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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, 2008
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number 000-51634
 QUADRIGA SUPERFUND, L.P.
  DELAWARE
    
    98-0375395(State or other jurisdiction of 
incorporation or organization)
    
    (IRS Employer Identification Number)OTWAY BUILDING 
P.O. BOX 1479
GRAND ANSE 
ST. GEORGES, GRENADA 
WEST INDIES
    
    N/A(Address of principal executive offices)
    
    (Zip Code)
 (473) 439-2418
 None
  Units of Limited Partnership Interest
  o þ
  o þ
  þ o
 o
  Large accelerated filer oAccelerated filer oNon-accelerated filer o(Do not check if a smaller reporting company)Smaller reporting company þ  o þ




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##### 



TABLE OF CONTENTS
 PART I
    
    
    3ITEM 1. BUSINESS
    
    
    3ITEM 1A. RISK FACTORS
    
    
    4ITEM 2. PROPERTIES
    
    
    4ITEM 3. LEGAL PROCEEDINGS
    
    
    4ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
    
    
    4PART II
    
    
    4ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND
ISSUER PURCHASES OF EQUITY SECURITIES
    
    
    4ITEM 6. SELECTED FINANCIAL DATA
    
    
    5ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
    
    
    5ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
    
    
    14ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
    
    
    14ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
    
    
    14ITEM 9A. DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL
REPORTING
    
    
    14ITEM 9B. OTHER INFORMATION
    
    
    15PART III
    
    
    15ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
    
    
    15ITEM 11. EXECUTIVE COMPENSATION
    
    
    16ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
    
    
    16ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    
    
    16ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
    
    
    17PART IV
    
    
    17ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
    
    
    17SIGNATURES
    
    
    39EXHIBIT INDEX
    
    
    44CertificationCertificationCertificationCertificationEX-31.1EX-31.2EX-32.1EX-32.2
  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.
  
 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
  4




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Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities
  Issuer Purchases of Equity Securities
    Units
    
    Net Asset ValueMonth
    
    Redeemed
    
    per Unit ($)October 31, 2008
    
    
    1,631.126
    
    
    
    1,879.55November 30, 2008
    
    
    843.300
    
    
    
    1,907.21December 31, 2008
    
    
    877.209
    
    
    
    1,932.30Total
    
    
    3,351.635
  Units
    
    Net Asset ValueMonth
    
    Redeemed
    
    per Unit ($)October 31, 2008
    
    
    2,567.775
    
    
    
    2,466.62November 30, 2008
    
    
    1,961.564
    
    
    
    2,535.13December 31, 2008
    
    
    1,064.034
    
    
    
    2,600.96Total
    
    
    5,593.373
 
 Item 6. Selected Financial Data.
  
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Introduction
  Liquidity
    5




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Capital Resources
  Results of Operations
 2008
     th
    6




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rd
     nd
    7




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st
    2007
     th
  8




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rd
    9




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nd
     st
    10




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2006
         11




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th
 rd
     nd
 1 2 1 2
    12




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st
     Off-Balance Sheet Risk
   Off-Balance Sheet Arrangements
  Contractual Obligations
  Critical Accounting Policies  Valuation of the Funds Positions
  13




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Recently Issued Accounting Standards
 FASB Interpretation 161
   
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 8. Financial Statements and Supplementary Data.
  
 Item 9. Changes In And Disagreements With Accountants On Accounting And Financial Disclosure.
  
 Item 9A. Disclosure Controls And Procedures and Internal Control over Financial Reporting.
 Controls and Procedures
  Changes in Internal Control over Financial Reporting
  Managements Annual Report on Internal Control over Financial Reporting
  
    
    pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the Funds assets;
    
    provide reasonable assurance that transactions are recorded as necessary to permit
preparation of the Funds financial statements in accordance with generally accepted accounting
principles, and that the Funds receipts and expenditures are being made only in accordance with
authorizations of Superfund Capital Managements management and directors; and
 14




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
    
    provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Funds assets that could have a material effect on the
Funds financial statements.
    
 Item 9B. Other Information.
  
 PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance of The Registrant.
 Identification of Directors and Executive Officers
    Identification of Certain Significant Employees
  Family Relationships
  15




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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
  
 Item 13. Certain Relationships And Related Transactions, and Director Independence.
  16




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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 20 hereof.(2)
    
    Financial Statement Schedules:
  (3)
    
    Exhibits as required by Item 601 of Regulation S-K.The following exhibits are included herewith.
 ExhibitNumber
    
    Description of Document31.1
    
    Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer31.2
    
    Rule 13a-14(a)/15d-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)
    
    Selling Agreement, dated effective as of November 1, 2008, among Quadriga Superfund, L.P. and Superfund USA, Inc.
  10.01(h)
    
    Form of Series Exchange Subscription Agreement.
  17




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##### 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.
  1.02
    
    Form of Additional Selling Agreement among each Series, Quadriga
Capital Management Inc. and the Additional Selling Agent.3.02
    
    Certificate of Limited Partnership.10.03(a)
    
    Form of Escrow Agreement between Series A and HSBC Bank USA.10.03(b)
    
    Form of Escrow Agreement between Series B and HSBC Bank USA.
 18




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     
 19




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QUADRIGA SUPERFUND, L.P.  SERIES A
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2008, and December 31, 2007
 December 31, 2008
    
    
    December 31, 2007ASSETSUS Government securities, at fair value
(amortized cost $31,494,929 and $55,219,759 as of
December 31, 2008 and December 31, 2007, respectively)
    
    $
    31,494,929
    
    
    $
    55,219,759Due from brokers
    
    
    4,049,967
    
    
    
    5,505,137Unrealized appreciation on open forward contracts
    
    
    11,138
    
    
    
    229,714Futures contracts purchased
    
    
    735,529
    
    
    
    366,012Futures contracts sold
    
    
    109,330
    
    
    
    758,252Cash
    
    
    810,576
    
    
    
    114,554Total assets
    
    
    37,211,469
    
    
    
