase (decrease) in net assets
    (3,352,136 )     (2,690,535 )     20,337,593  
Net assets, beginning of year
    39,783,829       42,474,364       22,136,771  
 
                 
Net assets, end of year
  $ 36,431,693     $ 39,783,829     $ 42,474,364  
 
                 
 
       
Units, beginning of year
    26,145.940       24,547.544       14,945.226  
Issuance of units
    2,103.903       6,884.857       12,425.604  
Redemption of units
    (8,254.323 )     (5,286.461 )     (2,823.286 )
 
                 
 
                       
Units, end of year
    19,995.520       26,145.940       24,547.544  
 
                 
See accompanying notes to financial statements.

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QUADRIGA SUPERFUND, L.P. — SERIES B
STATEMENTS OF CASH FLOWS
Years ended December 31, 2006, 2005 and 2004
                         
    2006     2005     2004  
 
                       
Cash flows from operating activities
                       
Net increase (decrease) in net assets from operations
  $ 6,577,280     $ (5,133,409 )   $ 5,578,660  
Adjustments to reconcile net increase (decrease) in net assets to net cash provided by (used in) operating activities:
                       
Changes in operating assets and liabilities:
                       
US Government securities*
    8,230,541       (3,438,346 )     (15,559,325 )
Due from brokers
    (4,806,227 )     6,206,789       (3,019,412 )
Unrealized appreciation on open forward contracts
    1,611,080       763,098       (1,257,062 )
Futures contracts purchased
    1,499,416       (1,465,625 )     526,404  
Unrealized depreciation on open forward contracts
    (479,792 )     173,327       539,838  
Unrealized depreciation on open swap contracts
    (11,333 )     11,333        
Due to brokers
    (264,413 )     264,413       (1,006,857 )
Futures contracts sold
    (3,817,442 )     (243,474 )     (68,813 )
Other receivable
    (88,391 )            
Fees payable
    (10,316 )     (15,787 )     119,332  
 
                 
Net cash provided by (used in) operating activities
    8,440,403       (2,877,681 )     (14,147,235 )
 
                 
 
                       
Cash flows from financing activities
                       
Subscriptions, net of change in advance subscriptions
    3,495,009       9,284,803       19,262,169  
Redemptions, net of redemption payable
    (11,736,353 )     (7,964,779 )     (4,143,153 )
 
                 
Net cash provided by (used in) financing activities
    (8,241,344 )     1,320,024       15,119,016  
 
                 
Net increase (decrease) in cash
    199,059       (1,557,657 )     971,781  
Cash, beginning of year
    269,034       1,826,691       854,910  
 
                 
Cash, end of year
  $ 468,093       269,034     $ 1,826,691  
 
                 
 
                       
Supplemental disclosure of non-cash financing activities
                       
 
                       
2004 subscriptions received in 2003
                  $ 920,395  
 
                 
 
                       
2005 subscriptions received in 2004
          $ 1,288,630          
 
                 
 
                       
2006 subscriptions received in 2005
  $ 165,780                  
 
                 
 
                       
Redemptions payable
  $ 1,594,044                  
 
                 
* Includes gross purchases of ($93,416,005) and ($79,581,725), gross sales of $103,132,139 and $77,327,217, and discount amortization of ($1,485,593) and ($1,183,838) in 2006 and 2005, respectively
See accompanying notes to financial statements.

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Table of Contents

QUADRIGA SUPERFUND, L.P. — SERIES A AND SERIES B
NOTES TO FINANCIAL STATEMENTS
December 31, 2006
(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 futures markets using a fully-automated computerized trading system. 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 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 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 due to the short-term nature of such instrument; accordingly, the cost of securities plus accreted discount, or minus amortized premium approximates fair value.
 
  (b)   Translation of Foreign Currency
 
      Assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the period end exchange rates. Purchases and sales of investments, and income and expenses, that are denominated in foreign currencies, are translated into U.S. dollar amounts on the transaction date. Adjustments arising from foreign currency transactions are reflected in the statements of operations.
 
