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 (each, a “Series”). 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 futures and cash foreign currency markets using a fully-automated, proprietary, 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 (“SEC”) 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 $244,654,959 for Series A and $206,851,023 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.
In the initial and continuing offering periods through December 31, 2008, a total of $93,548,385 has been invested in Series A and a total of $97,355,664 has been invested in Series B. A total of $79,808,176 has been redeemed from Series A and a total of $60,684,750 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 the Fund’s unitholders (“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 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 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 Unitholders, and compensation arrangements is contained in the Fund’s Prospectus dated May 19, 2008, 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 futures and forward market contracts. Trading decisions are made using a fully-automated, proprietary, 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.
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.
Item 1A. Risk Factors.
Not applicable.
Item 2.
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.
Item 3. Legal Proceedings.
None.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5.
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, 2008, there were 865 holders of Series A Units and 1,507 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 2006, 2007 or 2008. A description of the use of proceeds from the sale of registered securities is contained in the Fund’s current Prospectus, dated May 19, 2008, included within the Registration Statement on Form S-1 (File No. 333-136804), under “Use of Proceeds” and such description is incorporated herein by reference from the Prospectus.
(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.
The following tables summarize the redemptions by Unitholders during the fourth calendar quarter of 2008:
Series A:
Series B:
Item 6.
Item 6. Selected Financial Data.
Not applicable.
Item 7.
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, 2008, subscriptions totaling $6,800,873 in Series A and $38,379,823 in Series B had been accepted and redemptions over the same period totaled $42,846,561 in Series A and $20,964,190 in Series B.
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 and forward trading operations, the Fund’s assets are expected to be highly liquid.
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.
Results of Operations
Series A:
Net results for the year ended December 31, 2008 were a gain of 30.00% in net asset value compared to the preceding year. In this period, Series A experienced a net increase in net assets from operations of $13,083,514. This net increase consisted of interest income of $917,244, trading gains of $17,665,180, and total expenses of $5,498,910. Expenses included $813,892 in management fees, $439,942 in ongoing offering expenses, $65,991 in operating expenses, $1,759,767 in selling commissions, $1,786,681 in incentive fees, $615,631 in brokerage commissions, and $17,006 in other expenses. At December 31, 2008, and December 31, 2007, the net asset value per Unit of Series A was $1,932.30 and $1,486.44, respectively.
Series B:
Net results for the year ended December 31, 2008 were a gain of 46.56% in net asset value compared to the preceding year. In this period, Series B experienced a net gain in net assets from operations of $17,346,271. This net increase consisted of interest income of $792,092, trading gains of $24,927,058, and total expenses of $8,372,879. Expenses included $936,891 in management fees, $506,427 in ongoing offering expenses, $75,964 in operating expenses, $2,025,709 in selling commissions, $3,831,165 in incentive fees, $971,657 in brokerage commissions, and $25,066 in other expenses. At December 31, 2008, and December 31, 2007, the net asset value per Unit of Series B was $2,600.96 and $1,774.69, respectively.
Fund results for 4th Quarter 2008:
In December, the world bond market rally continued as U.S. 30-year bond futures and the German Bund traded to record highs. U.S. bonds finished the year exceptionally strong as unemployment reached 6.7%, the highest rate since 1993. European bond futures climbed to record highs as euro zone GDP dropped to 0.6% (year-on-year). Japanese 10-year bond futures finished the year higher as the Tankan Survey showed business sentiment at a 10-year low, forcing the Bank of Japan to lower interest rates to 0.1% as yen appreciation decimated exports. The Fund’s long bond positions produced gains in December. World energy markets endured extreme volatility in 2008. After crude oil futures peaked in July with an intra-day high of $147.27 per barrel, energy markets moved sharply lower for the balance of the year as the credit crisis and high prices quashed demand and sent the world into recession. Crude oil finished down 54.2% on the year as growing inventories and wholesale commodity deleveraging sent buyers to the exits. Heating oil, gasoline, and natural gas followed a similar path. Heating oil peaked with a gain of over 57%, only to finish down 46.3%. Gasoline and natural gas futures also finished the year with losses of 59.5% and 25%, respectively. Short positions in the energy sector produced gains in December.
In November, the credit crunch continued to stifle the world banking system and choke off corporate funding, leading to additional layoffs. In Asia, the Taiwan Index lost nearly 9.5% as exports and industrial production collapsed. Australia’s SPI Index fell 7.5% as commodity prices remained depressed. Germany’s DAX led European equities lower, declining 7.8%, as GDP and industrial production sank. The Fund’s short positions in stock indices futures produced gains. World bond markets rose sharply as fears of a protracted global economic recession led to a parallel concern that deflation was establishing itself. The rally continued as U.S. retail sales sustained the largest drop since records began in 1992, declining 2.8%. Front month U.S. 30-year bond futures responded by trading to near a 10 year high as the CPI decreased the greatest amount on record, conveying a steep drop off in inflation. European bonds continued their upward trend with December bond futures reaching a 33 month high. The Fund’s long bond positions resulted in significant gains. Global short-term interest rate futures continued their strong upward trend in November as the economic crisis intensified. Three month Eurodollar futures rallied to over 4-year highs after Treasury Secretary Paulson announced the U.S. would abandon buying soured assets from banks in favor of easing consumer credit. In Europe, three month Euribor futures continued higher as the European Community Bank cut rates by 50 basis points, while stating the possibility of further rate reductions in the near future. Front month three month Euroswiss futures traded to over 3-year highs as the Swiss National Bank stunned the market with a 100 bps rate cut, their third cut in 6 weeks. The Fund’s long currency positions produced gains in November.
