##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2006
Commission File Number 000-51634
 OR
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from _______________ to _______________
 QUADRIGA SUPERFUND, L.P.
  DELAWARE
    
    98-0375395(State or other jurisdiction of 
incorporation or organization)
    
    (IRS Employer Identification Number)
 
 (473) 439-2418
 None
  Units of Limited Partnership Interest
  o þ
  o þ
  þ o
 o
  o o þ
  o þ




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##### Table of Contents



TABLE OF CONTENTS
 PART IITEM 1. BUSINESSITEM 1A. RISK FACTORSITEM 2. PROPERTIESITEM 3. LEGAL PROCEEDINGSITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERSPART IIITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND
ISSUER PURCHASES OF EQUITY SECURITIESITEM 6. SELECTED FINANCIAL DATAITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONSITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSUREITEM 9A. CONTROLS AND PROCEDURESITEM 9B. OTHER INFORMATIONPART IIIITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCEITEM 11. EXECUTIVE COMPENSATIONITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERSITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICESPART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULESSIGNATURESEXHIBIT INDEXCertificationCertificationCertificationCertificationForm of Series Exchange Subscription AgreementCertification of Principal Executive OfficerCertification of Principal Financial OfficerSection 1350 Certification of Principal Executive OfficerSection 1350 Certification of Principal Financial Officer
 2




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PART I
 
 Item 1. Business
 General Development of Business
      Financial Information about Industry Segments
  Narrative Description of the Business
    3




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Financial Information about Geographic Areas
  
 Item 1A. Risk Factors
 Market Risks:
 Possible Total Loss of an Investment in each Series
  Each Series Will be Highly Leveraged
  Illiquidity of an Investment
  Market Illiquidity
  4




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Forward Transactions are Not Regulated and are Subject to Credit Risk
  Non-Correlated, Not Negatively Correlated, Performance Objective
  Foreign Currency Trading
  Trading Risks:
 Superfund Capital Management Analyzes Only Technical Market Data, Not Any Economic Factors External
to Market Prices
  Speculative Position Limits May Alter Trading Decisions for Each Series
  Increase in Assets Under Management May Affect Trading Decisions
  Each Series Trading is Not Transparent
  5




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Tax Risks:
 Investors are Taxed Based on Their Share of Profits in Each Series
  Tax Could be Due from Investors on Their Share of Each Series Ordinary Income Despite Overall
Losses
  Deductibility of Management and Performance Fees
  Other Risks
 Fees and Commissions are Charged Regardless of Profitability and are Subject to Change
  Failure of Brokerage Firms; Disciplinary History of Clearing Brokers
  Investors Must Not Rely on Past Performance of Superfund Capital Management in Deciding Whether to
Buy Units
  Conflicts of Interest
  Lack of Independent Experts Representing Investors
  6




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Reliance on Superfund Capital Management
  Possibility of Termination of Each Series Before Expiration of its Stated Term
  Each Series is Not a Regulated Investment Company
  Proposed Regulatory Change is Impossible to Predict
  Forwards, Swaps, Hybrids and Other Derivatives are Not Subject to CFTC Regulation
  Options on Futures are Speculative and Highly Leveraged
  Each Series Will Trade Extensively in Foreign Markets
  7




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##### Table of Contents



Restrictions on Transferability
  A Single-Advisor Fund May Be More Volatile Than a Multi-Advisor Fund
  Money Committed to Margin
  
 Item 2. Properties
  
 Item 3. Legal Proceedings
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 PART II
 
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities
 Market Information
  Holders
  Dividends
  Securities Authorized for Issuance Under Equity Compensation Plans
  Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
  Issuer Purchases of Equity Securities
  8




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Units
    
    
    Net Asset ValueMonth
    
    Redeemed
    
    
    per Unit ($)October 31, 2006
    
    
    546.82
    
    
    
    1,364.68November 30, 2006
    
    
    711.84
    
    
    
    1,347.16December 31, 2006
    
    
    883.19
    
    
    
    1,500.20Total
    
    
    2,141.85
  Units
    
    
    Net Asset ValueMonth
    
    Redeemed
    
    
    per Unit ($)October 31, 2006
    
    
    838.67
    
    
    
    1,596.31November 30, 2006
    
    
    640.82
    
    
    
    1,568.76December 31, 2006
    
    
    380.26
    
    
    
    1,821.99Total
    
    
    1,859.75
 
 Item 6. Selected Financial Data
  For the year ended December 31, 2006:
 SERIES A
    
    
    SERIES BIncome Statement DataInvestment income:Interest income
    
    $
    3,010,369
    
    
    $
    1,662,446Expenses:Total expenses
    
    $
    6,642,441
    
    
    $
    4,095,073Net investment losses:
    
    $
    (3,632,072
    )
    
    $
    (2,432,624
    )Realized and unrealized gain:Net realized gain on futures and forward contracts
    
    $
    7,720,119
    
    
    $
    7,227,032Net increase in unrealized appreciation on futures and forward contracts
    
    $
    3,535,145
    
    
    $
    1,198,071Net increase from payments by affiliate
    
    $
    426,879
    
    
    
    584,801Net increase in net assets from operations:
    
    $
    8,050,071
    
    
    $
    6,577,280Net increase in net assets from operations per Unit (based upon change in
net asset value per Unit during the period):
    
    $
    171.87
    
    
    $
    300.38Balance Sheet DataTotal assets:
    
    $
    76,552,324
    
    
    $
    39,178,905Total liabilities:
    
    $
    4,247,163
    
    
    $
    2,747,212Net assets:
    
    $
    72,305,161
    
    
    $
    36,431,693Net asset value per Unit:
    
    $
    1,500.20
    
    
    $
    1,821.99
 For the year ended December 31, 2005:
 SERIES A
    
    
    SERIES BIncome Statement DataInvestment income:Interest income
    
    $
    1,165,809
    
    
    $
    1,092,688Expenses:Total expenses
    
    $
    4,549,689
    
    
    $
    4,820,581Net investment losses:
    
    $
    (3,383,880
    )
    
    $
    (3,727,893
    )Realized and unrealized gain (loss):Net realized loss on futures and forward contracts
    
    $
    (648,158
    )
    
    $
    (2,166,857
    )Net increase in unrealized appreciation on futures and forward contracts
    
    $
    1,984,418
    
    
    $
    761,341Net decrease in net assets from operations:
    
    $
    (2,047,620
    )
    
    $
    (5,133,409
    )Net decrease in net assets from operations per Unit (based upon change in
net asset value per Unit during the period):
    
    $
    (138.34
    )
    
    $
    (208.68
    )Balance Sheet DataTotal assets:
    
    $
    62,077,377
    
    
    $
    41,608,823Total liabilities:
    
    $
    2,655,329
    
    
    $
    1,824,994Net assets:
    
    $
    59,422,048
    
    
    $
    39,783,829Net asset value per Unit:
    
    $
    1,328.33
    
    
    $
    1,521.61
 9




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




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Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Introduction
  Capital Resources
  Liquidity
    Results of Operations
 2006
     11




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th
 rd
     12




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nd
 1 2 1 2
    st
     13




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2005
               14




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2004
       15




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16




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Off-Balance Sheet Risk
   Off-Balance Sheet Arrangements
  Contractual Obligations
  Critical Accounting Policies  Valuation of The Funds Positions
  Recently Issued Accounting Standards
    17




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Item 7A. Quantitative and Qualitative Disclosures about Market Risk
 Past Results are Not Necessarily Indicative of Future Performance
      Quantifying the Funds Trading Value at Risk
 Quantitative Forward-Looking Statements
       The Funds Trading Value at Risk in Different Market Sectors
  18




