##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the Fiscal Year Ended December 31, 2007
 Commission File Number 000-51634
 OR
 o
    
    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
    
    (IRS Employer Identification Number)incorporation or organization)
 
 (473) 439-2418
 None
  Units of Limited Partnership Interest
  o þ
  o þ
  þ o
 o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer þ
    
    Smaller reporting company o(do not check if smaller reporting company)
  o þ




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##### 



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 INDEXCertificationCertificationCertificationCertificationRule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive OfficerRule 13(a)-14(a)/15(d)-14(a) Certification 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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##### Table of Contents



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, 2007
    
    
    1,021.184
    
    
    
    1,516.88November 30, 2007
    
    
    1,157.372
    
    
    
    1,445.68December 31, 2007
    
    
    874.853
    
    
    
    1,486.44Total
    
    
    3,053.409
  Units
    
    Net Asset ValueMonth
    
    Redeemed
    
    per Unit ($)October 31, 2007
    
    
    1,063.746
    
    
    
    1,822.95November 30, 2007
    
    
    992.963
    
    
    
    1,699.25December 31, 2007
    
    
    788.315
    
    
    
    1,774.69Total
    
    
    2,845.024
 
 Item 6. Selected Financial Data
  For the year ended December 31, 2007:
 SERIES A
    
    SERIES BIncome Statement DataInvestment income:Interest income
    
    $
    2,882,259
    
    
    $
    1,299,435Expenses:Total expenses:
    
    $
    5,714,258
    
    
    $
    2,962,052Net investment losses:
    
    $
    (2,831,999
    )
    
    $
    (1,662,617
    )Realized and unrealized gain:Net realized gain on futures and forward contracts
    
    $
    8,343,543
    
    
    $
    4,791,805Net change in unrealized appreciation on futures and forward contracts
    
    $
    (6,799,351
    )
    
    $
    (4,688,831
    )Net decrease in net assets from operations:
    
    $
    (1,287,807
    )
    
    $
    (1,559,643
    )Net decrease in net assets from operations per Unit (based upon change in
net asset value per Unit during the period):
    
    $
    (13.76
    )
    
    $
    (47.30
    )Balance Sheet DataTotal assets:
    
    $
    62,193,428
    
    
    $
    28,625,992Total liabilities:
    
    $
    4,258,920
    
    
    $
    2,770,845Net assets:
    
    $
    57,934,508
    
    
    $
    25,855,147Net asset value per Unit:
    
    $
    1,486.44
    
    
    $
    1,774.69
 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
    
    
    $
    300.38
 9




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SERIES A
    
    SERIES BBalance 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
 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
    
    
    $
    321.42
 10




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SERIES A
    
    SERIES BBalance 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
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Introduction
  Liquidity
    Capital Resources
  Results of Operations
 2007
     11




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th
     rd
  12




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nd
     st
  13




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2006
        14




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th
 rd
     nd
 1 2 1 2
 15




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st
     2005
     16




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17




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Off-Balance Sheet Risk
   Off-Balance Sheet Arrangements
  Contractual Obligations
  Critical Accounting Policies  Valuation of The Funds Positions
  18




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Recently Issued Accounting Standards
   
 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
    19




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The Funds Trading Value at Risk in Different Market Sectors
   Average Value at
    
    
    % of Average
    
    
    Highest Value at
    
    
    Lowest Value atSector
    
    Risk
    
    
    Capitalization
    
    
    Risk
    
    
    RiskStock Indices
    
    $
    1,654,318
    
    
    
    2.76
    %
    
    $
    3,376,594
    
    
    $
    673,106Financial Futures
    
    $
    1,980,109
    
    
    
    3.30
    %
    
    $
    3,024,578
    
    
    $
    748,870Currencies
    
    $
    6,267,893
    
    
    
    10.44
    %
    
    $
    7,340,969
    
    
    $
    5,178,699Agricultural
    
    $
    532,180
    
    
    
    0.88
    %
    
    $
    759,080
    
    
    $
    398,755Energy
    
    $
    1,591,204
    
    
    
    2.65
    %
    
    $
    2,211,731
    
    
    $
    1,097,500Metals
    
    $
    1,040,853
    
    
    
    1.73
    %
    
    $
    1,547,037
    
    
    $
    255,376Total
    
    $
    9,907,892
    
    
    
    21.76
    %
   Average Value at
    
    
    % of Average
    
    
    Highest Value at
    
    
    Lowest Value atSector
    
    Risk
    
    
    Capitalization
    
    
    Risk
    
    
    RiskStock Indices
    
    $
    1,321,816
    
    
    
    5.02
    %
    
    $
    2,151,993
    
    
    $
    419,386Financial Futures
    
    $
    1,298,016
    
    
    
    4.93
    %
    
    $
    1,935,771
    
    
    $
    504,418Currencies
    
    $
    4,135,560
    
    
    
    15.69
    %
    
    $
    4,812,440
    
    
    $
    3,386,136Agricultural
    
    $
    357,326
    
    
    
    1.36
    %
    
    $
    499,965
    
    
    $
    274,505Energy
    
    $
    1,045,211
    
    
    