In October, global equity markets crashed as panic spread amid the realization that the credit crisis would continue to constrain economic growth for the foreseeable future. Equity markets around the world fell between 20% and 35% as volatility surged to all-time highs. Central banks in Asia, Europe, South America, and the United States responded with interest rate cuts and massive liquidity injections. The Fund’s short positions in stock indices futures resulted in relatively large gains. Global short term interest rate futures experienced a momentous rally in October as recession fears deepened and short term interbank financing froze. The U.S. Federal Reserve cut rates 100 basis points during the month. Central banks throughout Europe and Asia followed suit with aggressive cuts of their own. Front month Euribor and Sterling futures traded to 22 month and 3 year highs, respectively. By month end, the aggressive efforts of central bankers appeared to pay off as LIBOR-OIS
narrowed 15 consecutive days to finish at 242 basis points over. The Fund’s long interest rate positions produced gains. Currencies plummeted worldwide in October amid fears of a global depression. The attractiveness of the U.S. dollar as a safe haven during periods of uncertainty helped push the U.S. dollar index to a 2 year high, rising 8.7%. The British pound fell to a 6 year low of below $1.53 when the United Kingdom’s gross domestic product dropped 0.5% in the 3rd quarter, the first contraction since 1992. Australian and Canadian dollar futures plummeted, declining 15.5% and 11.6%, respectively, along with the Brazil real, which declined 13.3%, as commodity driven economies were expected to suffer from declining demand. The Fund gained from its long positions in the U.S. dollar.
For the fourth quarter of 2008, the most profitable market group overall was the stock indices sector, while the greatest losses were attributable to positions in the grains sector.
Fund results for 3rd Quarter 2008:
In September, worldwide stock indices finished the month with significant losses. Major European indices finished 6-19% lower, while the Dow Jones and Nasdaq finished 6.3% and 15.6% lower, respectively. The Fund’s short positions in stock indices produced gains for the month. Energy markets continued to drop from record highs three months prior, finishing the month with steep losses. Despite a short lived rally, crude oil prices finished 13.2% lower on the month, while natural gas and gasoline futures lost 11% and 12.6%, respectively. The Fund’s long energy positions resulted in losses for the month.
In August, U.S. dollar index futures surged 5.5% as the EUR/USD declined 8.5%. Recessionary fears in the United Kingdom led to the GBP/USD’s largest decline in two years, while the Australian dollar declined 8.4%. The Fund’s short positions in the U.S. dollar resulted in a relatively large loss for the month. U.S. dollar gains combined with contracting global demand and record OPEC production contributed to a 7.1% decline in crude oil. Natural gas also declined, finishing 13.8% lower. The Fund’s long positions in the energy sector resulted in losses for the month. Gold dropped to its lowest levels since December, finishing the month 9.4% lower. Silver and platinum also experienced declines, falling 23.7% and 14.8%, respectively. Nickel had a surprise gain of 10.2% as key producers announced plans to cut output. The Fund’s long positions in the metals sector resulted in a relatively large loss. World bond markets traded higher as global economic growth concerns widened. U.S. 30-year bond futures traded to a four month high, while European bond futures rallied as euro zone annual inflation eased to 3.8% and German GDP contracted by 0.8%. The Fund’s long positions in the bonds sector resulted in an overall gain.
In July, write-offs continued to plague financials as equities endured heavy selling. The U.S. government responded by enacting emergency measures to stabilize the financial system. In the United Kingdom, the FTSE Index finished with a 4.5% loss. The Fund’s short position in stock indices resulted in an overall gain. Agricultural futures gave back nearly all of June’s gains as soybean futures fell 10.8%, corn plummeted 19.7%, and wheat futures fell 8.2% on the month. The Fund’s long positions in the agricultural market resulted in a substantial loss. Energy prices fell sharply in July due to a reduction in geopolitical hostilities and further evidence of overall reductions in global demand. Both crude oil and gas futures experienced greater than 10% declines. Natural gas plummeted over 30% due to inventory gains. The Fund’s long positions in the energy sector resulted in significant losses. Gold ultimately finished 1.5% lower after an initial rally in the first half of July. Platinum also fell over 15%, a result of significant declines in U.S. auto sales. The Fund’s long positions in the metals sector produced an overall loss.
For the third quarter of 2008, the most profitable market group overall was stock indices while the largest losses resulted from positions in the energy sector.
Fund results for 2nd Quarter 2008:
In June, equity markets declined around the globe due to slowing growth and rising unemployment and commodity prices. Short positions in equity markets produced significant gains. Severe flooding in the U.S. caused significant delays in the grain planting process, sending prices soaring. Long positions in the agricultural sector resulted in an overall gain. World energy markets remained elevated as geopolitical concerns kept oil supply uncertainty high. Crude oil finished with a 9.8% gain. Long positions in the energy sector resulted in overall gains. Other market sectors, relative to the sectors mentioned above, did not reveal significant trends and did not have any major influence on June’s positive performance.
In May, some foreign currencies approached all time highs. Long positions in foreign currencies resulted in an overall gain for this sector. World energy markets continued their historic advances in May as crude oil finished 12.9% higher. Heating oil, gasoline, and natural gas all rose sharply as declining margins continued to result in insufficient distillate fuel production. Long positions in this sector resulted in a substantial gain. Other market sectors, relative to the sectors mentioned above, did not reveal significant trends and did not have any major influence on May’s overall positive performance.