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Average Value at
    
    
    % of Average
    
    
    Highest Value at
    
    
    Lowest Value atSector
    
    Risk
    
    
    Capitalization
    
    
    Risk
    
    
    RiskStock Indices
    
    $
    1,730,170
    
    
    
    2.53
    %
    
    $
    3,900,719
    
    
    $
    381,150Financial Futures
    
    $
    2,138,142
    
    
    
    3.13
    %
    
    $
    3,287,013
    
    
    $
    485,375Currencies
    
    $
    5,285,887
    
    
    
    7.74
    %
    
    $
    7,716,185
    
    
    $
    3,057,659Agricultural
    
    $
    522,898
    
    
    
    0.77
    %
    
    $
    593,242
    
    
    $
    447,350Energy
    
    $
    2,045,413
    
    
    
    2.99
    %
    
    $
    2,745,083
    
    
    $
    1,499,620Metals
    
    $
    1,000,913
    
    
    
    1.47
    %
    
    $
    1,712,472
    
    
    $
    0Total
    
    $
    12,723,423
    
    
    
    18.63
    %
   Average Value at
    
    
    % of Average
    
    
    Highest Value at
    
    
    Lowest Value atSector
    
    Risk
    
    
    Capitalization
    
    
    Risk
    
    
    RiskStock Indices
    
    $
    1,341,170
    
    
    
    3.55
    %
    
    $
    2,683,136
    
    
    $
    286,650Financial Futures
    
    $
    1,592,488
    
    
    
    4.21
    %
    
    $
    2,317,193
    
    
    $
    337,357Currencies
    
    $
    4,195,892
    
    
    
    11.10
    %
    
    $
    5,279,732
    
    
    $
    2,328,732Agricultural
    
    $
    391,703
    
    
    
    1.04
    %
    
    $
    447,707
    
    
    $
    330,020Energy
    
    $
    1,486,530
    
    
    
    3.93
    %
    
    $
    1,901,488
    
    
    $
    1,263,195Metals
    
    $
    765,709
    
    
    
    2.03
    %
    
    $
    1,429,084
    
    
    $
    0Total
    
    $
    9,773,492
    
    
    
    25.86
    %
   Average Value at
    
    
    % of Average
    
    
    Highest Value at
    
    
    Lowest Value atSector
    
    Risk
    
    
    Capitalization
    
    
    Risk
    
    
    RiskStock Indices
    
    $
    1,512,822
    
    
    
    3.44
    %
    
    $
    1,740,734
    
    
    $
    1,351,175Financial Futures
    
    $
    1,359,303
    
    
    
    3.09
    %
    
    $
    1,897,505
    
    
    $
    875,596Currencies
    
    $
    3,598,614
    
    
    
    8.17
    %
    
    $
    5,907,756
    
    
    $
    1,449,098Agricultural
    
    $
    341,743
    
    
    
    0.78
    %
    
    $
    598,716
    
    
    $
    58,044Energy
    
    $
    921,229
    
    
    
    2.09
    %
    
    $
    1,324,149
    
    
    $
    657,974Metals
    
    $
    1,387,497
    
    
    
    3.15
    %
    
    $
    2,033,095
    
    
    $
    772,069Total
    
    $
    9,121,209
    
    
    
    20.71
    %
   Average Value at
    
    
    % of Average
    
    
    Highest Value at
    
    
    Lowest Value atSector
    
    Risk
    
    
    Capitalization
    
    
    Risk
    
    
    RiskStock Indices
    
    $
    2,153,126
    
    
    
    5.25
    %
    
    $
    3,084,741
    
    
    $
    1,432,917Financial Futures
    
    $
    2,022,611
    
    
    
    4.94
    %
    
    $
    3,415,011
    
    
    $
    809,391Currencies
    
    $
    5,035,200
    
    
    
    12.29
    %
    
    $
    8,458,329
    
    
    $
    2,622,864Agricultural
    
    $
    405,770
    
    
    
    0.99
    %
    
    $
    555,842
    
    
    $
    10,262Energy
    
    $
    1,323,1210
    
    
    
    3.23
    %
    
    $
    2,358,725
    
    
    $
    366,394Metals
    
    $
    2,003,698
    
    
    
    4.89
    %
    
    $
    3,654,036
    
    
    $
    716,965Total
    
    $
    12,943,529
    
    
    
    31.58
    %
  19




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Material Limitations on Value at Risk as an Assessment of Market Risk
  Non-Trading Risk
  Qualitative Disclosures Regarding Primary Trading Risk Exposures
   Currencies
 Interest Rates
 Stock Indices
 Energy
 Metals
 Agricultural
 Qualitative Disclosures Regarding Non-Trading Risk Exposure
 General
 20




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Foreign Currency Balances
 Treasury Bill Positions
 Qualitative Disclosures Regarding Means of Managing Risk Exposure
   
 Item 8. Financial Statements and Supplementary Data
   Series A
 1st Qtr 2006
    
    
    2nd Qtr 2006
    
    
    3rd Qtr 2006
    
    
    4th Qtr 2006Interest Income
    
    $
    629,632
    
    
    $
    759,652
    
    
    $
    773,994
    
    
    
    847,091Net Realized and Unrealized Gains(Losses) on Investments
    
    $
    5,488,739
    
    
    $
    (1,314,322
    )
    
    $
    (4,212,313
    )
    
    
    11,293,161Total Expenses
    
    $
    1,601,643
    
    
    $
    1,742,072
    
    
    $
    1,518,937
    
    
    
    1,779,789Net Income (Loss)
    
    $
    4,516,728
    
    
    $
    (1,869,863
    )
    
    $
    (4,957,256
    )
    
    
    10,360,463Net Income (Loss) Per Unit*
    
    $
    100.98
    
    
    $
    (38.43
    )
    
    $
    (98.20
    )
    
    
    204.00Net Increase (Decrease) in Net
Assets from Operations per Unit
    
    $
    100.56
    
    
    $
    (36.41
    )
    
    $
    (99.28
    )
    
    
    207.001st Qtr 2005
    
    
    2nd Qtr 2005
    
    
    3rd Qtr 2005
    
    
    4th Qtr 2005Interest Income
    
    $
    168,028
    
    
    $
    196,075
    
    
    $
    320,899
    
    
    $
    480,807Net Realized and Unrealized Gains(Losses) on Investments
    
    $
    (14,940
    )
    
    $
    (2,537,002
    )
    
    $
    2,818,902
    
    
    $
    1,069,300Total Expenses
    
    $
    909,898
    
    
    $
    861,290
    
    
    $
    1,375,003
    
    
    $
    1,403,498Net Income (Loss)
    
    $
    (756,810
    )
    
    $
    (3,202,217
    )
    
    $
    1,764,798
    
    
    $
    146,609Net Income (Loss) per Unit*
    
    $
    (34.87
    )
    
    $
    (132.14
    )
    
    $
    49.43
    
    
    $
    3.37Net Increase (Decrease) in Net
Assets from Operations per Unit
    
    $
    (38.39
    )
    
    $
    (140.11
    )
    
    $
    41.29
    
    
    $
    (1.13
    )
   21




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Series B
 1st Qtr 2006
    
    
    2nd Qtr 2006
    
    
    3rd Qtr 2006
    
    
    4th Qtr 2006Interest Income
    
    $
    412,029
    
    
    $
    430,037
    
    
    $
    398,744
    
    
    $
    421,638Net Realized and Unrealized Gains(Losses) on Investments
    
    $
    4,795,120
    
    
    $
    (868,471
    )
    
    $
    (3,257,402
    )
    