    3.97
    %
    
    $
    1,474,019
    
    
    $
    723,000Metals
    
    $
    688,911
    
    
    
    2.61
    %
    
    $
    1,025,572
    
    
    $
    165,518Total
    
    $
    8,846,840
    
    
    
    33.58
    %
   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
    %
 20




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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
    %
  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
 21




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Stock Indices
 Energy
 Metals
 Agricultural
 Qualitative Disclosures Regarding Non-Trading Risk Exposure
 General
 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 2007
    
    2nd Qtr 2007
    
    3rd Qtr 2007
    
    4th Qtr 2007Interest Income
    
    $
    847,926
    
    
    $
    735,223
    
    
    $
    706,474
    
    
    $
    592,636Net Realized and Unrealized Gains
(Losses) on Investments
    
    $
    (12,347,714
    )
    
    $
    11,173,200
    
    
    $
    (2,542,511
    )
    
    $
    5,261,217Total Expenses
    
    $
    1,606,757
    
    
    $
    1,432,888
    
    
    $
    1,345,937
    
    
    $
    1,328,676Net Income (Loss)
    
    $
    (13,105,573
    )
    
    $
    10,475,535
    
    
    $
    (3,181,974
    )
    
    $
    4,525,177Net Income (Loss) Per Unit*
    
    $
    (272.71
    )
    
    $
    219.64
    
    
    $
    (71.32
    )
    
    $
    107.36Net Increase (Decrease) in Net
Assets from Operations per Unit
    
    $
    (273.20
    )
    
    $
    222.60
    
    
    $
    (69.67
    )
    
    $
    106.51
 22




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##### Table of Contents



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
    )
    
    $
    11,293,160Total Expenses
    
    $
    1,601,643
    
    
    $
    1,742,072
    
    
    $
    1,518,937
    
    
    $
    1,779,789Net Income (Loss)
    
    $
    4,516,728
    
    
    $
    (1,869,863
    )
    
    $
    (4,957,256
    )
    
    $
    10,360,462Net 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
    )
    
    $
    207.00
 
 *
    
    Based on weighted average number of Units outstanding during the period.  Series B
 1st Qtr 2007
    
    2nd Qtr 2007
    
    3rd Qtr 2007
    
    4th Qtr 2007Interest Income
    
    $
    400,869
    
    
    $
    322,594
    
    
    $
    313,795
    
    
    $
    262,177Net Realized and Unrealized Gains
(Losses) on Investments
    
    $
    (8,539,065
    )
    
    $
    6,963,887
    
    
    $
    (1,806,573
    )
    
    $
    3,484,724Total Expenses
    
    $
    868,397
    
    
    $
    715,559
    
    
    $
    703,085
    
    
    $
    676,980Net Income (Loss)
    
    $
    (9,004,624
    )
    
    $
    6,570,922
    
    
    $
    (2,195,863
    )
    
    $
    3,069,923Net Income (Loss) per Unit *
    
    $
    (461.88
    )
    
    $
    353.64
    
    
    $
    (124.24
    )
    
    $
    186.68Net Increase (Decrease) in Net
Assets from Operations per Unit
    
    $
    (465.62
    )
    
    $
    358.63
    
    
    $
    (123.84
    )
    
    $
    183.53
 1stQtr 2006
    
    2nd Qtr 2006
    
    3rd Qtr 2006
    
    4th Qtr 2006Interest Income
    
    $
    412,029
    
    
    $
    430,037
    
    
    $
    398,744
    
    
    $
    421,639Net Realized and Unrealized Gains
(Losses) on Investments
    
    $
    4,795,120
    
    
    $
    (868,471
    )
    
    $
    (3,257,402
    )
    
    $
    7,755,856Total Expenses
    
    $
    1,146,514
    
    
    $
    1,098,756
    
    
    $
    856,375
    
    
    $
    993,428Net 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
    )
    
    $
    340.29
 
 *
    
    Based on weighted average number of Units outstanding during the period.  
 Item 9. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure
  
 Item 9A. Disclosure Controls And Procedures and Internal Control over Financial Reporting
 Controls and Procedures
  Changes in Internal Control over Financial Reporting
  23




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##### Table of Contents



Managements Annual Report on Internal Control over Financial Reporting
  
 
 
    
 Item 9B. Other Information
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance of The Registrant
 Identification of Directors and Executive Officers
    24




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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
  Code of Ethics
  Board of Director Nominees
  Audit Committee Financial Expert
  
 Item 11. Executive Compensation
   
 Item 12. Security Ownership Of Certain Beneficial Owners And Management and Related Shareholder Matters
 Security Ownership of Certain Beneficial Owners
  Security Ownership of Management
  25




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##### Table of Contents



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 29 hereof.(2)
    
    Financial Statement Schedules:Financial statement schedules have been omitted because they are not required or
because equivalent information has been included in the financial statements or notes thereto.
 (3)
    
    Exhibits as required by Item 601 of Regulation S-KThe following exhibits are included herewith.
 ExhibitNumber
    
    Description of Document31.1
    
    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
  ExhibitNumber
    
    Description of Document1.01(a)
    
    Form of Amendment to Selling Agreement among each
Series, Superfund Capital Management, Inc., and
Superfund Asset Management, Inc.
 26