    62,193,428LIABILITIESUnrealized depreciation on open forward contracts
    
    
    43,336
    
    
    
    918,468Redemptions payable
    
    
    1,714,573
    
    
    
    2,895,673Due to affiliate
    
    
    300,000
    
    
    
    133,276Fees payable
    
    
    181,226
    
    
    
    311,503Total liabilities
    
    
    2,239,135
    
    
    
    4,258,920NET ASSETS
    
    $
    34,972,334
    
    
    $
    57,934,508Number of Units
    
    
    18,098.830
    
    
    
    38,975.348Net asset value per Unit
    
    $
    1,932.30
    
    
    $
    1,486.44
  20




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QUADRIGA SUPERFUND, L.P.  SERIES A
CONDENSED SCHEDULE OF INVESTMENTS
December 31, 2008
 Percentage ofFace Value
    
    
    Net Assets
    
    
    Fair ValueDebt Securities United States, at fair value
United States Treasury Bills due February 26, 2009
(amortized cost $31,494,929), securities are held in
margin
accounts as collateral for open futures and forwards
    
    $
    31,500,000
    
    
    
    90.1
    %
    
    $
    31,494,929Forward contracts, at fair valueUnrealized appreciation on forward contractsCurrency
    
    
    
    
    
    
    0.0
    %
    
    $
    11,138Total unrealized appreciation on forward contracts
    
    
    
    
    
    
    0.0
    *
    
    
    11,138Unrealized depreciation on forward contractsCurrency
    
    
    
    
    
    
    (0.1
    )
    
    
    (43,336
    )Total unrealized depreciation on forward contracts
    
    
    
    
    
    
    (0.1
    )
    
    
    (43,336
    )Total forward contracts, at fair value
    
    
    
    
    
    
    (0.1
    )%
    
    $
    (32,198
    )Futures Contracts, at fair valueFutures Contracts PurchasedCurrency
    
    
    
    
    
    
    0.3
    %
    
    $
    101,136Financial
    
    
    
    
    
    
    1.5
    
    
    
    508,908Food & Fiber
    
    
    
    
    
    
    0.1
    
    
    
    33,914Indices
    
    
    
    
    
    
    0.0
    *
    
    
    22,836Metals
    
    
    
    
    
    
    0.2
    
    
    
    68,735Total futures contracts purchased
    
    
    
    
    
    
    2.1
    
    
    
    735,529Futures Contracts SoldCurrency
    
    
    
    
    
    
    0.1
    
    
    
    38,025Energy
    
    
    
    
    
    
    0.2
    
    
    
    88,531Financial
    
    
    
    
    
    
    0.0
    *
    
    
    919Food & Fiber
    
    
    
    
    
    
    (0.1
    )
    
    
    (40,878
    )Indices
    
    
    
    
    
    
    (0.0)
    *
    
    
    (7,067
    )Livestock
    
    
    
    
    
    
    0.1
    
    
    
    23,400Metals
    
    
    
    
    
    
    0.0
    *
    
    
    6,400Total futures contracts sold
    
    
    
    
    
    
    0.3
    
    
    
    109,330Total futures contracts, at fair value
    
    
    
    
    
    
    2.4
    %
    
    $
    844,859Futures and forward contracts by country compositionEuropean Monetary Union
    
    
    
    
    
    
    0.4
    %
    
    $
    153,538Great Britain
    
    
    
    
    
    
    0.3
    
    
    
    110,392United States
    
    
    
    
    
    
    1.1
    
    
    
    369,143Other
    
    
    
    
    
    
    0.5
    
    
    
    179,588Total futures and forward contracts by country
    
    
    
    
    
    
    2.3
    %
    
    $
    812,661
 
 *
    
    Due to rounding  21




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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 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  22




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QUADRIGA SUPERFUND, L.P.  SERIES A
STATEMENTS OF OPERATIONS
Years Ended December 31, 2008, 2007, and 2006
 2008
    
    
    2007
    
    
    2006Investment income,interest
    
    $
    917,244
    
    
    $
    2,882,259
    
    
    $
    3,010,369ExpensesIncentive fee
    
    
    1,786,681
    
    
    
    
    
    
    
    Management fee
    
    
    813,892
    
    
    
    1,165,114
    
    
    
    1,237,907Ongoing offering expenses
    
    
    439,942
    
    
    
    395,190
    
    
    
    669,139Operating expenses
    
    
    65,991
    
    
    
    94,469
    
    
    
    100,371Selling commission
    
    
    1,759,767
    
    
    
    2,519,166
    
    
    
    2,676,556Brokerage commissions
    
    
    615,631
    
    
    
    1,535,369
    
    
    
    1,953,214Other
    
    
    17,006
    
    
    
    4,950
    
    
    
    5,254Total expenses
    
    
    5,498,910
    
    
    
    5,714,258
    
    
    
    6,642,441Net investment loss
    
    
    (4,581,666
    )
    
    
    (2,831,999
    )
    
    
    (3,632,072
    )Realized and unrealized gain (loss) on investmentsNet realized gain on futures
and forward contracts
    
    
    17,288,029
    
    
    
    8,343,543
    
    
    
    7,720,119Net change in unrealized appreciation (depreciation)
on futures and forward contracts
    
    
    377,151
    
    
    
    (6,799,351
    )
    
    
    3,535,145Net gain on investments
    
    
    17,665,180
    
    
    
    1,544,192
    
    
    
    11,255,264Net increase from payments by affiliate
    
    
    
    
    
    
    
    
    
    
    426,879Net increase (decrease) in net assets from
operations
    
    $
    13,083,514
    
    
    $
    (1,287,807
    )
    
    $
    8,050,071Net increase (decrease) in net assets from
operations per unit (based upon weighted average
number of units outstanding during period)
    
    $
    523.26
    
    
    $
    (28.48
    )
    
    $
    166.24Net increase (decrease) in net assets from
operations per unit (based upon change in net asset
value per unit during period)
    