    $
    7,755,855Total Expenses
    
    $
    1,146,514
    
    
    $
    1,098,756
    
    
    $
    856,375
    
    
    $
    993,429Net Income (Loss)
    
    $
    4,060,635
    
    
    $
    (952,389
    )
    
    $
    (3,715,033
    )
    
    $
    7,184,064Net Income (Loss) per Unit *
    
    $
    166.14
    
    
    $
    (40.92
    )
    
    $
    (163.40
    )
    
    $
    335.10Net Increase (Decrease) in Net
Assets from Operations per Unit
    
    $
    165.54
    
    
    $
    (44.60
    )
    
    $
    (160.85
    )
    
    $
    340.291st Qtr 2005
    
    2nd Qtr 2005
    
    3rd Qtr 2005
    
    4th Qtr 2005Interest Income
    
    $
    214,765
    
    
    $
    254,037
    
    
    $
    297,409
    
    
    
    326,477Net Realized and Unrealized Gains(Losses) on Investments
    
    $
    (534,676
    )
    
    $
    (4,813,347
    )
    
    $
    3,038,791
    
    
    
    903,716Total Expenses
    
    $
    1,198,706
    
    
    $
    1,239,387
    
    
    $
    1,301,670
    
    
    
    1,080,818Net Income (Loss)
    
    $
    (1,518,617
    )
    
    $
    (5,798,697
    )
    
    $
    2,034,530
    
    
    
    149,375Net Income (Loss) Per Unit *
    
    
    (61.12
    )
    
    
    (210.05
    )
    
    
    73.93
    
    
    
    5.62Net Increase (Decrease) in Net
Assets from Operations per Unit
    
    $
    (66.75
    )
    
    $
    (224.36
    )
    
    $
    74.21
    
    
    
    8.22
   
 Item 9. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure
  
 Item 9A. Controls And Procedures
  
 Item 9B. Other Information
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance of The Registrant
 Identification of Directors and Executive Officers
    22




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##### Table of Contents



Identification of Certain Significant Employees
  Family Relationships
  Business Experience
  Involvement in Certain Legal Proceedings
  Promoters and Control Persons
  Section 16(A) Beneficial Ownership Reporting Compliance
  Code of Ethics
  Board of Director Nominees
  Audit Committee Financial Expert
  
 Item 11. Executive Compensation
  23




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##### Table of Contents



Item 12. Security Ownership Of Certain Beneficial Owners And Management and Related Shareholder Matters
 Security Ownership of Certain Beneficial Owners
  Security Ownership of Management
  
 Item 13. Certain Relationships And Related Transactions, and Director Independence
  
 Item 14. Principal Accountant Fees And Services
 Audit Fees
   Audit-Related Fees
  Tax Fees
  All Other Fees
  Pre-Approval Policies
  
 PART IV
 
 Item 15. Exhibits, Financial Statement Schedules
 (a)
    
    The Following documents are filed as part of this report:
 (1)
    
    Financial Statements beginning on page 27 hereof.
 24




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##### Table of Contents



(2)
    
    Financial Statement Schedules:
  (3)
    
    Exhibits as required by Item 601 of Regulation S-K
  Exhibit Number
    
    Description of Document10.01(h)
    
    Form of Series Exchange Subscription Agreement31.1
    
    Rule 13(a)-14((a)/15(d)-14(a) Certification of Principal Executive Officer31.2
    
    Rule 13(a)-14((a)/15(d)-14(a) Certification of Principal Financial Officer32.1
    
    Section 1350 Certification of Principal Executive Officer32.2
    
    Section 1350 Certification of Principal Financial Officer
  1.01(a)
    
    Form of Amendment to Selling Agreement among
each Series, Superfund Capital Management,
Inc., and Superfund Asset Management, Inc.
  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).
  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.
  10.01(g)
    
    Form of Administration, Accounting and Investor Services Agreement.
  1.01
    
    Form of Selling Agreement among each Series, Quadriga Capital Management, Inc., and Quadriga
Asset Management, Inc.1.02
    
    Form of Additional Selling Agreement among each Series, Quadriga Capital Management Inc. and
the Additional Selling Agent.3.02
    
    Certificate of Limited Partnership.10.01(b)
    
    Form of ADM Investor Services, Inc. Customer Agreement between each Series and ADM Investor
Services, Inc.10.01(c)
    
    Form of FIMAT USA, Inc. Customer Agreement between each Series and Fimat USA, Inc.10.01(d)
    
    Form of Man Financial Inc. Customer Agreement between each Series and Man Financial Inc.10.03(e)
    
    Forms of Bear Stearns Forex Inc. and Bear, Stearns Securities Corp. Customer Agreements
between each Series and Bear Stearns Forex Inc.10.01(f)
    
    Form of Barclays Capital Inc. Customer Agreement between each Series and Barclays Capital Inc.10.03(a)
    
    Form of Escrow Agreement between Series A and HSBC Bank USA.10.03(b)
    
    Form of Escrow Agreement between Series B and HSBC Bank USA.
 25




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     
 26




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES A AND SERIES B
 INDEPENDENT AUDITORS REPORT
      
 27




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES A
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2006 and December 31, 2005
 December 31, 2006
    
    
    December 31, 2005ASSETSUS Government securities, at fair value,amortized cost $57,832,244 and $53,351,488 as ofDecember 31, 2006 and December 31, 2005, respectively
    
    $
    57,832,344
    
    
    $
    53,351,488Due from brokers
    
    
    9,952,214
    
    
    
    2,705,847Unrealized appreciation on open forward contracts
    
    
    1,556,257
    
    
    
    2,733,570Futures contracts purchased
    
    
    693,920
    
    
    
    2,110,992Futures contracts sold
    
    
    5,962,156
    
    
    
    286,562Cash
    
    
    555,433
    
    
    
    888,918Total assets
    
    
    76,552,324
    
    
    
    62,077,377LIABILITIESUnrealized depreciation on open forward contracts
    
    
    977,472
    
    
    
    1,237,784Unrealized depreciation on open swap contracts
    
    
    
    
    
    
    193,624Advance subscriptions
    
    
    277,500
    
    
    
    866,893Redemptions payable
    
    
    2,552,956
    
    
    
    Fees payable
    
    
    439,235
    
    
    
    357,028Total liabilities
    
    
    4,247,163
    
    
    
    2,655,329NET ASSETS
    
    $
    72,305,161
    
    
    $
    59,422,048Number of Units
    
    
    48,197.014
    
    
    
    44,734.441Net asset value per Unit
    
    $
    1,500.20
    
    
    $
    1,328.33
  28




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES A
CONDENSED SCHEDULE OF INVESTMENTS
December 31, 2006
 Percentage ofFace Value
    
    
    Net Assets
    
    
    Fair ValueDebt Securities United States, at fair valueUnited States Treasury Bills due March 1, 2007(amortized cost $57,832,344), securities are held inmargin accounts as collateral for open futures and forwards
    
    $
    58,300,000
    
    
    
    80.0
    %
    
    $
    57,832,344Forward contracts, at fair valueUnrealized appreciation on forward contractsCurrencies
    
    
    
    
    
    
    1.4
    
    
    
    961,041Metals
    
    
    
    
    
    
    0.8
    
    
    
    595,216Total unrealized appreciation on forward contracts
    
    
    
    
    
    
    2.2
    
    
    
    1,556,257Unrealized depreciation on forward contractsCurrencies
    
    
    
    
    
    
    (0.6
    )
    
    
    (426,597
    )Metals
    
    
    
    
    
    
    (0.8
    )
    
    
    (550,875
    )Total unrealized depreciation on forward contracts
    
    
    