---



##### Table of Contents



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.
 27




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     
 28




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES A
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2007 and December 31, 2006
 December 31, 2007
    
    
    December 31, 2006ASSETSUS Government securities, at fair value,
amortized cost $55,219,759 and $57,832,244 as of
December 31, 2007 and December 31, 2006, respectively
    
    $
    55,219,759
    
    
    $
    57,832,344Due from brokers
    
    
    5,505,137
    
    
    
    9,952,214Unrealized appreciation on open forward contracts
    
    
    229,714
    
    
    
    1,556,257Futures contracts purchased
    
    
    366,012
    
    
    
    693,920Futures contracts sold
    
    
    758,252
    
    
    
    5,962,156Cash
    
    
    114,554
    
    
    
    555,433Total assets
    
    
    62,193,428
    
    
    
    76,552,324LIABILITIESUnrealized depreciation on open forward contracts
    
    
    918,468
    
    
    
    977,472Advance subscriptions
    
    
    
    
    
    
    277,500Redemptions payable
    
    
    2,895,673
    
    
    
    2,552,956Due to affiliate
    
    
    133,276
    
    
    
    Fees payable
    
    
    311,503
    
    
    
    439,235Total liabilities
    
    
    4,258,920
    
    
    
    4,247,163NET ASSETS
    
    $
    57,934,508
    
    
    $
    72,305,161Number of Units
    
    
    38,975.348
    
    
    
    48,197.014Net asset value per Unit
    
    $
    1,486.44
    
    
    $
    1,500.20
  29




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES A
CONDENSED SCHEDULE OF INVESTMENTS
December 31, 2007
 Percentage ofFace Value
    
    
    Net Assets
    
    
    Fair ValueDebt Securities United States, at fair valueUnited States Treasury Bills due February 28, 2008
(amortized cost $55,219,759), securities are held in
margin
accounts as collateral for open futures and forwards
    
    $
    55,500,000
    
    
    
    95.3
    %
    
    $
    55,219,759Forward contracts, at fair valueUnrealized appreciation on forward contractsCurrencies
    
    
    
    
    
    
    0.4
    
    
    
    229,714Total unrealized appreciation on forward contracts
    
    
    
    
    
    
    0.4
    
    
    
    229,714Unrealized depreciation on forward contractsCurrencies
    
    
    
    
    
    
    (1.6
    )
    
    
    (918,468
    )Total unrealized depreciation on forward contracts
    
    
    
    
    
    
    (1.6
    )
    
    
    (918,468
    )Total forward contracts, at fair value
    
    
    
    
    
    
    (1.2
    )
    
    
    (688,754
    )Futures Contracts, at fair valueFutures Contracts PurchasedCurrencies
    
    
    
    
    
    
    (0.3
    )
    
    
    (153,958
    )Energy
    
    
    
    
    
    
    0.6
    
    
    
    326,355Financial
    
    
    
    
    
    
    0.2
    
    
    
    135,282Food & Fiber
    
    
    
    
    
    
    0.0
    *
    
    
    12,542Indices
    
    
    
    
    
    
    (0.1
    )
    
    
    (77,845
    )Livestock
    
    
    
    
    
    
    (0.0
    )*
    
    
    (3,100
    )Metals
    
    
    
    
    
    
    0.2
    
    
    
    126,736Total futures contracts purchased
    
    
    
    
    
    
    0.6
    
    
    
    366,012Futures Contracts SoldCurrencies
    
    
    
    
    
    
    (0.0
    )*
    
    
    (6,020
    )Energy
    
    
    
    
    
    
    0.0
    *
    
    
    31,270Financial
    
    
    
    
    
    
    0.5
    
    
    
    269,688Food & Fiber
    
    
    
    
    
    
    (0.0
    )*
    
    
    (20,205
    )Livestock
    
    
    
    
    
    
    0.1
    
    
    
    85,950Metals
    
    
    
    
    
    
    0.7
    
    
    
    397,569Total futures contracts sold
    
    
    
    
    
    
    1.3
    
    
    
    758,252Total futures contracts, at fair value
    
    
    
    
    
    
    1.9
    %
    
    $
    1,124,264Futures, swap and forward contracts by country compositionEuropean Monetary Union
    
    
    
    
    
    
    (0.3)
    %
    
    $
    (160,775
    )Japan
    
    
    
    
    
    
    0.5
    
    
    
    329,554United States
    
    
    
    
    
    
    1.3
    
    
    
    756,824Other
    
    
    
    
    
    
    (0.8
    )
    
    
    (490,093
    )Total futures and forward contracts by country
    
    
    
    
    
    
    0.7
    %
    
    $
    435,510
 
 *
    
    Due to rounding  30




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES A
CONDENSED SCHEDULE OF INVESTMENTS
December 31, 2006
 PercentageofFace 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 in margin
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
  31




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES A
STATEMENTS OF OPERATIONS
Years Ended December 31, 2007, 2006, and 2005
 2007
    
    
    2006
    
    
    2005Investment income,interest
    
    $
    2,882,259
    
    
    $
    3,010,369
    
    
    $
    1,165,809ExpensesManagement fee
    
    
    1,165,114
    
    
    