In April, world bond markets moved lower as growing inflation readings added to late March’s weakness. U.S. bonds rallied early in the month before values moved lower as consumer prices rose due to higher fuel and food costs. Long positions in this market sector resulted in a loss. World energy markets traded higher in April as oil futures moved 12.3%, reaching all time highs. The ongoing weakness of the U.S. dollar provided early support, while strong demand from developing nations, bullish domestic inventory reports, and continued geopolitical concerns
provided support throughout the month. Long positions led to an overall gain in the energy sector. Other market sectors, relative to the bond and energy sector, did not reveal significant trends and did not have a major influence on April’s slightly negative performance.
For the second quarter of 2008, the most profitable market sector for the Fund on an overall basis was the energy sector, while the greatest losses resulted from the Fund’s positions in the bonds sector.
Fund results for 1st Quarter 2008:
In March, long positions in world bond markets resulted in a gain. Long positions in the currencies markets resulted in a relatively large gain. The U.S. dollar’s historic decline accelerated against most world currencies in March. Long positions in the currencies markets resulted in a relatively large gain. Long positions in the agricultural markets led to an overall loss for the agricultural sector. Crude oil rose to record highs with long positions producing gains in the energy sector. Although gold touched record highs well above $1000 per ounce, the precious metals markets reversed. Long positions in the metals sector resulted in a relatively large loss. Other market sectors, relative to the sectors mentioned above, did not reveal significant trends and did not have a significant influence on March’s overall positive performance.
In February, wheat and corn futures posted record highs, with soybean futures also surging. Long positions in this sector produced considerable gains. Crude oil futures moved to record highs over $100 in February, extending a long-standing bull run. A relatively large gain resulted from energy sector long positions. Gold and platinum futures rose to record highs in February and silver reached a 28-year high resulting in significant gains from long positions in the metals sector. A mix of long and short positions produced overall gains in agricultural markets. Other market sectors did not reveal significant trends and did not have a major influence on February’s positive overall performance.
Crude oil futures opened January near all-time highs, but the market moved lower as the month progressed. Long positions in the energy markets resulted in relatively large losses for the sector. Gold and platinum futures traded at all-time highs, silver traded at its highest level since January 1981, and copper rose, resulting in gains in the metals sector. Other market sectors, relative to the energy and metals sectors, did not reveal significant trends and did not have a major influence on January’s overall negative performance.
Series A:
Net results for the year ended December 31, 2007 were a loss of 0.92% in net asset value per Unit compared to the preceding year. In 2007, Series A experienced a net decrease in net assets from operations of $1,287,807. This net decrease in net assets consisted of interest income of $2,882,259, a net realized and unrealized gain of $1,544,192 from trading operations, and expenses of $5,714,258. Expenses included $1,165,114 in management fees, $395,190 in ongoing offering expenses, $94,469 in operating expenses, $2,519,166 in selling commissions, $1,535,369 in brokerage commissions, and $4,950 in other expenses. At December 31, 2007 and December 31, 2006, the net asset value per Unit of Series A was $1,486.44 and $1,500.20, respectively.
Series B:
Net results for the year ended December 31, 2007 were a loss of 2.60% in net asset value per Unit compared to the preceding year. In 2007, Series B experienced a net decrease in net assets from operations of $1,559,643. This net decrease in net assets consisted of interest income of $1,299,435, a net realized and unrealized gain of $102,974 from trading operations, and expenses of $2,962,052. Expenses included $535,198 in management fees, $182,051 in ongoing offering expenses, $43,394 in operating expenses, $1,157,184 in selling commissions, $1,042,451 in brokerage commissions, and $1,774 in other expenses. At December 31, 2007 and December 31, 2006, the net asset value per Unit of Series B was $1,774.69 and $1,821.99, respectively.
Fund results for 4th Quarter 2007:
U.S. stocks finished December near unchanged, completing a volatile trading year as strong earnings and employment were offset by subprime fears, housing market weakness, and higher energy costs. Major European indices finished lower in December as consumer prices jumped 3.1%, limiting expectations for future rate cuts. Spain’s IBEX fell 4.5% in December amid declining merger prospects, while South Africa’s All Shares fell 4.2% as mining equities corrected. The Fund’s long positions produced overall losses in the stock indices sector. Wheat finished the month near unchanged after moving to record highs above $10 at mid month as food inflation surged amid poor crop prospects in Argentina and severe Chinese restrictions on corn, wheat, and soybean exports. Soybeans gained 11% in December, approaching all time highs near $13. Beans found support on declining planted acreage due to historic rallies in corn and wheat, solid bio fuel demand, the weak U.S. dollar, and the year-end South American weather premium. Long positions resulted in gains in this sector. Crude oil futures continued their historic run-up, adding 8.2% on the month to finish with a 57.2% gain for the year. The market found persistent underlying support from the ongoing war in Iraq, the Iranian nuclear standoff, instability in Nigeria, and a very strong demand component. News that Iran may have abandoned its nuclear weapons program did little to avert the advance. Heating oil added 4.8% in December to finish 63.3% higher on the year, while gasoline posted a 9.8% monthly gain and 55.2% annual gain. Natural gas continued to lag the complex, finishing down 2.9% for the month and up 19.3% on the year. Long positions outpaced short positions, producing overall gains in the energy sector. Gold futures added 7% in December to finish the year 31.1% higher as inflation fears mounted. Projections for declining economic growth amid weak U.S. home sales and deteriorating consumer confidence limited the Federal Reserve’s options in the fight against inflation, thereby supporting gold investment as the U.S. dollar
fell. Silver moved 6.9% higher to finish the year with a 15.8% gain while Platinum advanced 5.3% to finish the year up more than 33%. Long positions in the metals sector resulted in gains for the month. Other market sectors did not reveal significant trends and did not have a major influence on this month’s positive performance.