    
    
    
    (1.4
    )
    
    
    (977,472
    )Total forward contracts, at fair value
    
    
    
    
    
    
    0.8
    
    
    
    578,785Futures contracts, at fair valueFutures Contracts PurchasedCurrency
    
    
    
    
    
    
    0.1
    
    
    
    35,962Food & Fiber
    
    
    
    
    
    
    (0.1
    )
    
    
    (83,698
    )Indices
    
    
    
    
    
    
    1.2
    
    
    
    887,282Metals
    
    
    
    
    
    
    (0.2
    )
    
    
    (145,626
    )Total futures contracts purchased
    
    
    
    
    
    
    1.0
    
    
    
    693,920Futures Contracts SoldCurrency
    
    
    
    
    
    
    0.2
    
    
    
    164,000Energy
    
    
    
    
    
    
    4.6
    
    
    
    3,333,225Financial
    
    
    
    
    
    
    3.4
    
    
    
    2,464,931Total futures contracts sold
    
    
    
    
    
    
    8.2
    
    
    
    5,962,156Total futures contracts, at fair value
    
    
    
    
    
    
    9.2
    
    
    
    6,656,076Futures and forward contracts by country compositionEuropean Monetary Union
    
    
    
    
    
    
    2.9
    
    
    
    2,107,995Japan
    
    
    
    
    
    
    1.3
    
    
    
    911,956United States
    
    
    
    
    
    
    4.2
    
    
    
    3,012,867Other
    
    
    
    
    
    
    1.6
    
    
    
    1,202,043Total futures and forward contracts by country
    
    
    
    
    
    
    10.0
    %
    
    $
    7,234,861
  29




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES A
CONDENSED SCHEDULE OF INVESTMENTS
December 31, 2005
 Percentage ofFace Value
    
    
    Net Assets
    
    
    Fair ValueDebt Securities United States, at fair valueUnited States Treasury Bills due June 1, 2006(amortized cost $53,351,488), securities are held inmargin accounts as collateral for open futures and forwards
    
    $
    54,300,000
    
    
    
    89.8
    %
    
    $
    53,351,488Forward contracts, at fair valueUnrealized appreciation on forward contractsCurrencies
    
    
    
    
    
    
    0.6
    
    
    
    349,388Metals
    
    
    
    
    
    
    4.0
    
    
    
    2,384,182Total unrealized appreciation on forward contracts
    
    
    
    
    
    
    4.6
    
    
    
    2,733,570Unrealized depreciation on forward contractsCurrencies
    
    
    
    
    
    
    (2.1
    )
    
    
    (1,237,784
    )Total unrealized depreciation on forward contracts
    
    
    
    
    
    
    (2.1
    )
    
    
    (1,237,784
    )Total forward contracts, at fair value
    
    
    
    
    
    
    2.5
    
    
    
    1,495,786Swap contracts, at fair valueUnrealized depreciation on swap contracts02/24/06 Corn Swap **
    
    
    
    
    
    
    0.0
    *
    
    
    (4,013
    )02/24/06 Wheat Swap **
    
    
    
    
    
    
    (0.3
    )
    
    
    (189,611
    )Total swap contracts, at fair value
    
    
    
    
    
    
    (0.3
    )
    
    
    (193,624
    )Futures Contracts, at fair valueFutures Contracts PurchasedCurrency
    
    
    
    
    
    
    (0.0)
    *
    
    
    (3,825
    )Energy
    
    
    
    
    
    
    0.4
    
    
    
    222,119Financial
    
    
    
    
    
    
    (0.1
    )
    
    
    (44,622
    )Food & Fiber
    
    
    
    
    
    
    2.0
    
    
    
    1,195,909Indices
    
    
    
    
    
    
    0.8
    
    
    
    489,551Livestock
    
    
    
    
    
    
    0.0
    *
    
    
    10,340Metals
    
    
    
    
    
    
    0.4
    
    
    
    241,520Total futures contracts purchased
    
    
    
    
    
    
    3.5
    
    
    
    2,110,992Futures Contracts SoldCurrency
    
    
    
    
    
    
    0.7
    
    
    
    413,828Energy
    
    
    
    
    
    
    (0.3
    )
    
    
    (177,030
    )Financial
    
    
    
    
    
    
    0.1
    
    
    
    49,764Total futures contracts sold
    
    
    
    
    
    
    0.5
    
    
    
    286,562Total futures contracts, at fair value
    
    
    
    
    
    
    4.0
    %
    
    $
    2,397,554Futures, swap and forward contracts by country compositionJapan
    
    
    
    
    
    
    0.3
    %
    
    $
    174,514United Kingdom
    
    
    
    
    
    
    0.2
    
    
    
    102,468United States
    
    
    
    
    
    
    5.2
    
    
    
    3,108,970Other
    
    
    
    
    
    
    0.5
    
    
    
    314,124Total futures and forward contracts by country
    
    
    
    
    
    
    6.2
    %
    
    $
    3,699,716
  *
    
    Due to rounding**
    
    Swap contracts are valued daily off the underlying commodities futures price   30




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##### Table of Contents



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




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QUADRIGA SUPERFUND, L.P.-SERIES A
STATEMENTS OF CHANGES IN NET ASSETS
Years ended December 31, 2006, 2005, and 2004
 2006
    
    
    2005
    
    
    2004Increase (decrease) in net assets from operations:Net investment loss
    
    $
    (3,632,072
    )
    
    $
    (3,383,880
    )
    
    $
    (3,021,911
    )Net realized gain (loss) on futures and forward
contracts
    
    
    7,720,119
    
    
    
    (648,158
    )
    
    
    5,753,291Net change in unrealized appreciation on futures
and forward contracts
    
    
    3,535,145
    
    
    
    1,984,418
    
    
    
    174,704Net increase from payment by affiliate
    
    
    426,879
    
    
    
    
    
    
    
    Net increase (decrease) in net assets from operations
    
    
    8,050,071
    
    
    
    (2,047,620
    )
    
    
    2,906,084Capital share transactionsIssuance of shares
    
    
    17,399,062
    
    
    
    35,807,158
    
    
    
    15,308,393Redemption of shares
    
    
    (12,566,020
    )
    
    
    (6,105,759
    )
    
    
    (2,590,997
    )Net increase in net assets from capital share transactions
    
    
    4,833,042
    
    
    
    29,701,399
    
    
    
    12,717,396Net increase in net assets
    
    
    12,883,113
    
    
    
    27,653,779
    
    
    
    15,623,480Net assets, beginning of year
    
    
    59,422,048
    
    
    
    31,768,269
    
    
    
    16,144,789Net assets, end of year
    
    $
    72,305,161
    
    
    $
    59,422,048
    
    
    $
    31,768,269Units, beginning of year
    
    
    44,734.441
    
    
    
    21,660.138
    
    
    
    12,256.648Issuance of units
    
    
    12,569.711
    
    
    
    27,740.454
    
    
    
    11,395.938Redemption of units
    
    
    (9,107.138
    )
    
    
    (4,666.151
    )
    
    
    (1,992.448
    )Units, end of year
    
    
    48,197.014
    
    
    
    44,734.441
    
    
    
    21,660.138
  32




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QUADRIGA SUPERFUND, L.P.-SERIES A

STATEMENTS OF CASH FLOWS

Years ended December 31, 2006, 2005 and 2004


2006
    
    
    2005
    
    
    2004Cash flows from operating activitiesNet increase (decrease) in net assets from operations
    
    $
    8,050,071
    
    
    $
    (2,047,620
    )
    
    $
    2,906,084Adjustments to reconcile net increase (decrease) in net assets
to net cash provided by (used in) operating activities:Changes in operating assets and liabilities:U.S. Government securities*
    