    1,237,907
    
    
    
    759,356Organization and offering expenses
    
    
    395,190
    
    
    
    669,139
    
    
    
    410,462Operating expenses
    
    
    94,469
    
    
    
    100,371
    
    
    
    61,569Selling commission
    
    
    2,519,166
    
    
    
    2,676,556
    
    
    
    1,641,851Brokerage commissions
    
    
    1,535,369
    
    
    
    1,953,214
    
    
    
    1,669,455Other
    
    
    4,950
    
    
    
    5,254
    
    
    
    6,996Total expenses
    
    
    5,714,258
    
    
    
    6,642,441
    
    
    
    4,549,689Net investment loss
    
    
    (2,831,999
    )
    
    
    (3,632,072
    )
    
    
    (3,383,880
    )Realized and unrealized gain (loss) on
investmentsNet realized gain (loss) on futures
and forward contracts
    
    
    8,343,543
    
    
    
    7,720,119
    
    
    
    (648,158
    )Net change in unrealized appreciation
on futures and forward contracts
    
    
    (6,799,351
    )
    
    
    3,535,145
    
    
    
    1,984,418Net gain on investments
    
    
    1,544,192
    
    
    
    11,255,264
    
    
    
    1,336,260Net increase from payments by affiliate
    
    
    
    
    
    
    426,879
    
    
    
    Net increase (decrease) in net assets from
operations
    
    $
    (1,287,807
    )
    
    $
    8,050,071
    
    
    $
    (2,047,620
    )
  32




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES A
STATEMENTS OF CHANGES IN NET ASSETS
Years ended December 31, 2007, 2006, and 2005
 2007
    
    
    2006
    
    
    2005Increase (decrease) in net assets from operations:Net investment loss
    
    $
    (2,831,999
    )
    
    $
    (3,632,072
    )
    
    $
    (3,383,880
    )Net realized gain (loss) on futures and
forward contracts
    
    
    8,343,543
    
    
    
    7,720,119
    
    
    
    (648,158
    )Net change in unrealized appreciation on
futures and forward contracts
    
    
    (6,799,351
    )
    
    
    3,535,145
    
    
    
    1,984,418Net increase from payment by affiliate
    
    
    
    
    
    
    426,879
    
    
    
    Net increase (decrease) in net assets from operations
    
    
    (1,287,807
    )
    
    
    8,050,071
    
    
    
    (2,047,620
    )Capital share transactionsIssuance of shares
    
    
    3,858,253
    
    
    
    17,399,062
    
    
    
    35,807,158Redemption of shares
    
    
    (16,941,099
    )
    
    
    (12,566,020
    )
    
    
    (6,105,759
    )Net increase (decrease) in net assets from capital
share transactions
    
    
    (13,082,846
    )
    
    
    4,833,042
    
    
    
    29,701,399Net increase (decrease) in net assets
    
    
    (14,370,653
    )
    
    
    12,883,113
    
    
    
    27,653,779Net assets, beginning of year
    
    
    72,305,161
    
    
    
    59,422,048
    
    
    
    31,768,269Net assets, end of year
    
    $
    57,934,508
    
    
    $
    72,305,161
    
    
    $
    59,422,048Units, beginning of year
    
    
    48,197.014
    
    
    
    44,734.441
    
    
    
    21,660.138Issuance of units
    
    
    2,795.381
    
    
    
    12,569.711
    
    
    
    27,740.454Redemption of units
    
    
    (12,017.047
    )
    
    
    (9,107.138
    )
    
    
    (4,666.151
    )Units, end of year
    
    
    38,975.348
    
    
    
    48,197.014
    
    
    
    44,734.441
  33




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##### Table of Contents



QUADRIGA
SUPERFUND, L.P.  SERIES A
STATEMENTS OF CASH FLOWS
Years ended December 31, 2007, 2006 and 2005
 2007
    
    
    2006
    
    
    2005Cash flows from operating activitiesNet increase (decrease) in net assets from operations
    
    $
    (1,287,807
    )
    
    $
    8,050,071
    
    
    $
    (2,047,620
    )Adjustments to reconcile net increase (decrease) in net assets
from operations to net cash provided by (used in) operating
activities:Changes in operating assets and liabilities:Gross purchases of U.S. government securities
    
    
    (235,232,002
    )
    
    
    (186,849,080
    )
    
    
    (103,552,844
    )Gross sales of U.S. government securities
    
    
    240,469,358
    
    
    
    185,042,641
    
    
    
    76,887,696Amortization of discounts and premiums
    
    
    (2,624,771
    )
    
    
    2,674,417
    
    
    
    1,047,343Due from brokers
    
    
    4,447,077
    
    
    
    (7,246,367
    )
    
    
    1,459,157Unrealized appreciation on open forward contracts
    
    
    1,326,543
    
    
    
    1,177,313
    
    
    
    (932,505
    )Futures contracts purchased
    
    
    327,908
    
    
    
    1,417,072
    
    
    
    (1,816,615
    )Unrealized depreciation on open forward contracts
    
    
    (59,004
    )
    