    $
    445.86
    
    
    $
    (13.76
    )
    
    $
    171.87
  23




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QUADRIGA SUPERFUND, L.P.  SERIES A
STATEMENTS OF CHANGES IN NET ASSETS
Years ended December 31, 2008, 2007, and 2006
 2008
    
    
    2007
    
    
    2006Increase (decrease) in net assets from operations:Net investment loss
    
    $
    (4,581,666
    )
    
    $
    (2,831,999
    )
    
    $
    (3,632,072
    )Net realized gain on futures and forward contracts
    
    
    17,288,029
    
    
    
    8,343,543
    
    
    
    7,720,119Net change in unrealized appreciation
(depreciation) on futures and forward contracts
    
    
    377,151
    
    
    
    (6,799,351
    )
    
    
    3,535,145Net increase from payment by affiliate
    
    
    
    
    
    
    
    
    
    
    426,879Net increase (decrease) in net assets from operations
    
    
    13,083,514
    
    
    
    (1,287,807
    )
    
    
    8,050,071Capital share transactionsIssuance of shares
    
    
    6,800,873
    
    
    
    3,858,253
    
    
    
    17,399,062Redemption of shares
    
    
    (42,846,561
    )
    
    
    (16,941,099
    )
    
    
    (12,566,020
    )Net increase (decrease) in net assets from capital share
transactions
    
    
    (36,045,688
    )
    
    
    (13,082,846
    )
    
    
    4,833,042Net increase (decrease) in net assets
    
    
    (22,962,174
    )
    
    
    (14,370,653
    )
    
    
    12,883,113Net assets, beginning of year
    
    
    57,934,508
    
    
    
    72,305,161
    
    
    
    59,422,048Net assets, end of year
    
    $
    34,972,334
    
    
    $
    57,934,508
    
    
    $
    72,305,161Units, beginning of year
    
    
    38,975.348
    
    
    
    48,197.014
    
    
    
    44,734.441Issuance of units
    
    
    3,874.666
    
    
    
    2,795.381
    
    
    
    12,569.711Redemption of units
    
    
    (24,751.184
    )
    
    
    (12,017.047
    )
    
    
    (9,107.138
    )Units, end of year
    
    
    18,098.830
    
    
    
    38,975.348
    
    
    
    48,197.014
  24




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QUADRIGA SUPERFUND, L.P.  SERIES A
STATEMENTS OF CASH FLOWS
Years ended December 31, 2008, 2007 and 2006
 2008
    
    
    2007
    
    
    2006Cash flows from operating activitiesNet increase (decrease) in net assets from operations
    
    $
    13,083,514
    
    
    $
    (1,287,807
    )
    
    $
    8,050,071Adjustments 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
    
    
    (155,825,083
    )
    
    
    (235,232,002
    )
    
    
    (186,849,080
    )Gross sales of U.S. government securities
    
    
    180,364,661
    
    
    
    240,469,358
    
    
    
    185,042,641Amortization of discounts and premiums
    
    
    (814,748
    )
    
    
    (2,624,771
    )
    
    
    (2,674,417
    )Due from brokers
    
    
    1,455,170
    
    
    
    4,447,077
    
    
    
    (7,246,367
    )Due to affiliate
    
    
    166,724
    
    
    
    133,276
    
    
    
    Unrealized appreciation on open forward contracts
    
    
    218,576
    
    
    
    1,326,543
    
    
    
    1,177,313Futures contracts purchased
    
    
    (369,517
    )
    
    
    327,908
    
    
    
    1,417,072Unrealized depreciation on open forward contracts
    
    
    (875,132
    )
    
    
    (59,004
    )
    
    
    (260,312
    )Unrealized depreciation on open swap contracts
    
    
    
    
    
    
    
    
    
    
    (193,624
    )Futures contracts sold
    
    
    648,922
    
    
    
    5,203,904
    
    
    
    (5,675,594
    )Fees payable
    
    
    (130,277
    )
    
    
    (127,732
    )
    
    
    82,207Net cash provided by (used in) operating activities
    
    
    37,922,810
    
    
    
    12,576,750
    
    
    
    (7,130,090
    )Cash flows from financing activitiesSubscriptions, net of change in advance subscriptions
    
    
    6,800,873
    
    
    
    3,580,753
    
    
    
    16,809,669Redemptions, net of redemptions payable
    
    
    (44,027,661
    )
    
    
    (16,598,382
    )
    
    
    (10,013,064
    )Net cash provided by (used in) financing activities
    
    
    (37,226,788
    )
    
    
    (13,017,629
    )
    
    
    6,796,605Net increase (decrease) in cash
    
    
    696,022
    
    
    
    (440,879
    )
    
    
    (333,485
    )Cash, beginning of year
    
    
    114,554
    
    
    
    555,433
    
    
    
    888,918Cash, end of year
    
    $
    810,576
    
    
    $
    114,554
    
    
    $
    555,433Supplemental disclosure of non-cash financing activities2006 subscriptions received in 2005
    
    
    
    
    
    
    
    
    
    $
    866,8932007 subscriptions received in 2006
    
    
    
    
    
    $
    277,5002008 subscriptions received in 2007
    
    $
    0Redemptions payable
    
    $
    1,714,573
    
    
    $
    2,895,673
    
    
    $
    2,552,956
  25




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES B
STATEMENTS OF ASSETS AND LIABILITIES
December 31, 2008, and December 31, 2007
 December 31, 2008
    
    
    December 31, 2007ASSETSUS Government securities, at fair value,
(amortized cost $54,825,911 and $24,013,695 as of
December 31, 2008 and December 31, 2007, respectively)$
    54,825,911
    
    
    $
    24,013,695Due from brokers
    
    
    5,961,708
    
    
    
    3,513,469Due from affiliate
    
    
    
    
    
    
    133,276Unrealized appreciation on open forward contracts
    
    
    44,878
    
    
    
    156,446Futures contracts purchased
    
    
    1,978,090
    
    
    