Evidence of a slowing global economy led stocks lower in November, reversing the uptrend from the early fall season. Long positions in the stock indices sector produced relatively large losses during November. The U.S. dollar continued to trend lower in November as the euro rose to new all time highs just below the $1.50 level. The U.S. dollar gained ground against Latin American currencies as prospects for weakness in the U.S. economy raised worries of softening export demand in the region. The Brazilian real lost 3.6% as the government bought U.S. dollars in an attempt to limit the strength of their currency amid a sharp decline in the country’s trade surplus. The Chilean peso, Colombian peso and the Mexican peso lost 2.5%, 3.5%, and 2.4%, respectively. In Asia, the Australian dollar lost 5.6% as metal prices declined, while the Korean won fell 2.2% amid fears of declining exports. Long currency positions in the emerging markets and the Australian dollar resulted in losses in this sector. Crude oil and heating oil futures finished slightly lower in volatile action following moves to all time highs earlier in the month. Rallies were paced by ongoing weakness in the U.S. dollar and overall fears that oil production may soon peak. Meanwhile, crude and heating oil stocks continued to tighten ahead of prime northern hemisphere heating season even as OPEC continued to increase output. Intra-month declines resulted from Iraqi pledges to increase pressure on Kurdish rebels, rising OPEC exports, and fears of a global economic slowdown. Natural gas continued to trend lower, finishing with losses of 15.6%. The Fund’s short positions overcame losses from long positions, resulting in an overall gain in the energy sector. Other market sectors did not reveal significant trends and did not have a major influence on the Fund’s overall negative performance for the month.
World bond markets remained volatile in October, finishing with notable gains as rising economic uncertainty overcame positive early month data. The Fund’s short positions in this sector collectively produced losses. The U.S. dollar continued its strong downward trend in October. Worldwide commodity prices continued to derive support from the U.S. dollar’s weakness, thereby driving strong economic results and higher yields in commodity dependant economies. The Fund’s short positions in the U.S. dollar resulted in relatively large gains. Crude oil futures moved sharply higher throughout October as the market continued an advance that began in January. Extreme U.S. dollar weakness, tight crude oil supplies heading into the winter heating season, an increase in refinery utilization, and the overall resilience of the world economy also supported values. Unleaded gas (+10.3%) and heating oil (+9.0%) followed crude oil higher while natural gas finished only 3.2% higher as mild weather contributed to solid inventories. Gains from the Fund’s long positions overwhelmed losses from short positions, resulting in an overall gain in the energy sector. Precious metals posted impressive gains, led by gold, which rallied 5% to 27-year highs near the $800 level. Gold found persistent support from weakness in the U.S. dollar, which moved to new record lows against the euro as investors sought portfolio diversity. Silver advanced 2.9% to its highest level since April in sympathy. Platinum reached a new record high driven by supply shortages stemming from South African mine closures. These events led the Fund’s long metal positions to an overall gain. Other market sectors did not reveal significant trends and did not have a major influence on October’s overall positive performance.
For the fourth quarter of 2007, the most profitable market group overall was the metals sector, while the greatest losses were attributable to positions in the stock indices sector.
Fund results for 3rd Quarter 2007:
Worldwide stock indices finished the month of September with solid gains, with Hong Kong’s Hang Seng advancing 13.5% and the Dow Jones, Nasdaq, and S&P 500 finishing with gains of 3.8%, 4.5%, and 3.3%, respectively. The Fund’s long positions in this sector produced gains for the month. The Fund’s short U.S. dollar positions experienced relatively large gains as the U.S. dollar moved sharply lower against all major currencies in September. The Fund’s long positions in agricultural markets produced gains as corn, soybean and wheat futures rallied. In September the energy markets, including crude oil, heating oil and gasoline, rallied resulting in a loss for the Fund’s short positions in these markets. Gold reestablished its long-term upward trend in September, rallying 9.9% to the $750 level resulting in gains for the Fund’s long positions in the metals sector.
In August, world equity markets finished mixed to lower, resulting in a loss for the Fund’s long positions in this market sector. The Fund’s short positions in the interest rate sector also incurred losses in August. As the U.S. dollar moved sharply higher during the first half of August, the euro and British pound finished nominally lower and the Australian dollar and New Zealand dollar lost 3.9% and 7.9% respectively, a mixture of long and short positions in currencies led to an overall loss. In August, gold, silver, Comex Copper, zinc and nickel lost 4.1%, 12%, 6.5%, 11.9% and 5.5%, respectively. The Fund’s long positions in the metals sector resulted in a loss.
In July, a relatively large loss was incurred from the Fund’s long positions in world equity markets as global equities rallied in early July before selling off late in the month. World bond markets moved significantly higher in July as ongoing fallout from U.S. housing market weakness spurred a global flight to safety. The Fund experienced losses from its short positions in this sector. Despite healthy economic reports early in the month, short term rates moved higher on concerns that tightening credit would limit mergers and acquisition flow, lower fixed income revenue at banks, slow overall expansion, and thus limit corporate profits throughout the economy. Relatively large losses were sustained from the Fund’s short positions in this market sector. Crude oil and natural gas futures continued to diverge in July, extending a phenomenon that dates back to February. Natural gas continued to trend lower, while gasoline futures fell. Gains resulted from the Fund’s short positions in this sector. Precious metals finished July slightly higher with gold limited to a small gain on the month. The Fund’s combination of long and short positions in the metals sector produced an overall loss.