    
    (260,312
    )
    
    
    827,285Unrealized depreciation on open swap contracts
    
    
    
    
    
    
    (193,624
    )
    
    
    193,624Futures contracts sold
    
    
    5,203,904
    
    
    
    (5,675,594
    )
    
    
    (256,207
    )Due to affiliate
    
    
    133,276
    
    
    
    
    
    
    
    Fees payable
    
    
    (127,732
    )
    
    
    82,207
    
    
    
    170,626Net cash provided by (used in) operating activities
    
    
    12,576,750
    
    
    
    (7,130,090
    )
    
    
    (30,114,746
    )Cash flows from financing activitiesSubscriptions, net of change in advance subscriptions
    
    
    3,580,753
    
    
    
    16,809,669
    
    
    
    36,198,201Redemptions, net of redemption payable
    
    
    (16,598,382
    )
    
    
    (10,013,064
    )
    
    
    (6,105,759
    )Net cash provided by (used in) financing activities
    
    
    (13,017,629
    )
    
    
    6,796,605
    
    
    
    30,092,442Net decrease in cash
    
    
    (440,879
    )
    
    
    (333,485
    )
    
    
    (22,304
    )Cash, beginning of year
    
    
    555,433
    
    
    
    888,918
    
    
    
    911,222Cash, end of year
    
    $
    114,554
    
    
    $
    555,433
    
    
    $
    888,918Supplemental disclosure of non-cash financing activities2005 subscriptions received in 2004
    
    
    
    
    
    
    
    
    
    $
    475,8502006 subscriptions received in 2005
    
    
    
    
    
    $
    866,8932007 subscriptions received in 2006
    
    $
    277,500Redemptions payable
    
    $
    2,895,673
    
    
    $
    2,552,956
  34




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES B
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2007 and December 31, 2006
 December 31, 2007
    
    
    December 31, 2006ASSETSUS Government securities, at fair value,
amortized cost $24,013,695 and $28,172,293 as of
December 31, 2007 and December 31, 2006, respectively
    
    $
    24,013,695
    
    
    $
    28,172,293Due from brokers
    
    
    3,513,469
    
    
    
    4,806,227Due from affiliate
    
    
    133,276
    
    
    
    Unrealized appreciation on open forward contracts
    
    
    156,446
    
    
    
    1,059,483Futures contracts purchased
    
    
    233,786
    
    
    
    470,087Futures contracts sold
    
    
    501,945
    
    
    
    4,114,331Cash
    
    
    73,375
    
    
    
    468,093Other receivable
    
    
    
    
    
    
    88,391Total assets
    
    
    28,625,992
    
    
    
    39,178,905LIABILITIESUnrealized depreciation on open forward contracts
    
    
    607,349
    
    
    
    670,242Advance subscriptions
    
    
    
    
    
    
    259,808Redemptions payable
    
    
    2,092,474
    
    
    
    1,594,044Fees payable
    
    
    71,022
    
    
    
    223,118Total liabilities
    
    
    2,770,845
    
    
    
    2,747,212NET ASSETS
    
    $
    25,855,147
    
    
    $
    36,431,693Number of Units
    
    
    14,568.812
    
    
    
    19,995.520Net asset value per Unit
    
    $
    1,774.69
    
    
    $
    1,821.99
  35




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES B
CONDENSED SCHEDULE OF INVESTMENTS
December 31, 2007
 Percentage ofFace Value
    
    
    Net Assets
    
    
    Fair ValueDebt Securities United States, at fair valueUnited States Treasury Bills due February 28, 2008
(amortized cost $24,013,695), securities are held in margin
accounts as collateral for open futures and forwards
    
    $
    24,135,000
    
    
    
    92.9
    %
    
    $
    24,013,695Forward contracts, at fair valueUnrealized appreciation on forward contractsCurrencies
    
    
    
    
    
    
    0.6
    
    
    
    156,446Total unrealized appreciation on forward contracts
    
    
    
    
    
    
    0.6
    
    
    
    156,446Unrealized depreciation on forward contractsCurrencies
    
    
    
    
    
    
    (2.3
    )
    
    
    (607,349
    )Total unrealized depreciation on
forward contracts
    
    
    
    
    
    
    (2.3
    )
    
    
    (607,349
    )Total forward contracts, at fair value
    
    
    
    
    
    
    (1.7
    )
    
    
    (450,903
    )Futures contracts, at fair valueFutures contracts purchasedCurrencies
    
    
    
    
    
    
    (0.3
    )
    
    
    (97,491
    )Energy
    
    
    
    
    
    
    0.8
    
    
    
    216,449Financial
    
    
    
    
    
    
    0.3
    
    
    
    75,979Food & Fiber
    
    
    
    
    
    
    0.0
    *
    
    
    9,762Indices
    
    
    
    
    
    
    (0.2
    )
    
    
    (50,940
    )Livestock
    
    
    
    
    
    
    (0.0
    )*
    
    
    (2,000
    )Metals
    
    
    
    
    
    
    0.3
    
    
    
    82,027Total futures contracts purchased
    
    
    
    
    
    
    0.9
    
    
    
    233,786Futures contracts soldCurrencies
    
    
    