    233,786Futures contracts sold
    
    
    407,977
    
    
    
    501,945Cash
    
    
    668,701
    
    
    
    73,375Total assets
    
    
    63,887,265
    
    
    
    28,625,992LIABILITIESUnrealized depreciation on open forward contracts
    
    
    163,504
    
    
    
    607,349Redemptions payable
    
    
    2,767,509
    
    
    
    2,092,474Fees payable
    
    
    339,201
    
    
    
    71,022Total liabilities
    
    
    3,270,214
    
    
    
    2,770,845NET ASSETS
    
    $
    60,617,051
    
    
    $
    25,855,147Number of Units
    
    
    23,305.633
    
    
    
    14,568.812Net asset value per Unit
    
    $
    2,600.96
    
    
    $
    1,774.69
  26




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES B
CONDENSED SCHEDULE OF INVESTMENTS
December 31, 2008
 Percentage ofFace Value
    
    
    Net Assets
    
    
    Fair ValueDebt Securities United States, at fair valueUnited States Treasury Bills due February 26, 2009
(amortized cost $54,825,911), securities are held in margin
accounts as collateral for open futures and
forwards
    
    $
    54,835,000
    
    
    
    90.4
    %
    
    $
    54,825,911Forward contracts, at fair valueUnrealized appreciation on forward contractsCurrency
    
    
    
    
    
    
    0.1
    %
    
    $
    44,878Total unrealized appreciation on forward contracts
    
    
    
    
    
    
    0.1
    
    
    
    44,878Unrealized depreciation on forward contractsCurrency
    
    
    
    
    
    
    (0.3
    )
    
    
    (163,504
    )Total unrealized depreciation on
forward contracts
    
    
    
    
    
    
    (0.3
    )
    
    
    (163,504
    )Total forward contracts, at fair value
    
    
    
    
    
    
    (0.2
    )%
    
    $
    (118,626
    )Futures contracts, at fair valueFutures contracts purchasedCurrency
    
    
    
    
    
    
    0.5
    %
    
    $
    282,349Financial
    
    
    
    
    
    
    2.5
    
    
    
    1,535,102Food & Fiber
    
    
    
    
    
    
    0.2
    
    
    
    91,596Indices
    
    
    
    
    
    
    0.1
    
    
    
    69,043Total futures contracts purchased
    
    
    
    
    
    
    3.3
    
    
    
    1,978,090Futures contracts soldCurrency
    
    
    
    
    
    
    0.2
    
    
    
    101,335Energy
    
    
    
    
    
    
    0.5
    
    
    
    319,932Financial
    
    
    
    
    
    
    (0.1
    )
    
    
    (30,335
    )Livestock
    
    
    
    
    
    
    0.1
    
    
    
    64,110Indices
    
    
    
    
    
    
    (0.1
    )
    
    
    (85,438
    )Food & Fiber
    
    
    
    
    
    
    (0.2
    )
    
    
    (144,632
    )Metals
    
    
    
    
    
    
    0.3
    
    
    
    183,005Total futures contracts sold
    
    
    
    
    
    
    0.7
    
    
    
    407,977Total futures contracts, at fair value
    
    
    
    
    
    
    4.0
    %
    
    $
    2,386,067Futures and forward contracts by country compositionEuropean Monetary Union
    
    
    
    
    
    
    0.7
    %
    
    $
    425,341Great Britain
    
    
    
    
    
    
    0.5
    
    
    
    291,376United States
    
    
    
    
    
    
    1.9
    
    
    
    1,142,037Other
    
    
    
    
    
    
    0.7
    
    
    
    408,687Total futures and forward contracts by country
    
    
    
    
    
    
    3.8
    %
    
    $
    2,267,441
  27




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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 contractsCurrency
    
    
    
    
    
    
    0.6
    %
    
    $
    156,446Total unrealized appreciation on forward contracts
    
    
    
    
    
    
    0.6
    
    
    
    156,446Unrealized depreciation on forward contractsCurrency
    
    
    
    
    
    
    (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 purchasedCurrency
    
    
    
    
    
    
    (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 soldCurrency
    
    
    
    
    
    
    (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
    
    
    
    200,616United States
    
    
    
    
    
    
    1.9
    
    
    
    487,685Other
    
    
    
    
    
    
    (1.2
    )
    
    
    (302,746
    )Total futures and forward contracts by country
    
    
    
    
    
    
    1.1
    %
    
    $
    284,828
 
 *
    
    Due to rounding  28




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES B
STATEMENTS OF OPERATIONS
Years Ended December 31, 2008, 2007, and 2006
 2008
    
    
    2007
    
    
    2006Investment income,interest
    
    $
    792,092
    
    
    $
    1,299,435
    
    
    $
    1,662,449ExpensesIncentive fee
    
    
    3,831,165
    
    
    
    
    
    
    
    Management fee
    
    
    936,891
    
    
    
    535,198
    
    
    
    684,468Ongoing offering expenses
    
    
    506,427
    
    
    
    182,051
    
    
    
    369,983Operating expenses
    
    
    75,964
    
    
    
    43,394
    
    
    
    55,498Selling commission
    
    
    2,025,709
    
    
    
    1,157,184
    
    
    
    1,479,931Brokerage commissions
    
    
    971,657
    
    
    
    1,042,451
    
    
    
    1,499,287Other
    
    
    25,066
    
    
    
    1,774
    
    
    
    5,906Total expenses
    
    
    8,372,879
    
    
    
    2,962,052
    
    
    
    4,095,073Net investment loss
    
    
    (7,580,787
    )
    
    
    (1,662,617
    )
    
    
    (2,432,624
    )Realized and unrealized gain
(loss) on investmentsNet realized gain on futures and forward
contracts
    
    
    22,944,445
    
    
    
    4,791,805
    
    
    
    7,227,032Net change in unrealized appreciation
(depreciation) on futures and forward
contracts
    
    
    1,982,613
    
    
    