For the third quarter of 2007, the most profitable market group overall was currencies while the largest losses resulted from positions in interest rates.
Fund results for 2nd Quarter 2007:
In June, many Asian equity markets surged to new highs, while Japanese stocks finished modestly higher. Stocks in Europe finished mixed to lower as concerns over rising interest rates and currencies limited investor demand for equities. Long positions led to a relatively large loss in stock indices. World bond markets moved sharply lower in early month action as sentiment rose that central banks would continue to be aggressive in fighting inflation. A relatively large gain resulted from short positions in this sector. Three month Eurodollar futures continued their downward trend in early June as strong economic data pushed rates to their lowest level in nearly a year. Indices sold off as investors moved to treasuries in a flight to quality. In England, three month Sterling futures continued moving lower as falling unemployment and strong consumer confidence continued to spur economic growth. This led the Fund’s short positions in this sector to an overall gain. The New Zealand dollar moved to 22 year highs and the Australian dollar rose to 18 year highs. The Yen continued to decline against the euro and U.S. dollar. A mixture of long positions in New Zealand dollar and Australian dollar and short positions in markets such as the Yen resulted in a gain in this market sector. Energy markets were mixed in June as crude oil futures finished 8.3% higher at just over $70 per barrel, while natural gas futures finished sharply lower. Short positions, mainly from natural gas, resulted in an overall gain for this sector. Gold futures moved 2.3% lower in June while silver futures declined 8.3%. Declining prices led long positions to a loss for this sector. Other market sectors, relative to the sectors mentioned above, did not reveal significant trends and did not have any major influence on June’s positive performance.
Global equities continued their advance in May with solid gains across all regions. Relatively large gains resulted from long positions in stock indices. World bond markets moved lower again in May as strong economic data foreshadowed the need for more interest rate hikes. Short positions resulted in a gain for this market sector. Short term interest rate futures continued to trend lower in May on the strength of world economic data. Relatively large gains resulted from short positions in this market sector. Precious metals finished lower in May as world equity markets continued to attract investment dollars away from gold and silver. This led our long positions to an overall loss for this sector. London coffee futures rose to their highest level of the year and New York coffee bounced off early month lows in a counter trend reaction to post a gain. Meanwhile, London sugar gained on signs that exports from Brazil may decline. Short positions resulted in a loss for this market sector. Other market sectors, relative to the sectors mentioned above, did not reveal significant trends and did not have any major influence on this May’s overall positive performance.
World stock indices rallied steadily throughout April as the global equities uptrend reasserted itself. Long positions in this market sector produced gains for the Fund. The U.S. dollar sustained heavy losses against most currencies in April as prospects for interest rate hikes throughout the world increased relative to U.S. monetary policy. Relatively large gains resulted from positions in this market sector. Other market sectors, relative to the currency sector, did not reveal significant trends and did not have a major influence on this month’s overall positive performance.
For the second quarter of 2007, the most profitable market sector for the Fund on an overall basis was the currencies sector, while the greatest losses resulted from the Fund’s positions in the metals sector.
Fund results for 1st Quarter 2007:
In March, the Fund’s long positions in the euro, New Zealand dollar and Brazilian real experienced major gains which exceeded the losses from short positions in other currency markets, resulting in an overall gain. Corn futures closed 14% lower in March as the high prices of the last six months appear to have offered sufficient incentive for increased plantings. Soybeans finished 3.3% lower in sympathy with these losses in the corn market. Wheat futures continued to trend lower, finishing with a 10.2% loss on timely spring rains in the plains. The Fund experienced losses from its long positions in this sector. Worldwide energy markets continued to trend higher in March, extending the rally that began in January. Short positions in this market sector resulted in a relatively large loss. Other market sectors, relative to the sectors mentioned above, did not reveal significant trends and did not have any major influence on this March’s overall negative performance.
In February, world stock market indices trended downward, triggered by a large correction in Chinese stocks and weakness in the U.S. sub-prime mortgage market. Long positions in this market sector resulted in a loss. At the end of February, bond futures markets rallied significantly, reaching two month highs in a flight to quality as global equity markets endured a substantial sell off. Short positions resulted in a loss for this sector. Euribor futures, Eurodollar futures and Sterling futures each rallied in February, resulting in a relatively large loss in this market sector’s short positions. Energy markets moved higher in February amid ongoing geopolitical developments in the Middle East, cold temperatures, and refinery disruptions in the U.S. Short positions resulted in a loss for this sector. Precious and base metals trended upward in February resulting in gains for the Fund’s long positions in this market sector. Other market sectors, relative to the sectors mentioned above, did not reveal significant trends and did not have any major influence on February’s negative performance.
World stock indices moved steadily higher in January on the strength of various economic indicators, resulting in gains for the Fund’s long positions in this market sector. In January, American and European bond futures trended lower for the second consecutive month as employment and inflation figures pointed toward ongoing central bank vigilance. The Fund’s short positions in this sector produced positive
results. Three month Eurodollar futures and three month Euribor futures continued their downward trends, resulting in a relatively large gain from short positions in this sector. World energy markets continued to trend lower early in January, but this trend reversed dramatically as natural gas finished sharply higher (+15.9%), crude oil rallied from a 17% deficit to finish 6.9% lower, and heating oil rallied to finish unchanged after trading over 12% lower early in the month. Short positions resulted in relatively large losses for this market sector and contributed significantly to the Fund’s overall loss for January. Other market sectors, relative to the sectors mentioned above, did not reveal significant trends and did not have a major influence on this January’s overall negative performance.