      The Fund does not isolate that portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations from changes in market prices of investments held. Such fluctuations are included in net gain (loss) on investments in the statements of operations.
 
  (c)   Investment Transactions and Related Investment Income
 
      Investment transactions are accounted for on a trade-date basis. Interest income 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.
 
  (e)   Use of Estimates
 
      The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires Superfund Capital Management to make estimates and assumptions that affect the amounts disclosed in the financial statements. Actual results could differ from those estimates.
 
  (f)   Recently Issued Accounting Standards
 
      In July 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes- an interpretation of FASB Statement No. 109 (“FIN 48”), which clarifies the accounting for uncertainty in tax positions. FIN 48 requires that the Fund recognize in its financial statements, the impact of a tax position, and if that position is more likely than not of being sustained on audit, based on the technical merits of the position. Adoption of FIN 48 is effective for the Fund on January 1, 2007 and is to be applied to all open tax years as of the effective date. Management does not believe the guidance provided by FIN 48 will have a material effect on the Fund’s financial statements.
 
      In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements, but does not change existing guidance as to whether an instrument is carried at fair value. The provisions of SFAS No. 157 are effective for the Fund on January 1, 2008. The Fund is currently evaluating the impact of adopting SFAS No. 157 on its financial statements. At this time, the impact to the Fund’s financial statements has not been determined.

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      In September 2006, the SEC issued Staff Accounting Bulletin No. 108 (“SAB 108”), “Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in Current Year Financial Statements”, providing guidance on quantifying financial statement misstatement and implementation (e.g. restatement or cumulative effect to assets, liabilities, and retained earnings) when first applying this guidance. SAB 108 is effective for the Fund for the year ended December 31, 2006. The adoption of SAB 108 did not have a material effect on the Fund’s financial statements.
(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 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. Superfund Capital Management 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 Third Amended and Restated Limited Partnership Agreement (the “Limited Partnership Agreement”), net profits and losses of the Fund are allocated to partners according to their respective interests in the Fund as of the beginning of each month.
 
    Advance subscriptions represent cash received prior to December 31, 2006 for contributions of the subsequent month and do not participate in the earnings of the Fund until January 1, 2007.
 
(5)   Related Party Transactions
 
    Superfund Capital Management shall be paid a management fee equal to one-twelfth of 1.85% of month end net assets (1.85% per annum) of net assets, organization and offering expenses equal to one-twelfth of 1% of month end net assets (1% per annum), not to exceed the amount of actual expenses incurred, and monthly operating expenses equal to one-twelfth of 0.15% of month end net assets (0.15% per annum), not to exceed the amount of actual expenses incurred. In accordance with the Prospectus dated September 27, 2006, included within the Registration Statement on Form S-1 (File No. 333-136804 as subsequently supplemented), Superfund Asset Management, Inc., an entity related to Superfund Capital Management 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. However, the maximum cumulative selling commission per Unit is limited to 10% of the initial public offering price of Units sold pursuant to such Prospectus.
 
    Superfund Capital Management 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.
 
    These financial statements, which are presented on an accrual basis, reflect an increase in net assets of $426,879 for Series A and $584,801 for Series B due to a reimbursement to the Fund by Superfund Asset Management, Inc. for brokerage commissions that were charged in excess of $25 per round turn transaction as a result of foreign currency conversion. These reimbursement amounts were recorded by the Fund as a receivable during the second quarter of 2006 and were received by the Fund on August 17, 2006.
 