    (4,688,831
    )
    
    
    1,198,071Net gain on investments
    
    
    24,927,058
    
    
    
    102,974
    
    
    
    8,425,103Net increase from payments by affiliate
    
    
    
    
    
    
    
    
    
    
    584,801Net increase (decrease) in net assets from
operations
    
    $
    17,346,271
    
    
    $
    (1,559,643
    )
    
    $
    6,577,280Net increase (decrease) in net assets from
operations per unit (based upon weighted
average number of units outstanding during
period)
    
    $
    786.52
    
    
    $
    (87.18
    )
    
    $
    288.01Net increase (decrease) in net assets from
operations per unit (based upon change in net
asset value per unit during period)
    
    $
    826.27
    
    
    $
    (47.30
    )
    
    $
    300.38
  29




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES B
STATEMENTS OF CHANGES IN NET ASSETS
Years ended December 31, 2008, 2007 and 2006
 2008
    
    
    2007
    
    
    2006Increase (decrease) in net assets from operationsNet investment loss
    
    $
    (7,580,787
    )
    
    $
    (1,662,617
    )
    
    $
    (2,432,624
    )Net realized gain on futures and forward contracts
    
    
    22,944,445
    
    
    
    4,791,805
    
    
    
    7,227,032Net change in unrealized appreciation
(depreciation) on futures and forward contracts
    
    
    1,982,613
    
    
    
    (4,688,831
    )
    
    
    1,198,071Net increase from payments by affiliate
    
    
    
    
    
    
    
    
    
    
    584,801Net increase (decrease) in net assets from operations
    
    
    17,346,271
    
    
    
    (1,559,643
    )
    
    
    6,577,280Capital share transactionsIssuance of shares
    
    
    38,379,823
    
    
    
    6,566,432
    
    
    
    3,400,981Redemption of shares
    
    
    (20,964,190
    )
    
    
    (15,583,335
    )
    
    
    (13,330,397
    )Net increase (decrease) in net assets from capital
share transactions
    
    
    17,415,633
    
    
    
    (9,016,903
    )
    
    
    (9,929,416
    )Net increase (decrease) in net assets
    
    
    34,761,904
    
    
    
    (10,576,546
    )
    
    
    (3,352,136
    )Net assets, beginning of year
    
    
    25,855,147
    
    
    
    36,431,693
    
    
    
    39,783,829Net assets, end of year
    
    $
    60,617,051
    
    
    $
    25,855,147
    
    
    $
    36,431,693Units, beginning of year
    
    
    14,568.812
    
    
    
    19,995.520
    
    
    
    26,145.940Issuance of units
    
    
    17,593.459
    
    
    
    4,138.938
    
    
    
    2,103.903Redemption of units
    
    
    (8,856.638
    )
    
    
    (9,565.646
    )
    
    
    (8,254.323
    )Units, end of year
    
    
    23,305.633
    
    
    
    14,568.812
    
    
    
    19,995.520
  30




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##### Table of Contents



QUADRIGA SUPERFUND, L.P.  SERIES B
STATEMENTS OF CASH FLOWS
Years ended December 31, 2008, 2007 and 2006
 2008
    
    
    2007
    
    
    2006Cash flows from operating activitiesNet increase (decrease) in net assets from operations
    
    $
    17,346,271
    
    
    $
    (1,559,643
    )
    
    $
    6,577,280Adjustments 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
    
    
    (181,821,630
    )
    
    
    (111,036,480
    )
    
    
    (93,416,005
    )Gross sales of U.S. government securities
    
    
    151,644,442
    
    
    
    116,367,155
    
    
    
    103,132,139Amortization of discounts and premiums
    
    
    (635,028
    )
    
    
    (1,172,077
    )
    
    
    (1,485,593
    )Due from brokers
    
    
    (2,448,239
    )
    
    
    1,292,758
    
    
    
    (4,806,227
    )Other receivable
    
    
    
    
    
    
    88,391
    
    
    
    (88,391
    )Due from affiliate
    
    
    133,276
    
    
    
    (133,276
    )
    
    
    Unrealized appreciation on open forward contracts
    
    
    111,568
    
    
    
    903,037
    
    
    
    1,611,080Futures contracts purchased
    
    
    (1,744,304
    )
    
    
    236,301
    
    
    
    1,499,416Unrealized depreciation on open forward contracts
    
    
    (443,845
    )
    
    
    (62,893
    )
    
    
    (479,792
    )Unrealized depreciation on open swap contracts
    
    
    
    
    
    
    
    
    
    
    (11,333
    )Due to brokers
    
    
    
    
    
    
    
    
    
    
    (264,413
    )Futures contracts sold
    
    
    93,968
    
    
    
    3,612,386
    
    
    
    (3,817,442
    )Fees payable
    
    
    268,179
    
    
    
    (152,096
    )
    
    
    (10,316
    )Net cash provided by (used in) operating activities
    
    
    (17,495,342
    )
    
    
    8,383,563
    
    
    
    8,440,403Cash flows from financing activitiesSubscriptions, net of change in advance subscriptions
    
    
    38,379,823
    
    
    
    6,306,624
    
    
    
    3,495,009Redemptions, net of redemption payable
    
    
    (20,289,155
    )
    
    
    (15,084,905
    )
    
    
    (11,736,353
    )Net cash provided by (used in) financing activities
    
    
    18,090,668
    
    
    
    (8,778,281
    )
    
    
    (8,241,344
    )Net increase (decrease) in cash
    
    
    595,326
    
    
    
    (394,718
    )
    
    
    199,059Cash, beginning of year
    
    
    73,375
    
    
    
    468,093
    
    
    
    269,034Cash, end of year
    
    $
    668,701
    
    
    
    73,375
    
    
    $
    468,093Supplemental disclosure of non-cash financing activities2006 subscriptions received in 2005
    
    
    
    
    
    
    
    
    
    $
    165,7802007 subscriptions received in 2006
    
    
    
    
    