For the first quarter of 2007, the most profitable market sector for the Fund on an overall basis was agriculture, while the highest losses resulted from the Fund’s positions in currencies.
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 ongoing 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 ongoing 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.
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 metals sector. 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 Arabian 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.
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.
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, 2008, and December 31, 2007.
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
FASB Interpretation 161
In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities. The provisions are effective for fiscal years beginning after November 15, 2008. SFAS 161 is intended to improve financial reporting for derivative instruments by requiring enhanced disclosure that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity’s results of operations and financial position. Management is currently evaluating the implications of SFAS 161. The impact on the Fund’s financial statement disclosures, if any, is currently being assessed.
The effective dates for reporting under SFAS 161 were clarified in FSP FAS 133-1, issued on September 12, 2008. The FASB Staff Position clarified that the FASB’s intent as to the reporting requirements imposed under SFAS 161 was for entities to begin providing the additional disclosures for the first reporting period beginning after November 15, 2008. The Fund will make the required SFAS 161 disclosures in its Form 10-Q for the quarterly period ending March 31, 2009.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 8.
Item 8. Financial Statements and Supplementary Data.
Financial statements appear beginning on page 21 of this report.
Item 9.
Item 9. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure.
None.
Item 9A.
Item 9A. Disclosure Controls And Procedures and Internal Control over Financial Reporting.
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.
Changes in Internal Control over Financial Reporting
Section 404 of the Sarbanes-Oxley Act of 2002 requires Superfund Capital Management to evaluate annually the effectiveness of its internal controls over financial reporting as of the end of each fiscal year, and to include a management report assessing the effectiveness of its internal control over financial reporting in all annual reports. There were no changes in Superfund Capital Management’s internal control over financial reporting during the quarter ended December 31, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Management’s Annual Report on Internal Control over Financial Reporting
Superfund Capital Management is responsible for establishing and maintaining adequate internal control over the Fund’s financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by a company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Superfund Capital Management’s internal control over financial reporting includes those policies and procedures that:
•
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Fund’s assets;
•
provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Fund’s financial statements in accordance with generally accepted accounting principles, and that the Fund’s receipts and expenditures are being made only in accordance with authorizations of Superfund Capital Management’s management and directors; and
•
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Fund’s assets that could have a material effect on the Fund’s financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The management of Superfund Capital Management assessed the effectiveness of its internal control over financial reporting with respect to the Fund as of December 31, 2008. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on its assessment, management has concluded that, as of December 31, 2008, Superfund Capital Management’s internal control over financial reporting with respect to the Fund is effective based on those criteria.
This annual report does not include an attestation report of the Fund’s registered public accounting regarding control over financial reporting. Management’s report was not subject to attestation by the Fund’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.
Item 9B.
Item 9B. Other Information.
There was no information required to be disclosed in a report on Form 8-K during the fourth quarter of 2008 that was not reported on Form 8-K.
PART III
Item 10.
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 Otway 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:
NIGEL JAMES, age 28, was appointed as President of Superfund Capital Management on July 13, 2006, and was registered as a principal and associated person with Superfund Capital Management on November 28, 2007, and May 3, 2007, respectively. Mr. James has been an employee of various members of the Superfund group of affiliated 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 Inc., an affiliate of Superfund Capital Management and, in May 2005, was promoted to the role of Intellectual Technology Project Manager for Superfund Trading Management Inc.
ROMAN GREGORIG, age 45, is Vice President and Principal Financial Officer of Superfund Capital Management. Mr. Gregorig has been a Director of Superfund Capital Management as well as its Audit Committee Financial Expert and Principal Accounting Officer since March 3, 2006 and was registered as a principal of Superfund Capital Management on June 20, 2007. Mr. Gregorig graduated from the Academy of Commerce in Vienna, Austria, in March 1986. Mr. Gregorig became a licensed tax advisor in 1993 and subsequently worked as a partner at an Austrian accounting firm. In September 2000, Mr. Gregorig became licensed to perform auditing services by the Austrian Chamber of Conventional Trustees. He then founded Gregorig Consulting GmbH, specialized in providing accounting and tax consulting services to companies in the financial sector, which he sold in April 2005. Mr. Gregorig spent May 2005 preparing for his transition to the Superfund group of affiliated companies. Since June 2005, Mr. Gregorig has served in various oversight positions for multiple member companies of the Superfund group of affiliated companies.
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.
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, Otway 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 SEC. He is not independent of management.
Item 11.
Item 11. Executive Compensation.
The Fund has no employees, officers or directors and is managed by 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 one-twelfth of 1.85% of month end net assets (1.85% per annum), ongoing 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. An annual selling commission will be paid to Superfund USA, an affiliate of Superfund Capital Management. The Units pay a commission of 4% of the month-end net asset value per Unit (1/12 of 4% per month); provided, however, the maximum cumulative selling commission per Unit sold pursuant to the Prospectus is 10% of the initial public offering price for such Unit. Each Series and Superfund USA may retain additional selling agents to assist with the placement of the Units. Superfund USA will pay all or a portion of the selling commission described above which it receives in respect of the Units sold by the additional selling agents to the additional selling agents effecting the sales.
Item 12.
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.
Security Ownership of Management
As of December 31, 2008, no Units were owned or held by officers of Superfund Capital Management. As of December 31, 2008, Superfund Capital Management owned 386.799 Units of Series A, representing 2.14% of the total issued Units of Series A, and 398.272 Units of Series B, representing 1.71% of the total issued Units of Series B, having a combined value of $1,783,301. Christian Baha is the holder of all of the equity of Superfund Capital Management.