    
    (4,480,856
    )
    
    
    (27,712,491
    )
    
    
    (11,889,389
    )Due from brokers
    
    
    (7,246,367
    )
    
    
    1,459,157
    
    
    
    (3,175,358
    )Unrealized appreciation on open forward contracts
    
    
    1,177,313
    
    
    
    (932,505
    )
    
    
    (604,216
    )Futures contracts purchased
    
    
    1,417,072
    
    
    
    (1,816,615
    )
    
    
    289,269
    )Unrealized depreciation on open forward contracts
    
    
    (260,312
    )
    
    
    827,285
    
    
    
    179,193Unrealized depreciation on open swap contracts
    
    
    (193,624
    )
    
    
    193,624
    
    
    
    Due to brokers
    
    
    
    
    
    
    
    
    
    
    (532,552
    )Futures contracts sold
    
    
    (5,675,594
    )
    
    
    (256,207
    )
    
    
    (38,950
    )Fees payable
    
    
    82,207
    
    
    
    170,626
    
    
    
    91,671Net cash used in operating activities
    
    
    (7,130,090
    )
    
    
    (30,114,746
    )
    
    
    (12,774,248
    )Cash flows from financing activitiesSubscriptions, net of change in advance subscriptions
    
    
    16,809,669
    
    
    
    36,198,201
    
    
    
    14,686,961Redemptions, net of redemption payable
    
    
    (10,013,064
    )
    
    
    (6,105,759
    )
    
    
    (2,599,037
    )Net cash provided by financing activities
    
    
    6,796,605
    
    
    
    30,092,442
    
    
    
    12,087,924Net decrease in cash
    
    
    (333,485
    )
    
    
    (22,304
    )
    
    
    (686,324
    )Cash, beginning of year
    
    
    888,918
    
    
    
    911,222
    
    
    
    1,597,546Cash, end of year
    
    $
    555,433
    
    
    $
    888,918
    
    
    $
    911,222Supplemental disclosure of non-cash financing activities2004 subscriptions received in 2003
    
    
    
    
    
    
    
    
    
    $
    1,097,2822005 subscriptions received in 2004
    
    
    
    
    
    $
    475,8502006 subscriptions received in 2005
    
    $
    866,893Redemptions payable
    
    $
    2,552,956


*
    
    Includes gross purchases of ($186,849,080) and ($103,552,844), gross sales of $185,042,641 and
$76,887,696, and discount amortization of ($2,674,417) and ($1,047,343) in 2006 and 2005,
respectively.  33




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES B
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2006 and December 31, 2005
 December 31, 2006
    
    
    December 31, 2005ASSETSUS Government securities, at fair value,amortized cost $28,172,293 and $36,402,834 as ofDecember 31, 2006 and December 31, 2005, respectively
    
    $
    28,172,293
    
    
    $
    36,402,834Due from brokers
    
    
    4,806,227
    
    
    
    Unrealized appreciation on open forward contracts
    
    
    1,059,483
    
    
    
    2,670,563Futures contracts purchased
    
    
    470,087
    
    
    
    1,969,503Futures contracts sold
    
    
    4,114,331
    
    
    
    296,889Cash
    
    
    468,093
    
    
    
    269,034Other receivable
    
    
    88,391
    
    
    
    Total assets
    
    
    39,178,905
    
    
    
    41,608,823LIABILITIESUnrealized depreciation on open forward contracts
    
    
    670,242
    
    
    
    1,150,034Unrealized depreciation on open swap contracts
    
    
    
    
    
    
    11,333Advance subscriptions
    
    
    259,808
    
    
    
    165,780Redemptions payable
    
    
    1,594,044
    
    
    
    Due to broker
    
    
    
    
    
    
    264,413Fees payable
    
    
    223,118
    
    
    
    233,434Total liabilities
    
    
    2,747,212
    
    
    
    1,824,994NET ASSETS
    
    $
    36,431,693
    
    
    $
    39,783,829Number of Units
    
    
    19,995,520
    
    
    
    26,145,940Net asset value per Unit
    
    $
    1,821.99
    
    
    $
    1,521.61
  34




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES B
CONDENSED SCHEDULE OF INVESTMENTS
December 31, 2006
 Percentage ofFace Value
    
    
    Net Assets
    
    
    Fair ValueDebt Securities United States, at fair valueUnited States Treasury Bills due March 1, 2007(amortized cost $28,172,293), securities are held in marginaccounts as collateral for open futures and forwards
    
    $
    28,400,000
    
    
    
    77.3
    %
    
    $
    28,172,293Forward contracts, at fair valueUnrealized appreciation on forward contractsCurrencies
    
    
    
    
    
    
    1.8
    
    
    
    659,480Metals
    
    
    
    
    
    
    1.1
    
    
    
    400,003Total unrealized appreciation on forward contracts
    
    
    
    
    
    
    2.9
    
    
    
    1,059,483Unrealized depreciation on forward contractsCurrencies
    
    
    
    
    
    
    (0.8
    )
    
    
    (294,123
    )Metals
    
    
    
    
    
    
    (1.0
    )
    
    
    (376,119
    )Total unrealized depreciation on forward contracts
    
    
    
    
    
    
    (1.8
    )
    
    
    (670,242
    )Total forward contracts, at fair value
    
    
    
    
    
    
    1.1
    
    
    
    389,241Futures contracts, at fair valueFutures contracts purchasedCurrency
    
    
    
    
    
    
    0.1
    
    
    
    24,736Food & Fiber
    
    
    
    
    
    
    (0.2
    )
    
    
    (57,797
    )Indices
    
    
    
    
    
    
    1.7
    
    
    
    603,694Metals
    
    
    
    
    
    
    (0.3
    )
    
    
    (100,546
    )Total futures contracts purchased
    
    
    
    
    
    
    1.3
    
    
    
    470,087Futures contracts soldCurrency
    
    
    
    
    
    
    0.3
    
    
    
    112,837Energy
    
    
    
    
    
    
    6.3
    
    
    
    2,302,839Financial
    
    
    
    
    
    
    4.7
    
    
    
    1,698,655Total futures contracts sold
    
    
    
    
    
    
    11.3
    
    
    
    4,114,331Total futures contracts, at fair value
    
    
    
    
    
    
    12.6
    
    
    
    4,584,418Futures and forward contracts by country compositionEuropean Monetary Union
    
    
    
    
    
    
    4.0
    
    
    
    1,452,747Japan
    
    
    
    
    
    
    1.7
    
    
    
    624,242United States
    
    
    
    
    
    
    5.7
    
    
    
    2,075,380Other
    
    
    
    
    
    
    2.3
    
    
    
    821,290Total futures and forward contracts by country
    
    
    
    
    
    
    13.7
    %
    
    $
    4,973,659
  35




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES B
CONDENSED SCHEDULE OF INVESTMENTS
December 31, 2005
 Percentage ofFace Value
    
    
    Net Assets
    
    
    Fair ValueDebt Securities United States, at fair valueUnited States Treasury Bills due June 1, 2006(amortized cost $36,402,834), securities are held in marginaccounts as collateral for open futures and forwards
    
    $
    37,050,000
    
    
    
    91.5
    %
    
    $
    36,402,834Forward contracts, at fair valueUnrealized appreciation on forward contractsCurrencies
    
    
    
    
    
    
    0.8
    
    
    
    324,702Metals
    
    
    
    
    
    
    5.9
    
    
    
    2,345,861Total unrealized appreciation on forward contracts
    
    
    
    
    
    
    6.7
    
    
    