(6)   Financial Highlights
Financial highlights for the period January 1, 2006 through December 31, 2006 are as follows:
                 
    SERIES A     SERIES B  
 
       
Total return:
               
Total return before incentive fees*
    12.9 %     19.7 %
Incentive fees
    0.0       0.0  
 
           
Total return after incentive fees*
    12.9 %     19.7 %
 
           
Ratio to average partners’ capital
               
Operating expenses before incentive fees
    10.1 %     11.1 %
Incentive fees
    0.0       0.0  
 
           
Total expenses
    10.1 %     11.1 %
 
           
 
       
Net investment income (loss)
    (5.5 )%     (6.6 )%
Net asset value per unit, beginning of period
  $ 1,328.33     $ 1,521,61  
Net investment income
    (75.48 )     (105.32 )
Net gain (loss) on investments
    238.80       377.68  
Net increase from payments by affiliate
    8.55       28.02  
 
           
Net asset value per unit, end of period
  $ 1,500.20     $ 1,821.99  
 
           
 
       
Other per Unit information:
               
Net increase (decrease) in net assets from operations per Unit (based upon weighted average Number of Units during period)
  $ 166.24     $ 288.01  
 
           
Net increase (decrease in net asset from operations per Unit (based upon change in net asset value per Unit)
  $ 171.87     $ 300.38  
 
           
* The total return includes a net increase in net assets from payments by affiliates in the amount of $426,879 for Series A and $584,801 for Series B. If the net increase in net assets from payments by affiliates was not included, the total return would have been 12.3% for Series A and 17.9% for Series B.

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Financial highlights for the period January 1, 2005 through December 31, 2005 are as follows:
                 
    SERIES A     SERIES B  
Total return
               
Total return before incentive fees
    (9.4 )%     (12.1 )%
 
           
Incentive fees
    0.0       0.0  
Total return after incentive fees
    (9.4 )%     (12.1 )%
 
           
 
       
Ratio to average partners’ capital
               
Operating expenses before incentive fees
    11.2 %     12.3 %
Incentive fees
    0.0       0.0  
 
           
Total expenses
    11.2 %     12.3 %
 
           
 
       
Net investment loss
    (8.3 )%     (9.5 )%
Net assets value per unit, beginning of period
  $ 1,466.67     $ 1,730.29  
Net investment income
    (228.62 )     (151.54 )
Net gain (loss) on investments
    90.28       (57.14 )
 
           
Net asset value per unit, end of period
  $ 1,328.33     $ 1,521.61  
 
           
 
       
Other per Unit information:
               
Net increase (decrease) in net assets from operations per Unit (based upon weighted average Number of Units during period)
  $ (65.36 )   $ (193.19 )
 
           
Net increase (decrease) in net asset from operations per Unit (based upon change in net asset value per Unit)
  $ (138.34 )   $ (208.68 )
 
           
 
       
Financial highlights for the period January 1, 2004 through December 31, 2004 are as follows:
               
    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 investments
    329.20       493.87  
 
           
Net asset value per unit, end of period
  $ 1,466.67     $ 1,730.29  
 
           
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.

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(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.
For Series A, gross unrealized gains and losses related to exchange traded futures were $7,213,482 and $557,406, respectively, and gross unrealized gains and losses related to non-exchange traded forwards were $1,556,257 and $557,406, respectively at December 31, 2006.
For Series B, gross unrealized gains and losses related to exchange traded futures were $4,968,980 and $384,562, respectively, and gross unrealized gains and losses related to non-exchange traded forwards were $1,059,483 and $670,242, respectively at December 31, 2006.
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 Superfund Capital Management was unable to offset such positions, the Fund could experience substantial losses.
Credit risk is the possibility that a loss may occur due to the failure of a counter party to perform according to the terms of a contract. Credit risk with respect to exchange-traded instruments is reduced to the extent that an exchange or clearing organization acts as a counter party to the transactions. The Fund’s risk of loss in the event of counter party default is typically limited to the amounts recognized in the statements of assets and liabilities and not represented by the contract or notional amounts of the instruments. The Fund has credit risk and concentration risk because the brokers with respect to the Fund’s assets are ADM Investor Services Inc., FIMAT USA LLC, Bear Stearns Securities Corp., Bear Stearns Forex Inc., Barclays Capital Inc., and Man Financial, Inc.
Superfund Capital Management 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 Superfund Capital Management 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, 2006. 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 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 U.S. 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 not less than ten 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. 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.