Item 13.
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.” In 2008, the Series A management fee totaled $813,892, the Series A selling commissions totaled $1,759,767, the Series A incentive fee totaled $1,786,681 and the Series A brokerage commissions totaled $615,631. In 2008, the Series B management fee totaled $936,891, the Series B selling commissions totaled $2,025,709, the Series B incentive fee totaled $3,831,165, and the Series B brokerage commissions totaled $971,657. In 2007, the Series A management fee totaled $1,165,114, the Series A selling commissions totaled $2,519,166 and the Series A brokerage commissions totaled $1,535,369. In 2007, the Series B management fee totaled $535,198, the Series B selling commissions totaled $1,157,184 and the Series B brokerage commissions totaled $1,042,451.
Item 14.
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, 2008, and December 31, 2007, were approximately $122,940 and $117,000, respectively.
Audit-Related Fees
There were no audit-related fees for services rendered by Deloitte & Touche LLP for the years ended December 31, 2008, and December 31, 2007.
Tax Fees
There were no fees for tax compliance, tax advice or tax planning rendered by Deloitte & Touche LLP for the years ended December 31, 2008, and December 31, 2007.
All Other Fees
There were no other fees for products or services provided by Deloitte & Touche LLP for the years ended December 31, 2008, and December 31, 2007.
Pre-Approval Policies
The Board of Directors and Audit Committee of Superfund Capital Management approved all of the services described above. The Board of Directors and Audit Committee have 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.
Item 15. Exhibits, Financial Statement Schedules.
(a)
The Following documents are filed as part of this report:
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.
The following exhibit is incorporated by reference herein from the exhibit of the same description filed on November 1, 2008, with Quadriga Superfund, L.P.’s Form 8-K (File No. 000-51634).
1.01(a)
Selling Agreement, dated effective as of November 1, 2008, among Quadriga Superfund, L.P. and Superfund USA, Inc.
The following exhibit is incorporated by reference herein from the exhibit of the same description and number filed on March 30, 2007, with Quadriga Superfund, L.P.’s Form 10-K (File No. 000-51634).
10.01(h)
Form of Series Exchange Subscription Agreement.
The following exhibits are incorporated by reference herein from the exhibits of the same description and number filed on September 14, 2006, with Amendment No. 1 to Quadriga Superfund, L.P.’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 Quadriga Superfund, L.P.’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 Quadriga Superfund, L.P.’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 Quadriga Superfund, L.P.’s Registration Statement on Form S-1 (Reg. No. 333-122229).
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.
10.03(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.
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, 2008 and 2007, and the related statements of operations, changes in net assets, and cash flows for each of the three years in the period 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, the financial statements referred to above present fairly, in all material respects, the financial position of the Fund as of December 31, 2008 and 2007, and the results of its operations and its cash flows for each of the three years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.
/S/ DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
March 25, 2009
QUADRIGA SUPERFUND, L.P. - SERIES A
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2008, and December 31, 2007
See accompanying notes to financial statements
QUADRIGA SUPERFUND, L.P. - SERIES A
CONDENSED SCHEDULE OF INVESTMENTS
December 31, 2008
See accompanying notes to financial statements
QUADRIGA SUPERFUND, L.P. - SERIES A
CONDENSED SCHEDULE OF INVESTMENTS
December 31, 2007
See accompanying notes to financial statements
QUADRIGA SUPERFUND, L.P. - SERIES A
STATEMENTS OF OPERATIONS
Years Ended December 31, 2008, 2007, and 2006
See accompanying notes to financial statements
QUADRIGA SUPERFUND, L.P. - SERIES A
STATEMENTS OF CHANGES IN NET ASSETS
Years ended December 31, 2008, 2007, and 2006
See accompanying notes to financial statements.
QUADRIGA SUPERFUND, L.P. - SERIES A
STATEMENTS OF CASH FLOWS
Years ended December 31, 2008, 2007 and 2006
See accompanying notes to financial statements.
QUADRIGA SUPERFUND, L.P. - SERIES B
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2008, and December 31, 2007
See accompanying notes to financial statements.
QUADRIGA SUPERFUND, L.P. - SERIES B
CONDENSED SCHEDULE OF INVESTMENTS
December 31, 2008
See accompanying notes to financial statements.
QUADRIGA SUPERFUND, L.P. - SERIES B
CONDENSED SCHEDULE OF INVESTMENTS
December 31, 2007
See accompanying notes to financial statements.
QUADRIGA SUPERFUND, L.P. - SERIES B
STATEMENTS OF OPERATIONS
Years Ended December 31, 2008, 2007, and 2006
See accompanying notes to financial statements.
QUADRIGA SUPERFUND, L.P. - SERIES B
STATEMENTS OF CHANGES IN NET ASSETS
Years ended December 31, 2008, 2007 and 2006
See accompanying notes to financial statements.
QUADRIGA SUPERFUND, L.P. - SERIES B
STATEMENTS OF CASH FLOWS
Years ended December 31, 2008, 2007 and 2006
See accompanying notes to financial statements.
QUADRIGA SUPERFUND, L.P. - SERIES A AND SERIES B
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
(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 “Series”). 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 Fund’s general partner, Superfund Capital Management, Inc. (“Superfund Capital Management”) 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 Contracts, Forward Contracts, and U.S Treasury Bills
All commodity interests (including derivative financial instruments and derivative commodity instruments) are used for trading purposes. The commodity interests are recorded on a 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 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 (See Section (2)(g) - Fair Value Measurements).