    2,670,563Unrealized depreciation on forward contractsCurrencies
    
    
    
    
    
    
    (2.9
    )
    
    
    (1,150,034
    )Total unrealized depreciation on forward contracts
    
    
    
    
    
    
    (2.9
    )
    
    
    (1,150,034
    )Total forward contracts, at fair value
    
    
    
    
    
    
    3.8
    
    
    
    1,520,529Swap contracts, at fair valueUnrealized depreciation on swap contracts02/24/06 Wheat Swap **
    
    
    
    
    
    
    (0.0)
    *
    
    
    (11,333
    )Total swap contracts, at fair value
    
    
    
    
    
    
    (0.0
    )
    
    
    (11,333
    )Futures contracts, at fair valueFutures contracts purchasedCurrency
    
    
    
    
    
    
    (0.0)
    *
    
    
    (4,049
    )Energy
    
    
    
    
    
    
    0.5
    
    
    
    207,908Financial
    
    
    
    
    
    
    (0.1
    )
    
    
    (40,816
    )Food & Fiber
    
    
    
    
    
    
    2.8
    
    
    
    1,115,630Indices
    
    
    
    
    
    
    1.2
    
    
    
    456,060Livestock
    
    
    
    
    
    
    (0.0)
    *
    
    
    10,210Metals
    
    
    
    
    
    
    0.6
    
    
    
    224,560Total futures contracts purchased
    
    
    
    
    
    
    5.0
    
    
    
    1,969,503Futures contracts soldCurrency
    
    
    
    
    
    
    1.0
    
    
    
    410,006Energy
    
    
    
    
    
    
    (0.4
    )
    
    
    (162,868
    )Financial
    
    
    
    
    
    
    0.1
    
    
    
    49,751Total futures contracts sold
    
    
    
    
    
    
    0.7
    
    
    
    296,889Total futures contracts, at fair value
    
    
    
    
    
    
    5.7
    %
    
    $
    2,266,392Futures and forward contracts by country compositionJapan
    
    
    
    
    
    
    0.9
    %
    
    $
    360,181United Kingdom
    
    
    
    
    
    
    0.2
    
    
    
    95,363United States
    
    
    
    
    
    
    8.1
    
    
    
    3,202,581Other
    
    
    
    
    
    
    0.3
    
    
    
    117,463Total futures and forward contracts by country
    
    
    
    
    
    
    9.5
    %
    
    $
    3,775,588
  *
    
    Due to rounding**
    
    Valued daily off the underlying commoditys future price   36




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES B
STATEMENTS OF OPERATIONS
Years Ended December 31, 2006, 2005, and 2004
 2006
    
    
    2005
    
    
    2004Investment income,interest
    
    $
    1,662,449
    
    
    $
    1,092,688
    
    
    $
    376,469ExpensesManagement fee
    
    
    684,468
    
    
    
    727,205
    
    
    
    606,117Organization and offering expenses
    
    
    369,983
    
    
    
    393,084
    
    
    
    327,631Operating expenses
    
    
    55,498
    
    
    
    58,962
    
    
    
    49,145Selling commission
    
    
    1,479,931
    
    
    
    1,572,336
    
    
    
    1,310,521Incentive fee
    
    
    
    
    
    
    
    
    
    
    1,158,857Brokerage commissions
    
    
    1,499,287
    
    
    
    2,062,396
    
    
    
    1,702,193Other
    
    
    5,906
    
    
    
    6,598
    
    
    
    81,955Total expenses
    
    
    4,095,073
    
    
    
    4,820,581
    
    
    
    5,236,419Net investment loss
    
    
    (2,432,624
    )
    
    
    (3,727,893
    )
    
    
    (4,859,950
    )Realized and unrealized gain (loss) on investmentsNet realized gain(loss) on futures and forward
Contracts
    
    
    7,227,032
    
    
    
    (2,166,857
    )
    
    
    10,178,977Net change in unrealized appreciation on futures and
forward contracts1,198,071
    
    
    
    761,341
    
    
    
    259,633Net gain(loss) on investments
    
    
    8,425,103
    
    
    
    (1,405,516
    )
    
    
    10,438,610Net increase from payments by Affiliate
    
    
    584,801
    
    
    
    
    
    
    
    Net increase (decrease) in net assets from operations
    
    $
    6,577,280
    
    
    $
    (5,133,409
    )
    
    $
    5,578,660
 37




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES B
STATEMENTS OF CHANGES IN NET ASSETS
Years ended December 31, 2005, 2004 and 2003
 2006
    
    
    2005
    
    
    2004Increase (decrease) in net assets from operationsNet investment loss
    
    $
    (2,432,624
    )
    
    $
    (3,727,893
    )
    
    $
    (4,859,950
    )Net realized gain (loss) on futures and forward contracts
    
    
    7,227,032
    
    
    
    (2,166,857
    )
    
    
    10,178,977Net change in unrealized appreciation on futures and
forward contracts
    
    
    1,198,071
    
    
    
    761,341
    
    
    
    259,633Net change in unrealized appreciation on futures and
forward contracts
    
    
    584,801
    
    
    
    
    
    
    
    Net increase (decrease) in net assets from operations
    
    
    6,577,280
    
    
    
    (5,133,409
    )
    
    
    5,578,660Capital share transactionsIssuance of shares
    
    
    3,400,981
    
    
    
    10,407,653
    
    
    
    18,893,934Redemption of shares
    
    
    (13,330,397
    )
    
    
    (7,964,779
    )
    
    
    (4,135,001
    )Net increase(decrease) in net assets from capital share
transactions
    
    
    (9,929,416
    )
    
    
    2,442,874
    
    
    
    14,758,933Net increase (decrease) in net assets
    
    
    (3,352,136
    )
    
    
    (2,690,535
    )
    
    
    20,337,593Net assets, beginning of year
    
    
    39,783,829
    
    
    
    42,474,364
    
    
    
    22,136,771Net assets, end of year
    
    $
    36,431,693
    
    
    $
    39,783,829
    
    
    $
    42,474,364Units, beginning of year
    
    
    26,145.940
    
    
    
    24,547.544
    
    
    
    14,945.226Issuance of units
    
    
    2,103.903
    
    
    
    6,884.857
    
    
    
    12,425.604Redemption of units
    
    
    (8,254.323
    )
    
    
    (5,286.461
    )
    
    
    (2,823.286
    )Units, end of year
    
    
    19,995.520
    
    
    
    26,145.940
    
    
    
    24,547.544
  38




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES B
STATEMENTS OF CASH FLOWS
Years ended December 31, 2006, 2005 and 2004
 2006
    
    
    2005
    
    
    2004Cash flows from operating activitiesNet increase (decrease) in net assets from operations
    
    $
    6,577,280
    
    
    $
    (5,133,409
    )
    
    $
    5,578,660Adjustments to reconcile net increase (decrease) in net assets
to net cash provided by (used in) operating activities:Changes in operating assets and liabilities:US Government securities*
    
    
    8,230,541
    
    
    
    (3,438,346
    )
    
    
    (15,559,325
    )Due from brokers
    
    
    (4,806,227
    )
    
    
    6,206,789
    
    
    
    (3,019,412
    )Unrealized appreciation on open forward contracts
    
    
    1,611,080
    
    
    
    763,098
    
    
    
    (1,257,062
    )Futures contracts purchased
    
    
    1,499,416
    
    
    
    (1,465,625
    )
    
    
    526,404Unrealized depreciation on open forward contracts
    
    
    (479,792
    )
    
    
    173,327
    
    
    
    539,838Unrealized depreciation on open swap contracts
    
    
    (11,333
    )
    
    
    11,333
    
    
    