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SIGNATURES
     Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 30, 2007
         
  QUADRIGA SUPERFUND, L.P.
              (Registrant)
 
 
  By:   SUPERFUND CAPITAL MANAGEMENT, INC.    
    General Partner   
       
 
     
  By:   /s/ Christian Baha    
    Christian Baha   
    Chief Executive Officer   
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Superfund Capital Management, the general partner of the registrant, and in the capacities and on the dates indicated.
         
    Title with    
Signature   Superfund Capital Management   Date
   
 
   
/s/ Christian Baha
 
Christian Baha
  Chief Executive Officer
(Principal Executive Officer)
  March 30, 2007
         
/s/ Nigel James
 
Nigel James
  Director and President   March 30, 2007
         
/s/ Roman Gregorig
 
Roman Gregorig
  Director, Vice President and Audit Committee Financial Expert
(Principal Financial Officer & Principal Accounting Officer)
  March 30, 2007
(Being the principal executive officer, the principal financial officer and principal accounting officer, and a majority of the board of directors of Superfund Capital Management)
Superfund Capital Management, Inc.
General Partner of Registrant
March 30, 2007
         
     
  By:   /s/ Christian Baha    
    Christian Baha   
    Chief Executive Officer   

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Table of Contents

         
EXHIBIT INDEX
     
Exhibit    
Number   Description of Document
 
   
10.01(h)
  Form of Series Exchange Subscription Agreement
31.1
  Rule 13(a)-14((a)/15(d)-14(a) Certification of Principal Executive Officer
31.2
  Rule 13(a)-14((a)/15(d)-14(a) Certification of Principal Financial Officer
32.1
  Section 1350 Certification of Principal Executive Officer
32.2
  Section 1350 Certification of Principal Financial Officer
     The following exhibits are incorporated by reference herein from the exhibits of the same description and number filed on September 26, 2006 with Amendment No. 2 to the Fund’s Registration Statement on Form S-1 (Reg. No. 3136804).
     
 
   
 1.01(a)
  Form of Amendment to Selling Agreement among each Series, Superfund Capital Management, Inc., and Superfund Asset Management, Inc.
     The following exhibits are incorporated by reference herein from the exhibits of the same description and number filed on September 13, 2006 with Amendment No. 1 to Registrant’s Registration Statement on Form S-1 (Reg. No. 333-136804).
     
 
   
 3.01  
  Form of Third Amended and Restated Limited Partnership Agreement of Quadriga Superfund, L.P.
10.02
  Form of Subscription Agreement and Power of Attorney of Quadriga Superfund, L.P.
     The following exhibits are incorporated by reference herein from the exhibits of the same description and number filed on August 22, 2006 with Registrant’s Registration Statement on Form S-1 (Reg. No. 333-136804).
     
 
   
 1.03    
  Form of Intermediary Selling Agent Agreement between Superfund Asset Management, Inc. and the Intermediary Selling Agent.
 5.01    
  Opinion of Sidley Austin LLP relating to the legality of the Units.
 8.01    
  Opinion of Sidley Austin LLP with respect to Federal Income Tax Aspects.
     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).
     
 
   
10.01(g)
  Form of Administration, Accounting and Investor Services Agreement.
     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).
     
 
   
 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.

45

EX-10.01(H) 2 c13568exv10w01xhy.htm FORM OF SERIES EXCHANGE SUBSCRIPTION AGREEMENT exv10w01xhy
 