    $
    259,8082008 subscriptions received in 2007
    
    $
    0Redemptions payable
    
    $
    2,767,509
    
    
    $
    2,092,474
    
    
    $
    1,594,044
  31




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QUADRIGA SUPERFUND, L.P.  SERIES A AND SERIES B
NOTES TO FINANCIAL STATEMENTS
December 31, 2008
 (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 Series).
The two Series will be traded and managed the same way except for the degree of leverage.The term of the Fund shall continue until December 31, 2050, unless terminated earlier by the
Funds general partner, Superfund Capital Management, Inc. (Superfund Capital Management) or
by operation of law or a decline in the aggregate net assets of such Series to less than
$500,000.(2)
    
    Significant Accounting Policies
 (a)
    
    Valuation of Investments in Futures Contracts, Forward Contracts, and U.S Treasury BillsAll commodity interests (including derivative financial instruments and derivative commodity
instruments) are used for trading purposes. The commodity interests are recorded on a trade
date basis and open contracts are recorded in the statements of assets and liabilities at
fair value on the last business day of the period, which represents market value for those
commodity interests for which market quotes are readily available.Exchange-traded futures contracts are valued at settlement prices published by the
recognized exchange. Any spot and forward foreign currency contracts held by the Fund will
be valued at published settlement prices or at dealers quotes. The Fund uses the amortized
cost method for valuing U.S. Treasury Bills due to the short-term nature of such instrument;
accordingly, the cost of securities plus accreted discount, or minus amortized premium
approximates fair value (See Section (2)(g)  Fair Value Measurements).(b)
    
    Translation of Foreign 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.Superfund Capital Management has continued to evaluate the application of Financial
Accounting Standards Board (FASB) Interpretation No. 48, Accounting for Uncertainty in
Income Taxes  an interpretation of FASB Statement No. 109 (FIN 48), to the Fund, and
has determined that FIN 48 does not have a material impact on the Funds financial
statements. The Fund files federal and state tax returns. The 2005 through 2008 tax years
generally remain subject to examination by the U.S federal and most state tax authorities.(e)
    
    Use of EstimatesThe preparation of financial statements in conformity with accounting principles generally
accepted in the U.S. requires Superfund Capital Management to make estimates and
assumptions that affect the amounts disclosed in the financial statements. Actual results
could differ from those estimates.(f)
    
    Recently Issued Accounting StandardsIn March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and
Hedging Activities. The provisions are effective for fiscal years beginning after November
15, 2008. SFAS 161 is intended to improve financial reporting for derivative
instruments by requiring enhanced disclosure that enables investors to understand how and
why an entity uses derivatives, how derivatives are accounted for, and how derivative
instruments affect an entitys results of operations and financial position.
 32




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##### Table of Contents



Management is currently evaluating the implications of SFAS 161. The impact on the Funds
financial statement disclosures, if any, is currently being assessed.The effective dates for reporting under SFAS 161 were clarified in FSP FAS 133-1, issued on
September 12, 2008. The FASB Staff Position clarified that the FASBs intent as to the
reporting requirements imposed under SFAS 161 was for entities to begin providing the
additional disclosures for the first reporting period beginning after November 15, 2008. The
Fund will make the required SFAS 161 disclosures in its Form 10-Q for the quarterly period
ending March 31, 2009.(g)
    
    Fair Value MeasurementsThe Fund follows Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value
Measurements. The provisions of SFAS No. 157 are effective for fiscal years beginning after
November 15, 2007. SFAS No. 157 establishes a fair value hierarchy that prioritizes the
inputs to valuation techniques used to measure fair value. The hierarchy gives the highest
priority to unadjusted quoted prices in active markets for identical assets or liabilities
(level 1 measurements) and the lowest priority to unobservable inputs (level 3
measurements). The three levels of the fair value hierarchy under SFAS No. 157 are
described below:
 Level 1
    
    Unadjusted quoted prices in active markets that are accessible at the measurement date for identical,
unrestricted assets or liabilities.Level 2
    
    Quoted prices in markets that are not considered to be active or financial instruments for which all significant
inputs are observable, either directly or indirectly.Level 3
    
    Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
 A financial instruments level within the fair value hierarchy is based on the lowest level
of any input that is significant to the fair value measurement. In determining fair value,
the Fund separates its financial instruments into two categories: U.S. government securities
and derivative contracts.U.S. Government Securities.The Funds only market exposure in instruments held other than
for trading is in its U.S. Treasury Bill portfolio. As the Fund uses the amortized cost
method for valuing its U.S. Treasury Bill portfolio, which approximates fair value, this
portfolio is classified within level 2 of the fair value hierarchy.Derivative Contracts.Derivative contracts can be exchange-traded or over-the-counter
(OTC). Exchange-traded derivatives typically fall within level 1 or level 2 of the fair
value hierarchy depending on whether they are deemed to be actively traded or not. The Fund
has exposure to exchange-traded derivative contracts through the Funds trading of
exchange-traded futures contracts. The Funds exchange-traded futures contract positions
are valued daily at settlement prices published by the applicable exchanges. In such cases,
provided they are deemed to be actively traded, exchange-traded derivatives are classified
within level 1 of the fair value hierarchy. Less actively traded exchange-traded
derivatives fall within level 2 of the fair value hierarchy.OTC derivatives are valued using market transactions and other market evidence whenever
possible, including market-based inputs to models, model calibration to market-clearing
transactions, broker or dealer quotations, or alternative pricing sources with reasonable
levels of price transparency. Where models are used, the selection of a particular model to
value an OTC derivative depends upon the contractual terms of, and specific risks inherent
in, the instrument as well as the availability of pricing information in the market. For OTC
derivatives that trade in liquid markets, such as generic forwards and swaps, model inputs
can generally be verified and model selection does not involve significant management
judgment. The OTC derivatives held by the Fund include forwards and swaps. Spot and forward
foreign currency contracts held by the Fund are valued at published daily settlement prices
or at dealers quotes. The Funds forward and swap positions are typically classified
within level 2 of the fair value hierarchy. As of and during the quarter ended December 31,
2008, the Fund held no derivative contracts valued using level 3 inputs.Certain OTC derivatives traded in less liquid markets with limited pricing information, and
the determination of fair value for these derivatives is inherently more difficult. Such
instruments are classified within level 3 of the fair value hierarchy. Where the Fund does
not have corroborating market evidence to support significant model inputs and cannot verify
the model to market transactions, transaction price is initially used as the best estimate
of fair value. Accordingly, when a pricing model is used to value such an instrument, the
model is adjusted so that the model value at inception equals the transaction price. The
valuations of these less liquid OTC derivatives are typically based on level 1 and/or level
2 inputs that can be observed in the market, as well as unobservable level 3 inputs.
Subsequent to initial recognition, the Fund updates the level 1 and level 2 inputs to
reflect observable market changes, with resulting gains and losses reflected within level 3.
Level 3 inputs are only changed when corroborated by evidence such as similar market
transactions, third-party pricing services and/or broker or dealer quotations, or other
empirical market data. In circumstances where the Fund cannot verify the model value to
market transactions, it is possible that a different valuation model could produce a
materially different estimate of fair value. The Fund attempts to avoid holding less
liquid OTC derivatives. However, once held, the market for any particular derivative
contract could become less liquid during the holding period.
 33