    Due to brokers
    
    
    (264,413
    )
    
    
    264,413
    
    
    
    (1,006,857
    )Futures contracts sold
    
    
    (3,817,442
    )
    
    
    (243,474
    )
    
    
    (68,813
    )Other receivable
    
    
    (88,391
    )
    
    
    
    
    
    
    Fees payable
    
    
    (10,316
    )
    
    
    (15,787
    )
    
    
    119,332Net cash provided by (used in) operating activities
    
    
    8,440,403
    
    
    
    (2,877,681
    )
    
    
    (14,147,235
    )Cash flows from financing activitiesSubscriptions, net of change in advance subscriptions
    
    
    3,495,009
    
    
    
    9,284,803
    
    
    
    19,262,169Redemptions, net of redemption payable
    
    
    (11,736,353
    )
    
    
    (7,964,779
    )
    
    
    (4,143,153
    )Net cash provided by (used in) financing activities
    
    
    (8,241,344
    )
    
    
    1,320,024
    
    
    
    15,119,016Net increase (decrease) in cash
    
    
    199,059
    
    
    
    (1,557,657
    )
    
    
    971,781Cash, beginning of year
    
    
    269,034
    
    
    
    1,826,691
    
    
    
    854,910Cash, end of year
    
    $
    468,093
    
    
    
    269,034
    
    
    $
    1,826,691Supplemental disclosure of non-cash financing activities2004 subscriptions received in 2003
    
    
    
    
    
    
    
    
    
    $
    920,3952005 subscriptions received in 2004
    
    
    
    
    
    $
    1,288,6302006 subscriptions received in 2005
    
    $
    165,780Redemptions payable
    
    $
    1,594,044
   39




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES A AND SERIES B
NOTES TO FINANCIAL STATEMENTS
December 31, 2006
 (1)
    
    Nature of OperationsOrganization and BusinessQuadriga Superfund, L.P. (the Fund), a Delaware Limited Partnership, commenced operations on
November 5, 2002. The Fund was organized to trade speculatively in the United States of America
(U.S.) and international commodity futures markets using a fully-automated computerized
trading system. The Fund has issued two classes of Units, Series A and Series B. The two Series
will be traded and managed the same way except for the degree of leverage.The term of the Fund shall continue until December 31, 2050, unless terminated earlier by the
General Partner or by operation of law or a decline in the aggregate net assets of such Series
to less than $500,000.(2)
    
    Significant Accounting Policies
 (a)
    
    Valuation of Investments in Futures and Forward ContractsAll commodity interests (including derivative financial instruments and derivative commodity
instruments) are used for trading purposes. The commodity interests are recorded on trade
date basis and open contracts are recorded in the statements of assets and liabilities at
fair value on the last business day of the period, which represents market value for those
commodity interests for which market quotes are readily available.Exchangetraded futures contracts are valued at settlement prices published by the
recognized exchange. Any spot and forward foreign currency contracts held by the Fund will
be valued at published settlement prices or at dealers quotes. The Fund uses the amortized
cost method for valuing the U.S. Treasury Bills due to the short-term nature of such
instrument; accordingly, the cost of securities plus accreted discount, or minus amortized
premium approximates fair value.(b)
    
    Translation of Foreign CurrencyAssets and liabilities denominated in foreign currencies are translated into U.S. dollar
amounts at the period end exchange rates. Purchases and sales of investments, and income and
expenses, that are denominated in foreign currencies, are translated into U.S. dollar
amounts on the transaction date. Adjustments arising from foreign currency transactions are
reflected in the statements of operations.The Fund does not isolate that portion of the results of operations arising from the effect
of changes in foreign exchange rates on investments from fluctuations from changes in market
prices of investments held. Such fluctuations are included in net gain (loss) on investments
in the statements of operations.(c)
    
    Investment Transactions and Related Investment IncomeInvestment transactions are accounted for on a trade-date basis. Interest income is
recognized on the accrual basis.(d)
    
    Income TaxesThe Fund does not record a provision for U.S. income taxes because the partners report their
share of the Funds income or loss on their returns. The financial statements reflect the
Funds transactions without adjustment, if any, required for income tax purposes.(e)
    
    Use of EstimatesThe preparation of financial statements in conformity with accounting principles generally
accepted in the United States of America requires Superfund Capital Management to make
estimates and assumptions that affect the amounts disclosed in the financial statements.
Actual results could differ from those estimates.(f)
    
    Recently Issued Accounting StandardsIn July 2006, the Financial Accounting Standards Board (FASB) issued FASB Interpretation
No. 48, Accounting for Uncertainty in Income Taxes- an interpretation of FASB Statement No.
109 (FIN 48), which clarifies the accounting for uncertainty in tax positions. FIN 48
requires that the Fund recognize in its financial statements, the impact of a tax position,
and if that position is more likely than not of being sustained on audit, based on the
technical merits of the position. Adoption of FIN 48 is effective for the Fund on January 1,
2007 and is to be applied to all open tax years as of the effective date. Management does
not believe the guidance provided by FIN 48 will have a material effect on the Funds
financial statements.In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, which defines fair
value, establishes a framework for measuring fair value, and expands disclosures about fair
value measurements, but does not change existing guidance as to whether an instrument is
carried at fair value. The provisions of SFAS No. 157 are effective for the Fund on January
1, 2008. The
Fund is currently evaluating the impact of adopting SFAS No. 157 on its financial
statements. At this time, the impact to the Funds financial statements has not been
determined.
 40




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##### Table of Contents



In September 2006, the SEC issued Staff Accounting Bulletin No. 108 (SAB 108),
Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in
Current Year Financial Statements, providing guidance on quantifying financial statement
misstatement and implementation (e.g. restatement or cumulative effect to assets,
liabilities, and retained earnings) when first applying this guidance. SAB 108 is effective
for the Fund for the year ended December 31, 2006. The adoption of SAB 108 did not have a
material effect on the Funds financial statements.
 (3)
    
    Due from/to BrokersDue from brokers consist of proceeds from securities sold. Amounts due from brokers may be
restricted to the extent that they serve as deposits for securities sold short. Amounts due to
brokers represent margin borrowings that are collateralized by certain securities.In the normal course of business, all of the Funds marketable securities transactions, money
balances, and marketable security positions are transacted with brokers. The Fund is subject to
credit risk to the extent any broker with which it conducts business is unable to fulfill
contractual obligations on its behalf. Superfund Capital Management monitors the financial
condition of such brokers and does not anticipate any losses from these counterparties.(4)
    
    Allocation of Net Profits and LossesIn accordance with the Third Amended and Restated Limited Partnership Agreement (the Limited
Partnership Agreement), net profits and losses of the Fund are allocated to partners according
to their respective interests in the Fund as of the beginning of each month.Advance subscriptions represent cash received prior to December 31, 2006 for contributions of
the subsequent month and do not participate in the earnings of the Fund until January 1, 2007.(5)
    