Exhibit 10.01(h)
(QUADRIGA SUPERFUND LOGO)
TO BE EFFECTIVE AS OF THE END OF THE MONTH IN WHICH YOU SUBMIT THIS SERIES EXCHANGE SUBSCRIPTION AGREEMENT, THIS SERIES EXCHANGE SUBSCRIPTION AGREEMENT MUST BE PROPERLY COMPLETED AND DELIVERED TO SUPERFUND ASSET MANAGEMENT, INC., OR TO YOUR BROKER-DEALER IN TIME FOR IT TO BE FORWARDED AND RECEIVED BY SUPERFUND ASSET MANAGEMENT, INC., ON BEHALF OF QUADRIGA SUPERFUND, L.P., TEN (10) DAYS BEFORE THE LAST DAY OF THE MONTH, ATTN: SUPERFUND CAPITAL MANAGEMENT, INC., C/O SUPERFUND ASSET MANAGEMENT, INC., 489 FIFTH AVENUE, NEW YORK, NY 10017.
EXCHANGE REQUESTS ARE IRREVOCABLE FIVE DAYS AFTER SUBMISSION TO YOUR BROKER-DEALER.
By execution and delivery of this Series Exchange Subscription Agreement, I hereby redeem the Units of Quadriga Superfund, L.P Series A or Series B, as identified below under “Series Exchange Election,“ and, by application of the proceeds of such redemption to the payment of the purchase price for Units of the other Series, I hereby subscribe for Units in the other Series at a price equal to 100% of the Net Asset Value per Unit of such Series as of the close of business on the date of the applicable monthly closing.
I understand that the minimum exchange amount, and the minimum holding amount in case of partial exchanges, is $5,000 or a number of whole Units the Net Asset Value of which is equal to or greater than $5,000, and that requests for an exchange of less than $5,000, or the Unit equivalent thereof, will not be effected. I further understand that, if I am requesting an exchange for less than the full amount of my investment in one Series, I must retain Units with a Net Asset Value of at least $5,000 in that Series after the exchange is completed.
PLEASE NOTE: If a partial exchange would result in you holding Units with a Net Asset Value of less than $5,000 in the Series from which Units are to be redeemed to effect the requested exchange, the exchange request will be deemed to be a request for an exchange of your full investment amount into the other Series, and by your signature below you hereby consent to such exchange.
BY SIGNING BELOW, YOU ACKNOWLEDGE RECEIPT OF THE QUADRIGA SUPERFUND, L.P. PROSPECTUS DATED  M / M / D / D / Y / Y  A N Y APPLICABLE SUPPLEMENT TO THE PROSPECTUS, THE CURRENT MONTHLY REPORT FOR THE FUND, THE FUND’S SUBSCRIPTION AGREEMENT AND THIS SERIES EXCHANGE SUBSCRIPTION AGREEMENT, THE TERMS OF ALL OF WHICH GOVERN THE INVESTMENT IN THE UNITS FOR WHICH YOU ARE SUBSCRIBING.
SERIES EXCHANGE ELECTION
         
Dollar Amount $
      (not less than $5,000, to be rounded up to nearest whole Unit)
 
       
 
       
OR
       
 
       
Number of Units
      (NAV of at least $5,000)
 
       
to be redeemed from Quadriga Superfund, L.P. o Series A OR o Series B (check one) and exchanged for Units in the other Series.
ACCOUNT INFORMATION
(Please print).
                                                 
Account Name:
                      Telephone       -       -        
                                 
 
                                               
Account Number:
                      Fax       -       -        
                                 
 
                                               
Address
                      E-Mail                        
             
Street, City, State, Zip Code
                                               
 
        ,                                      
 
                                               
NOTICE REGARDING SERIES EXCHANGE: No administrative fees will be charged in connection with this Series Exchange transaction. However, a Series Exchange constitutes the redemption of Units of one Series of Quadriga Superfund, L.P. and a concurrent purchase of Units of the other Series subject to a maximum sales commission of 10% of the initial investment amount in the new Series (paid at a rate of 1/12 of 4% per month). Accordingly, investors making a Series Exchange will incur aggregate sales commission charges of up to 10% of the value of the Units being subscribed for in the new Series pursuant to a Series Exchange regardless of the amount of sales commission charges paid in connection with their investment in the other Series of Quadriga Superfund, L.P.