    
    
    
    (0.0
    )*
    
    
    (3,870
    )Energy
    
    
    
    
    
    
    0.0
    *
    
    
    12,840Financial
    
    
    
    
    
    
    0.7
    
    
    
    185,915Livestock
    
    
    
    
    
    
    0.3
    
    
    
    57,400Food & Fiber
    
    
    
    
    
    
    (0.1
    )
    
    
    (12,415
    )Metals
    
    
    
    
    
    
    1.0
    
    
    
    262,075Total futures contracts sold
    
    
    
    
    
    
    1.9
    
    
    
    501,945Total futures contracts, at fair value
    
    
    
    
    
    
    2.8
    %
    
    $
    735,731Futures and forward contracts by country compositionEuropean Monetary Union
    
    
    
    
    
    
    (0.4
    )%
    
    $
    (100,727
    )Japan
    
    
    
    
    
    
    0.8
    
    
    
    200,816United States
    
    
    
    
    
    
    1.9
    
    
    
    487,685Other
    
    
    
    
    
    
    (1.2
    )
    
    
    (302,746
    )Total futures and forward contracts by country
    
    
    
    
    
    
    1.1
    %
    
    $
    284,828
 
 *
    
    Due to rounding  36




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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 margin
accounts 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 purchasedCurrencies
    
    
    
    
    
    
    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 soldCurrencies
    
    
    
    
    
    
    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
  37




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES B
STATEMENTS OF OPERATIONS
Years Ended December 31, 2007, 2006, and 2005
 2007
    
    
    2006
    
    
    2005Investment income,interest
    
    $
    1,299,435
    
    
    $
    1,662,449
    
    
    $
    1,092,688ExpensesManagement fee
    
    
    535,198
    
    
    
    684,468
    
    
    
    727,205Organization and offering expenses
    
    
    182,051
    
    
    
    369,983
    
    
    
    393,084Operating expenses
    
    
    43,394
    
    
    
    55,498
    
    
    
    58,962Selling commission
    
    
    1,157,184
    
    
    
    1,479,931
    
    
    
    1,572,336Brokerage commissions
    
    
    1,042,451
    
    
    
    1,499,287
    
    
    
    2,062,396Other
    
    
    1,774
    
    
    
    5,906
    
    
    
    6,598Total expenses
    
    
    2,962,052
    
    
    
    4,095,073
    
    
    
    4,820,581Net investment loss
    
    
    (1,662,617
    )
    
    
    (2,432,624
    )
    
    
    (3,727,893
    )Realized and unrealized gain
(loss) on investmentsNet realized gain(loss) on futures and forward
contracts
    
    
    4,791,805
    
    
    
    7,227,032
    
    
    
    (2,166,857
    )Net change in unrealized appreciation on futures and
Forward contracts
    
    
    (4,688,831
    )
    
    
    1,198,071
    
    
    
    761,341Net gain (loss) on investments
    
    
    102,974
    
    
    
    8,425,103
    
    
    
    (1,405,516
    )Net increase from payments by Affiliate
    
    
    
    
    
    
    584,801
    
    
    
    Net increase (decrease) in net assets from operations
    
    $
    (1,559,643
    )
    
    $
    6,577,280
    
    
    $
    (5,133,409
    )
 38




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES B
STATEMENTS OF CHANGES IN NET ASSETS
Years ended December 31, 2007, 2006 and 2005
 2007
    
    
    2006
    
    
    2005Increase (decrease) in net assets from operationsNet investment loss
    
    $
    (1,662,617
    )
    
    $
    (2,432,624
    )
    
    $
    (3,727,893
    )Net realized gain (loss) on futures and forward contracts
    
    
    4,791,805
    
    
    
    7,227,032
    
    
    
    (2,166,857Net change in unrealized appreciation on futures and
forward
Contracts
    
    
    (4,688,831
    )
    
    
    1,198,071
    
    
    
    761,341Net increase from payments by affiliate
    
    
    
    
    
    
    584,801
    
    
    
    Net increase (decrease) in net assets from operations
    
    
    (1,559,643
    )
    
    
    6,577,280
    
    
    
    (5,133,409
    )Capital share transactionsIssuance of shares
    
    
    6,566,432
    
    
    
    3,400,981
    
    
    
    10,407,653Redemption of shares
    
    
    (15,583,335
    )
    
    
    (13,330,397
    )
    
    
    (7,964,779
    )Net increase(decrease) in net assets from capital share
transactions
    
    
    (9,016,903
    )
    
    
    (9,929,416
    )
    
    
    2,442,874Net decrease in net assets
    
    
    (10,576,546
    )
    
    
    (3,352,136
    )
    
    
    (2,690,535
    )Net assets, beginning of year
    
    
    36,431,693
    
    
    
    39,783,829
    
    
    
    42,474,364Net assets, end of year
    
    $
    25,855,147
    
    
    $
    36,431,693
    
    
    $
    39,783,829Units, beginning of year
    
    
    19,995.520
    
    
    
    26,145.940
    
    
    
    24,547.544Issuance of units
    
    
    4,138.938
    
    
    
    2,103.903
    
    
    