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##### Table of Contents



The following table summarizes the valuation of the Funds assets and liabilities by the
SFAS 157 fair value hierarchy as of December 31, 2008:
  BalanceDecember31, 2008
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3ASSETSU.S. Government
securities
    
    $
    31,494,929
    
    
    $
    
    
    
    $
    31,494,929
    
    
    $
    Unrealized
appreciation on
open forward
contracts
    
    
    11,138
    
    
    
    
    
    
    
    11,138
    
    
    
    Futures contracts
purchased
    
    
    735,529
    
    
    
    735,529
    
    
    
    
    
    
    
    Futures contracts
sold
    
    
    109,330
    
    
    
    109,330
    
    
    
    
    
    
    
    Total Assets
Measured at Fair
Value
    
    $
    32,350,926
    
    
    $
    844,859
    
    
    $
    31,506,067
    
    
    $
    LIABILITIESUnrealized
depreciation on
open forward
contracts
    
    $
    43,336
    
    
    $
    
    
    
    $
    43,336
    
    
    $
    Total Liabilities
Measured at Fair
Value
    
    $
    43,336
    
    
    $
    
    
    
    $
    43,336
    
    
    $
    
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##### Table of Contents



BalanceDecember31, 2008
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3ASSETSU.S. Government
securities
    
    $
    54,825,911
    
    
    $
    
    
    
    $
    54,825,911
    
    
    $
    Unrealized
appreciation on open
forward contracts
    
    
    44,878
    
    
    
    
    
    
    
    44,878
    
    
    
    Futures contracts
purchased
    
    
    1,978,090
    
    
    
    1,978,090
    
    
    
    
    
    
    
    Futures contracts sold
    
    
    407,977
    
    
    
    407,977
    
    
    
    
    
    
    
    Total Assets
Measured at Fair
Value
    
    $
    57,256,856
    
    
    $
    2,386,067
    
    
    $
    54,870,789
    
    
    $
    LIABILITIESUnrealized
depreciation on open
forward contracts
    
    $
    163,504
    
    
    $
    
    
    
    $
    163,504
    
    
    $
    Total Liabilities
Measured at Fair
Value
    
    $
    163,504
    
    
    $
    
    
    
    $
    163,504
    
    
    $
    
 (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. As of
December 31, 2008, there were no amounts due to brokers.In the normal course of business, all of the Funds marketable securities transactions, money
balances and marketable security positions are transacted with brokers. The Fund is subject to
credit risk to the extent any broker with whom it conducts business is unable to fulfill
contractual obligations on its behalf. Superfund Capital Management monitors the financial
condition of such brokers and does not anticipate any losses from these counterparties.(4)
    
    Allocation of Net Profits and 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, if any, represent cash received prior to December 31 for contributions of
the subsequent month and do not participate in the earnings of the Fund until the following
January.(5)
    
    Related Party 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, ongoing offering expenses equal to
one-twelfth of 1% of month end net assets (1% per annum), not to exceed the amount of actual
expenses incurred, and monthly operating expenses equal to one-twelfth of 0.15% of month end net
assets (0.15% per annum), not to exceed the amount of actual expenses incurred. In accordance
with the Prospectus dated May 19, 2008, included within the Registration Statement on Form S-1
(File No. 333-136804) as subsequently supplemented, Superfund USA, an entity related to
Superfund Capital Management by common ownership, shall be paid monthly selling commissions
equal to one-twelfth of 4% (4% per annum) of the month end net asset value of the Fund.
However, the maximum cumulative selling commission per Unit is limited to 10% of the initial
public offering price of Units
sold pursuant to such Prospectus.
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##### Table of Contents



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.Due to affiliate consists of a redemption of capital due to the general partner, Superfund
Capital Management. As of December 31, 2008, $300,000 was due to Superfund Capital Management
from Series A.As of December 31, 2008, Superfund Capital Management owned 386.799 Units of Series A,
representing 2.14% of the total issued Units of Series A, and 398.272 Units of Series B,
representing 1.71% of the total issued Units of Series B, having a combined value of $1,783,301.(6)
    
    Financial Highlights
  SERIES A
    
    
    SERIES BTotal returnTotal return before incentive fees
    
    
    34.6
    %
    
    
    56.6
    %Incentive fees
    
    
    4.6
    
    
    
    10.0Total return after incentive fees
    
    
    30.0
    %
    
    
    46.6
    %Ratio to average partners capitalOperating expenses before incentive fees
    
    
    8.3
    %
    
    
    9.4
    %Incentive fees
    
    
    4.0
    
    
    