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(QUADRIGA SUPERFUND LOGO)
AUTHORITY TO REQUEST EXCHANGE
The undersigned hereby authorizes Superfund Capital Management, Inc. to redeem the dollar amount or number of Units of Quadriga Superfund, L.P. in the Series indicated above, at the Net Asset Value thereof, and to apply the net proceeds of that redemption to the purchase of Units in the other Series at the Net Asset Value thereof.
The undersigned hereby represents and warrants that, if an individual, the undersigned is the true, lawful, and beneficial owner of the Units to which this Series Exchange Subscription Agreement relates with full power and authority to request such exchange or, if an entity, has full power and authority to request such exchange from and on behalf of the entity named below. The undersigned represents that the signature(s) below is/are true and correct. The undersigned represents that there has been no change in the undersigned’s financial circumstances and that the Suitability Requirements Form (see Prospectus Exhibit D, Pages D-5 and D-6) initially completed when making the undersigned’s initial investment in Quadriga Superfund, L.P. remains accurate and complete, and the undersigned understands that, by signing below, the undersigned will be deemed to make, with respect to this Series Exchange Subscription Agreement, all the representations and warranties contained in such Suitability Requirements Form, including those relating to the undersigned’s satisfying the applicable financial suitability requirements under “State Suitability Requirements” and citizenship status. The undersigned reaffirms the Power of Attorney (see Prospectus Exhibit D, Page D-3) submitted when making the undersigned’s initial investment, and hereby appoints Superfund Capital Management, Inc., its successors and assigns, as the undersigned’s true and lawful attorney-in-fact, for the purposes and to the extent set forth therein, with respect to the undersigned’s acceptance of the interest in the Series subscribed for hereby. The undersigned acknowledges that this Series Exchange Subscription Agreement is irrevocable 5 days after submission to the undersigned’s broker-dealer. This Series Exchange Subscription Agreement and the power-of-attorney included herein shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions thereof. If applicable, the undersigned continues to consent to delivery of electronic statements.
SIGNATURE(S)
(Please print — except signatures).
             
Name of Investor   Name of Co-Investor (or Custodian or Trustee)
 
           
 
           
     
 
           
 
           
 
  M / M / D / D / Y / Y       M / M / D / D / Y / Y
 
           
Signature
  Date   Signature   Date
Signature(s) must be identical to name(s) in which Units are registered.
BROKER-DEALER MUST SIGN
I hereby certify that I have discussed with the investor identified above all of the pertinent facts relating to the risks, tax consequences, lack of liquidity of the Units, and the management and control of Quadriga Superfund, L.P. by Superfund Capital Management, Inc. in connection with an investment in Quadriga Superfund, L.P., and that the investor will incur sales commission charges with respect to the Units acquired as a result of this Series Exchange without regard to sales commissions previously paid. I have reasonable grounds to believe that, based on the information obtained from this investor concerning his/her investment objectives, other investments, financial situation, and needs and any other information known to me, that the Series Exchange from an investment in Series o A or o B (check applicable box) to an investment in the other Series is suitable for such investor in light of his/her/their investment objectives and suitability characteristics.
SIGNATURE(S)
(Please print — except signatures).
             
Broker-Dealer Firm Name
           
 
           
 
           
 
 
           
Name of Registered Representative
      Name of Principal    
 
           
 
           
     
 
           
 
           
 
  M / M / D / D / Y / Y       M / M / D / D / Y / Y
 
           
Signature
  Date   Signature   Date

2 / 2

EX-31.1 3 c13568exv31w1.htm CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER exv31w1
 

EXHIBIT 31.1
RULE 13(a)-14(a)/15(d)-14(a)
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Christian Baha, Chief Executive Officer of Superfund Capital Management, Inc., the general partner of Quadriga Superfund, L.P. (the “Fund”), do hereby certify that:
1. I have reviewed this report on Form 10-K for the period ending December 31, 2006 (the “Report”) of the Fund;
2. Based on my knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Report;
3. Based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Fund as of, and for, the periods presented in the Report;
4. The Fund’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Fund and we have:
  (i)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Fund, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the Report is being prepared;
 