    6,884.857Redemption of units
    
    
    (9,565.646
    )
    
    
    (8,254.323
    )
    
    
    (5,286.461
    )Units, end of year
    
    
    14,568.812
    
    
    
    19,995.520
    
    
    
    26,145.940
  39




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES B
STATEMENTS OF CASH FLOWS
Years ended December 31, 2007, 2006 and 2005
 2007
    
    
    2006
    
    
    2005Cash flows from operating activitiesNet increase (decrease) in net assets from operations
    
    $
    (1,559,643
    )
    
    $
    6,577,280
    
    
    $
    (5,133,409
    )Adjustments to reconcile net increase (decrease) in net assets
to net cash provided by (used in) operating activities:Changes in operating assets and liabilities:Gross purchases of U.S. government securities
    
    
    (111,036,480
    )
    
    
    (93,416,005
    )
    
    
    (79,581,725
    )Gross sales of U.S. government securities
    
    
    116,367,155
    
    
    
    103,132,139
    
    
    
    77,327,217Amortization of discounts and premiums
    
    
    (1,172,077
    )
    
    
    1,485,593
    
    
    
    1,183,838Due from brokers
    
    
    1,292,758
    
    
    
    (4,806,227
    )
    
    
    6,206,789Due from affiliate
    
    
    (133,276
    )
    
    
    
    
    
    
    Unrealized appreciation on open forward contracts
    
    
    903,037
    
    
    
    1,611,080
    
    
    
    763,098Futures contracts purchased
    
    
    236,601
    
    
    
    1,499,416
    
    
    
    (1,465,625
    )Unrealized depreciation on open forward contracts
    
    
    (62,893
    )
    
    
    (479,792
    )
    
    
    173,327Unrealized depreciation on open swap contracts
    
    
    
    
    
    
    (11,333
    )
    
    
    11,333Due to brokers
    
    
    
    
    
    
    (264,413
    )
    
    
    264,413Futures contracts sold
    
    
    3,612,386
    
    
    
    (3,817,442
    )
    
    
    (243,474
    )Other receivable
    
    
    88,391
    
    
    
    (88,391
    )
    
    
    Fees payable
    
    
    (152,096
    )
    
    
    (10,316
    )
    
    
    (15,787
    )Net cash provided by (used in) operating activities
    
    
    8,383,563
    
    
    
    8,440,403
    
    
    
    (2,877,681
    )Cash flows from financing activitiesSubscriptions, net of change in advance subscriptions
    
    
    6,306,624
    
    
    
    3,495,009
    
    
    
    9,284,803Redemptions, net of redemption payable
    
    
    (15,084,905
    )
    
    
    (11,736,353
    )
    
    
    (7,964,779
    )Net cash provided by (used in) financing activities
    
    
    (8,778,281
    )
    
    
    (8,241,344
    )
    
    
    1,320,024Net increase (decrease) in cash
    
    
    (394,718
    )
    
    
    199,059
    
    
    
    (1,557,657
    )Cash, beginning of year
    
    
    468,093
    
    
    
    269,034
    
    
    
    1,826,691Cash, end of year
    
    $
    73,375
    
    
    
    468,093
    
    
    $
    269,034Supplemental disclosure of non-cash financing activities2005 subscriptions received in 2004
    
    
    
    
    
    
    
    
    
    $
    1,288,6302006 subscriptions received in 2005
    
    
    
    
    
    $
    165,7802007 subscriptions received in 2006
    
    $
    259,808Redemptions payable
    
    $
    2,092,474
    
    
    $
    1,594,044
  40




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES A AND SERIES B
NOTES TO FINANCIAL STATEMENTS
December 31, 2007
 (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, Investment Income, and ExpensesInvestment transactions are accounted for on a trade-date basis. Interest income and
expenses are 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. The provisions of FIN 48 are effective for fiscal years
beginning after December 15, 2006, with the cumulative effect of the change in accounting
principle recorded as an adjustment to opening retained earnings. The Fund adopted FIN 48
effective January 1, 2007. The adoption of FIN 48 did not have a material impact on the
Funds financial position or results of operations. The Fund files a U.S. federal tax return
annually. No income tax returns are currently under examination. The Funds U.S. federal
tax returns remain open for examination for the years ended December 31, 2004 through
December 31, 2007.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. The provisions of SFAS No. 157 are effective for
 41




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##### Table of Contents



fiscal years beginning after November 15, 2007. The Fund will adopt SFAS No. 157 effective
January 1, 2008. The Fund believes that the adoption of SFAS No. 157 effective January 1,
2008 will not have a material impact on the Funds financial position or results of
operations other than enhanced disclosurres.
 (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 for contributions of the
subsequent month and do not participate in the earnings of the Fund until the following January.(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. These financial statements also reflect a liability of
$133,276 for Series A and a receivable of $133, 276 for Series B as of December 31, 2007
resulting from the normal course of business operations.As of December 31, 2007, Superfund Capital Management owned 721.151 Units of Series A,
representing 1.76% of the total issued Units of Series A, and 258.538 Units of Series B,
representing 1.64% of the total issued Units of Series B, having a combined value of $1,530,771.(6)
    