    Related Party TransactionsSuperfund Capital Management shall be paid a management fee equal to one-twelfth of 1.85% of
month end net assets (1.85% per annum) of net assets, organization and offering expenses equal
to one-twelfth of 1% of month end net assets (1% per annum), not to exceed the amount of actual
expenses incurred, and monthly operating expenses equal to one-twelfth of 0.15% of month end net
assets (0.15% per annum), not to exceed the amount of actual expenses incurred. In accordance
with the Prospectus dated September 27, 2006, included within the Registration Statement on Form
S-1 (File No. 333-136804 as subsequently supplemented), Superfund Asset Management, Inc., an
entity related to Superfund Capital Management by common ownership, shall be paid monthly
selling commissions equal to one-twelfth of 4% (4% per annum) of the month end net asset value
of the Fund. However, the maximum cumulative selling commission per Unit is limited to 10% of
the initial public offering price of Units sold pursuant to such Prospectus.Superfund Capital Management will also be paid a monthly performance/incentive fee equal to 25%
of the new appreciation without respect to interest income. Trading losses will be carried
forward and no further performance/incentive fee may be paid until the prior losses have been
recovered.These financial statements, which are presented on an accrual basis, reflect an increase in net
assets of $426,879 for Series A and $584,801 for Series B due to a reimbursement to the Fund by
Superfund Asset Management, Inc. for brokerage commissions that were charged in excess of $25
per round turn transaction as a result of foreign currency conversion. These reimbursement
amounts were recorded by the Fund as a receivable during the second quarter of 2006 and were
received by the Fund on August 17, 2006.(6)
    
    Financial Highlights
  SERIES A
    
    
    SERIES BTotal return:Total return before incentive fees*
    
    
    12.9
    %
    
    
    19.7
    %Incentive fees
    
    
    0.0
    
    
    
    0.0Total return after incentive fees*
    
    
    12.9
    %
    
    
    19.7
    %Ratio to average partners capitalOperating expenses before incentive fees
    
    
    10.1
    %
    
    
    11.1
    %Incentive fees
    
    
    0.0
    
    
    
    0.0Total expenses
    
    
    10.1
    %
    
    
    11.1
    %Net investment income (loss)
    
    
    (5.5
    )%
    
    
    (6.6
    )%Net asset value per unit, beginning of period
    
    $
    1,328.33
    
    
    $
    1,521,61Net investment income
    
    
    (75.48
    )
    
    
    (105.32
    )Net gain (loss) on investments
    
    
    238.80
    
    
    
    377.68Net increase from payments by affiliate
    
    
    8.55
    
    
    
    28.02Net asset value per unit, end of period
    
    $
    1,500.20
    
    
    $
    1,821.99Other per Unit information:Net increase (decrease) in net assets from operations per Unit (based upon weighted average
Number of Units during period)
    
    $
    166.24
    
    
    $
    288.01Net increase (decrease in net asset from operations per Unit (based upon change in net asset
value per Unit)
    
    $
    171.87
    
    
    $
    300.38
  41




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##### Table of Contents



SERIES A
    
    
    SERIES BTotal returnTotal return before incentive fees
    
    
    (9.4
    )%
    
    
    (12.1
    )%Incentive fees
    
    
    0.0
    
    
    
    0.0Total return after incentive fees
    
    
    (9.4
    )%
    
    
    (12.1
    )%Ratio to average partners capitalOperating expenses before incentive fees
    
    
    11.2
    %
    
    
    12.3
    %Incentive fees
    
    
    0.0
    
    
    
    0.0Total expenses
    
    
    11.2
    %
    
    
    12.3
    %Net investment loss
    
    
    (8.3
    )%
    
    
    (9.5
    )%Net assets value per unit, beginning of period
    
    $
    1,466.67
    
    
    $
    1,730.29Net investment income
    
    
    (228.62
    )
    
    
    (151.54
    )Net gain (loss) on investments
    
    
    90.28
    
    
    
    (57.14
    )Net asset value per unit, end of period
    
    $
    1,328.33
    
    
    $
    1,521.61Other per Unit information:Net increase (decrease) in net assets from operations per Unit (based upon weighted average
Number of Units during period)
    
    $
    (65.36
    )
    
    $
    (193.19
    )Net increase
(decrease) in net asset from operations per Unit (based upon change in net asset
value per Unit)
    
    $
    (138.34
    )
    
    $
    (208.68
    )Financial highlights for the period January 1, 2004 through December 31, 2004 are as follows:SERIES A
    
    
    SERIES BTotal returnTotal return before incentive fees
    
    
    13.6
    %
    
    
    20.0
    %Incentive fees
    
    
    (2.3
    )
    
    
    (3.2
    )Total return after incentive fees
    
    
    11.3
    %
    
    
    16.8
    %Ratio to average partners capitalOperating expenses before incentive fees
    
    
    10.8
    %
    
    
    12.4
    %Incentive fees
    
    
    2.7
    
    
    
    3.6Total expenses
    
    
    13.5
    %
    
    
    16.0
    %Net investment loss
    
    
    12.3
    %
    
    
    14.8
    %Net assets value per unit, beginning of period
    
    $
    1,317.23
    
    
    $
    1,481.19Net investment income
    
    
    (179.76
    )
    
    
    (244.77
    )Net gain on investments
    
    
    329.20
    
    
    
    493.87Net asset value per unit, end of period
    
    $
    1,466.67
    
    
    $
    1,730.29
  42




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##### Table of Contents



(7) Financial Instrument Risk
    
 (8) Subscriptions and Redemptions
   43




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.
              (Registrant)By:
    SUPERFUND CAPITAL MANAGEMENT, INC.General PartnerBy:
    /s/ Christian BahaChristian BahaChief Executive Officer  Title withSignature
    
    Superfund Capital Management
    
    Date/s/ Christian Baha

Christian Baha
    
    Chief Executive Officer
(Principal Executive Officer)
    
    March 30, 2007/s/ Nigel James

Nigel James
    
    Director and President
    
    March 30, 2007/s/ Roman Gregorig

Roman Gregorig
    
    Director, Vice President and Audit Committee Financial Expert
(Principal Financial Officer & Principal Accounting Officer)
    
    March 30, 2007
  
  By:
    /s/ Christian BahaChristian BahaChief Executive Officer 44




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##### Table of Contents



ExhibitNumber
    
    Description of Document10.01(h)
    
    Form of Series Exchange Subscription Agreement31.1
    
    Rule 13(a)-14((a)/15(d)-14(a) Certification of Principal Executive Officer31.2
    
    Rule 13(a)-14((a)/15(d)-14(a) Certification of Principal Financial Officer32.1
    
    Section 1350 Certification of Principal Executive Officer32.2
    
    Section 1350 Certification of Principal Financial Officer
  1.01(a)
    
    Form of Amendment to Selling Agreement among each Series,
Superfund Capital Management, Inc., and Superfund Asset
Management, Inc.
  3.01
    
    Form of Third Amended and Restated Limited Partnership Agreement of Quadriga Superfund, L.P.10.02
    
    Form of Subscription Agreement and Power of Attorney of Quadriga Superfund, L.P.
  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.
  10.01(g)
    
    Form of Administration, Accounting and Investor Services Agreement.
  1.01
    
    Form of Selling Agreement among each Series, Quadriga Capital Management, Inc., and Quadriga
Asset Management, Inc.1.02
    
    Form of Additional Selling Agreement among each Series, Quadriga Capital Management Inc. and
the Additional Selling Agent.3.02
    
    Certificate of Limited Partnership.10.01(b)
    
    Form of ADM Investor Services, Inc. Customer Agreement between each Series and ADM Investor
Services, Inc.10.01(c)
    
    Form of FIMAT USA, Inc. Customer Agreement between each Series and Fimat USA, Inc.10.01(d)
    
    Form of Man Financial Inc. Customer Agreement between each Series and Man Financial Inc.10.03(e)
    
    Forms of Bear Stearns Forex Inc. and Bear, Stearns Securities Corp. Customer Agreements
between each Series and Bear Stearns Forex Inc.10.01(f)
    
    Form of Barclays Capital Inc. Customer Agreement between each Series and Barclays Capital Inc.10.03(a)
    
    Form of Escrow Agreement between Series A and HSBC Bank USA.10.03(b)
    
    Form of Escrow Agreement between Series B and HSBC Bank USA.
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