  (ii)   evaluated the effectiveness of the Fund’s disclosure controls and procedures and presented in the Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by the Report based on such evaluation; and
 
  (iii)   disclosed in the Report any change in the Fund’s internal control over financial reporting that occurred during the Fund’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting; and
5. The Fund’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Fund’s auditors and the audit committee of the Fund’s board of directors (or persons performing the equivalent functions):
  (i)   all significant deficiencies in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Fund’s ability to record, process, summarize and report financial data and have identified for the Fund’s auditors any material weaknesses in internal controls; and
 
  (ii)   any fraud, whether or not material, that involves management or other employees who have a significant role in the Fund’s internal control over financial reporting.
         
     
  By:   /s/ Christian Baha    
    Christian Baha   
    President and Chief Executive Officer 
March 30, 2007
 

 

EX-31.2 4 c13568exv31w2.htm CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER exv31w2
 

         
EXHIBIT 31.2
RULE 13(a)-14(a)/15(d)-14(a)
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Roman Gregorig, Vice President and Principal Financial Officer of Superfund Capital Management, Inc., the general partner of Quadriga Superfund, L.P. (the “Fund”), do hereby certify that:
1. I have reviewed this Report on Form 10-K for the period ending December 31, 2006 (the “Report”) of the Fund;
2. Based on my knowledge, the Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the Report;
3. Based on my knowledge, the financial statements, and other financial information included in the Report, fairly present in all material respects the financial condition, results of operations and cash flows of the Fund as of, and for, the periods presented in the Report;
4. The Fund’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Fund and we have:
  (i)   designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Fund, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the Report is being prepared;
 
  (ii)   evaluated the effectiveness of the Fund’s disclosure controls and procedures and presented in the Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by the Report based on such evaluation; and
 
  (iii)   disclosed in the Report any change in the Fund’s internal control over financial reporting that occurred during the Fund’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Fund’s internal control over financial reporting; and
5. The Fund’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Fund’s auditors and the audit committee of the Fund’s board of directors (or persons performing the equivalent functions):
  (i)   all significant deficiencies in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Fund’s ability to record, process, summarize and report financial data and have identified for the Fund’s auditors any material weaknesses in internal controls; and
 
  (ii)   any fraud, whether or not material, that involves management or other employees who have a significant role in the Fund’s internal control over financial reporting.
         
     
  By:   /s/ Roman Gregorig    
    Roman Gregorig   
    Vice President and Principal Financial Officer 
March 30, 2007
 

 

EX-32.1 5 c13568exv32w1.htm SECTION 1350 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER exv32w1
 

         
EXHIBIT 32.1
SECTION 1350 CERTIFICATION
OF PRINCIPAL EXECUTIVE OFFICER
In connection with the report on Form 10-K of Quadriga Superfund, L.P. (the “Fund”) for the period ending December 31, 2006 (the “Report”), I, Christian Baha, Chief Executive Officer of Superfund Capital Management, Inc., the general partner of the Fund, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
  (1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
  (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund.
         
     
  By:   /s/ Christian Baha    
    Christian Baha   
    Chief Executive Officer 
March 30, 2007
 

 

EX-32.2 6 c13568exv32w2.htm SECTION 1350 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER exv32w2
 

         
EXHIBIT 32.2
SECTION 1350 CERTIFICATION
OF PRINCIPAL FINANCIAL OFFICER
In connection with the report on Form 10-K of Quadriga Superfund, L.P. (the “Fund”) for the period ending December 31, 2006 (the “Report”), I, Roman Gregorig, Vice President and Principal Financial Officer of Superfund Capital Management, Inc., the general partner of the Fund, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
  (1)   The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
  (2)   The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Fund.
         
     
  By:   /s/ Roman Gregorig    
    Roman Gregorig   
    Vice President and Principal Financial Officer 
March 30, 2007
 
 

 

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