    Financial Highlights
  SERIES A
    
    
    SERIES BTotal returnTotal return before incentive fees
    
    
    (0.9
    )%
    
    
    (2.6
    )%Incentive fees
    
    
    0.0
    
    
    
    0.0Total return after incentive fees
    
    
    (0.9
    )%
    
    
    (2.6
    )%Ratio to average partners capitalOperating expenses before incentive fees
    
    
    9.0
    %
    
    
    10.1
    %Incentive fees
    
    
    0.0
    
    
    
    0.0Total expenses
    
    
    9.0
    %
    
    
    10.1
    %Net investment loss
    
    
    (4.5
    )%
    
    
    (5.7
    )%
 42




---



##### Table of Contents



SERIES A
    
    
    SERIES BNet assets value per unit, beginning of period
    
    $
    1,500.20
    
    
    $
    1,821.99Net investment loss
    
    
    (62.28
    )
    
    
    (92.06
    )Net gain on investments
    
    
    48.52
    
    
    
    44.76Net asset value per unit, end of period
    
    $
    1,486.44
    
    
    $
    1,774.69Other per Unit information:Net increase
in net assets from operations per Unit (based upon weighted average Number of Units during period)
    
    $
    (28.48
    )
    
    $
    (87.18
    )Net increase in net asset from operations per Unit (based upon change in net asset
value per Unit)
    
    $
    (13.76
    )
    
    $
    (47.30
    )Financial highlights for the period January 1, 2006 through December 31, 2006 are as follows: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 loss
    
    
    (5.5
    )%
    
    
    (6.6
    )%Net asset value per unit, beginning of period
    
    $
    1,328.33
    
    
    $
    1,521,61Net investment loss
    
    
    (75.48
    )
    
    
    (105.32
    )Net gain 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
in net assets from operations per Unit (based upon weighted average Number of Units during period)
    
    $
    166.24
    
    
    $
    288.01Net increase in net assets from operations per Unit (based upon change in net asset
value per Unit)
    
    $
    171.87
    
    
    $
    300.38
 
 *
    
    The total return information includes a net increase in net assets from payments by affiliates in
the amount of $426,879 for Series A and $584,801 for Series B. If the net increase in net assets
from payments by affiliates was not included, the total return would have been 12.3% for Series A
and 17.9% for Series B.  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
    
    
    
    0.0
 43




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##### Table of Contents



SERIES A
    
    
    SERIES BTotal 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 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
    )
  (7) Financial Instrument Risk
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##### Table of Contents



(8)
    
    Subscriptions and RedemptionsInvestors must submit subscriptions at least five business days prior to the applicable
month-end closing date and they will be accepted once payments are received and cleared. All
subscriptions funds are required to be promptly transmitted to HSBC Bank USA (the Escrow
Agent). Subscriptions must be accepted or rejected by Superfund Capital Management within five
business days of receipt, and the settlement date for the deposit of subscription funds in
escrow must be within five business days of acceptance. No fees or costs will be assessed on any
subscription while held in escrow, irrespective of whether the subscription is accepted or
subscription funds returned. The Escrow Agent will invest the subscription funds in short-term
U.S. Treasury bills or comparable authorized instruments while held in escrow.A limited partner of a Series may request any or all of his investment in such Series be
redeemed by such Series at the net asset value of a Unit within such Series as of the end of the
month, subject to a minimum redemption of $1,000 and subject further to such limited partner
having an investment in such Series, after giving effect to the requested redemption, at least
equal to the minimum initial investment amount of $5,000. Limited partners must transmit a
written request of such withdrawal to Superfund Capital Management not less than ten business
days prior to the end of the month (or such shorter period as permitted by Superfund Capital
Management) as of which redemption is to be effective. Redemptions will generally be paid within
20 days after the date of redemption. However, in special circumstances, including, but not
limited to, inability to liquidate dealers positions as of a redemption date or default or
delay in payments due to each Series from clearing brokers, banks or other persons or entities,
each Series may in turn delay payment to persons requesting redemption of the proportionate part
of the net assets of each Series represented by the sums that are subject of such default or
delay.
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##### Table of Contents



QUADRIGA SUPERFUND, L.P.(Registrant)By:
    
    SUPERFUND CAPITAL MANAGEMENT, INC.General PartnerBy:
    
    /s/ Nigel JamesNigel JamesPresident
  Title withSignature
    
    Superfund Capital Management
    
    Date/s/ Nigel James
    
    President
    
    March 28, 2008Nigel James
    
    (Principal Executive Officer)/s/ Roman Gregorig
    
    Director, Vice President and Audit Committee Financial Expert
    
    March 28, 2008Roman Gregorig
    
    (Principal Financial Officer & Principal Accounting Officer)
  
  By:
    
    /s/ Nigel JamesNigel JamesPresident
 46




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##### Table of Contents



ExhibitNumber
    
    Description of Document10.01(g)
    
    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
 2006 with Amendment No. to the Funds
Registration Statement on Form S-1 (Reg. No. 3136804).
 1.01(a)
    
    Form of Amendment to Selling Agreement among each Series,
Superfund Capital Management, Inc., and Superfund Asset
Management, Inc.
  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.
 47