(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, Investment Income, and Expenses
Investment transactions are accounted for on a trade-date basis. Interest income and expenses are 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.
Superfund Capital Management has continued to evaluate the application of Financial Accounting Standards Board (“FASB”) Interpretation No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109” (“FIN 48”), to the Fund, and has determined that FIN 48 does not have a material impact on the Fund’s financial statements. The Fund files federal and state tax returns. The 2005 through 2008 tax years generally remain subject to examination by the U.S federal and most state tax authorities.
(e)
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. 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 March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities. The provisions are effective for fiscal years beginning after November 15, 2008. SFAS 161 is intended to improve financial reporting for derivative instruments by requiring enhanced disclosure that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity’s results of operations and financial position.
Level 1
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
Level 2
Quoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly.
Level 3
Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. In determining fair value, the Fund separates its financial instruments into two categories: U.S. government securities and derivative contracts.
U.S. Government Securities. The Fund’s only market exposure in instruments held other than for trading is in its U.S. Treasury Bill portfolio. As the Fund uses the amortized cost method for valuing its U.S. Treasury Bill portfolio, which approximates fair value, this portfolio is classified within level 2 of the fair value hierarchy.
Derivative Contracts. Derivative contracts can be exchange-traded or over-the-counter (“OTC”). Exchange-traded derivatives typically fall within level 1 or level 2 of the fair value hierarchy depending on whether they are deemed to be actively traded or not. The Fund has exposure to exchange-traded derivative contracts through the Fund’s trading of exchange-traded futures contracts. The Fund’s exchange-traded futures contract positions are valued daily at settlement prices published by the applicable exchanges. In such cases, provided they are deemed to be actively traded, exchange-traded derivatives are classified within level 1 of the fair value hierarchy. Less actively traded exchange-traded derivatives fall within level 2 of the fair value hierarchy.
OTC derivatives are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, model calibration to market-clearing transactions, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument as well as the availability of pricing information in the market. For OTC derivatives that trade in liquid markets, such as generic forwards and swaps, model inputs can generally be verified and model selection does not involve significant management judgment. The OTC derivatives held by the Fund include forwards and swaps. Spot and forward foreign currency contracts held by the Fund are valued at published daily settlement prices or at dealers’ quotes. The Fund’s forward and swap positions are typically classified within level 2 of the fair value hierarchy. As of and during the quarter ended December 31, 2008, the Fund held no derivative contracts valued using level 3 inputs.
Certain OTC derivatives traded in less liquid markets with limited pricing information, and the determination of fair value for these derivatives is inherently more difficult. Such instruments are classified within level 3 of the fair value hierarchy. Where the Fund does not have corroborating market evidence to support significant model inputs and cannot verify the model to market transactions, transaction price is initially used as the best estimate of fair value. Accordingly, when a pricing model is used to value such an instrument, the model is adjusted so that the model value at inception equals the transaction price. The valuations of these less liquid OTC derivatives are typically based on level 1 and/or level 2 inputs that can be observed in the market, as well as unobservable level 3 inputs. Subsequent to initial recognition, the Fund updates the level 1 and level 2 inputs to reflect observable market changes, with resulting gains and losses reflected within level 3. Level 3 inputs are only changed when corroborated by evidence such as similar market transactions, third-party pricing services and/or broker or dealer quotations, or other empirical market data. In circumstances where the Fund cannot verify the model value to market transactions, it is possible that a different valuation model could produce a materially different estimate of fair value. The Fund attempts to avoid holding less liquid OTC derivatives. However, once held, the market for any particular derivative contract could become less liquid during the holding period.
Series A.
Series B.
(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. As of December 31, 2008, there were no amounts due to brokers.
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 whom 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, if any, represent cash received prior to December 31 for contributions of the subsequent month and do not participate in the earnings of the Fund until the following January.
(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, ongoing 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 May 19, 2008, included within the Registration Statement on Form S-1 (File No. 333-136804) as subsequently supplemented, Superfund USA, 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.
Financial highlights for the period January 1, 2008, through December 31, 2008, are as follows:
Financial highlights for the period January 1, 2007, through December 31, 2007, are as follows:
Financial highlights for the period January 1, 2006, through December 31, 2006, are as follows:
(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 $912,098 and $67,239, respectively, and gross unrealized gains and losses related to non-exchange traded forwards were $11,138 and $43,336, respectively, at December 31, 2008.
For Series B, gross unrealized gains and losses related to exchange traded futures were $2,689,939 and $303,872, respectively, and gross unrealized gains and losses related to non-exchange traded forwards were $44,878 and $163,504, respectively, at December 31, 2008.
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 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 is 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 counterparty 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 counterparty to the transactions. The Fund’s risk of loss in the event of counterparty 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. As the Fund’s assets are held in segregated accounts with futures commission merchants, the Fund has credit risk and concentration risk. The Fund’s futures commission merchants are currently ADM Investor Services, Inc., Newedge USA, LLC, Barclays Capital Inc., and RBC Capital Markets Corporation.
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 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, 2008. 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 the escrow agent, HSBC Bank USA. 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 the subscription funds are returned.
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 each 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.
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 31, 2009.
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/ Nigel James
President
March 31, 2009
Nigel James
(Principal Executive Officer)
/s/ Roman Gregorig
Director, Vice President and Audit Committee Financial Expert
March 31, 2009
Roman Gregorig
(Principal Financial Officer & Principal Accounting Officer)
(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)
EXHIBIT INDEX