    7.9Total expenses
    
    
    12.3
    %
    
    
    17.3
    %Net investment loss
    
    
    (6.3
    )%
    
    
    (7.8
    )%Net assets value per unit, beginning of period
    
    $
    1,486.44
    
    
    $
    1,774.69Net investment loss
    
    
    (175.42
    )
    
    
    (352.33
    )Net gain on investments
    
    
    621.28
    
    
    
    1,178.60Net asset value per unit, end of period
    
    $
    1,932.30
    
    
    $
    2,600.96Other per Unit information:Net increase in net assets from operations per Unit (based upon weighted average
Number of Units during period)
    
    $
    523.26
    
    
    $
    786.52Net increase in net assets from operations per Unit (based upon change in net asset
value per Unit)
    
    $
    445.86
    
    
    $
    826.27
  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
    )%
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##### 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
    )
  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. (7)
    
    Financial Instrument RiskIn the normal course of its business, the Fund is party to financial instruments with
off-balance sheet risk, including derivative financial instruments and derivative commodity
instruments. The term off-balance sheet risk refers to an unrecorded potential liability that,
even though it does not appear on the balance sheet, may result in a future obligation or loss.
These financial instruments may include forwards, futures, and options, whose values are based
upon an underlying asset, index, or reference rate, and generally represent future commitments
to exchange currencies or cash flows, to purchase or sell other financial instruments at
specific terms at specific future dates, or, in the case of derivative commodity instruments, to
have a reasonable possibility to be settled in cash, through physical delivery or with another
financial instrument. These instruments may be traded on an exchange or over-the-counter
(OTC). Exchange traded instruments are standardized and include futures and certain option
contracts. OTC contracts are negotiated between contracting parties and include forwards and
certain options. Each of these instruments is subject to various risks similar to those related
to the underlying
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##### Table of Contents



financial instruments including market and credit risk. In general, the risks
associated with OTC contracts are greater than those associated with exchange traded instruments
because of the greater risk of default by the counter party to an OTC contract.For Series A, gross unrealized gains and losses related to exchange traded futures were $912,098
and $67,239, respectively, and gross unrealized gains and losses related to non-exchange traded
forwards were $11,138 and $43,336, respectively, at December 31, 2008.For Series B, gross unrealized gains and losses related to exchange traded futures were
$2,689,939 and $303,872, respectively, and gross unrealized gains and losses related to
non-exchange traded forwards were $44,878 and $163,504, respectively, at December 31, 2008.Market risk is the potential for changes in the value of the financial instruments traded by the
Fund due to market changes, including interest and foreign exchange rate movements and
fluctuations in commodity prices. In entering into these contracts, there exists a market risk
that such contracts may be significantly influenced by conditions, such as interest rate
volatility, resulting in such contracts being less valuable. If the markets should move against
all of the futures interest positions at the same time, and Superfund Capital Management is
unable to offset such positions, the Fund could experience substantial losses.Credit risk is the possibility that a loss may occur due to the failure of a counterparty to
perform according to the terms of a contract. Credit risk with respect to exchange-traded
instruments is reduced to the extent that an exchange or clearing organization acts as a
counterparty to the transactions. The Funds risk of loss in the event of counterparty default
is typically limited to the amounts recognized in the statements of assets and liabilities and
not represented by the contract or notional amounts of the instruments. As the Funds assets are
held in segregated accounts with futures commission merchants, the Fund has credit risk and
concentration risk. The Funds futures commission merchants are currently ADM Investor Services,
Inc., Newedge USA, LLC, Barclays Capital Inc., and RBC Capital Markets Corporation.Superfund Capital Management monitors and controls the Funds risk exposure on a daily basis
through financial, credit and risk management monitoring systems, and accordingly believes that
it has effective procedures for evaluating and limiting the credit and market risks to which the
Fund is subject. These monitoring systems allow Superfund Capital Management to statistically
analyze actual trading results with risk adjusted performance indicators and correlation
statistics. In addition, on-line monitoring systems provide account analysis of futures and
forward positions by sector, margin requirements, gain and loss transactions, and collateral
positions.The majority of these instruments mature within one year of December 31, 2008. However, due to
the nature of the Funds business, these instruments may not be held to maturity.(8)
    
    Subscriptions and 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 the escrow agent, HSBC Bank USA.
Subscriptions must be accepted or rejected by Superfund Capital Management within five business
days of receipt, and the settlement date for the deposit of subscription funds in escrow must be
within five business days of acceptance. No fees or costs will be assessed on any subscription
while held in escrow, irrespective of whether the subscription is accepted or the subscription
funds are returned.A limited partner of a Series may request any or all of his investment in such Series be
redeemed by such Series at the net asset value of a Unit within such Series as of the end of
each month, subject to a minimum redemption of $1,000 and subject further to such limited
partner having an investment in such Series, after giving effect to the requested redemption, at
least equal to the minimum initial investment amount of $5,000. Limited partners must transmit a
written request of such withdrawal to Superfund Capital Management not less than ten business
days prior to the end of the month (or such shorter period as permitted by Superfund Capital
Management) as of which redemption is to be effective. Redemptions will generally be paid within
20 days after the date of redemption. However, in special circumstances, including, but not
limited to, inability to liquidate dealers positions as of a redemption date or default or
delay in payments due to each Series from clearing brokers, banks or other persons or entities,
each Series may in turn delay payment to persons requesting redemption of the proportionate part
of the net assets of each Series represented by the sums that are subject of such default or
delay.
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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 31, 2009Nigel James
    
    (Principal Executive Officer)/s/ Roman Gregorig
    
    Director, Vice President and Audit Committee Financial Expert
    
    March 31, 2009Roman Gregorig
    
    (Principal Financial Officer & Principal Accounting Officer)
  39




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##### Table of Contents



ExhibitNumber
    
    Description of Document31.1
    
    Rule 13a-14(a)/15d -14(a) Certification of Principal Executive Officer31.2
    
    Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer32.1
    
    Section 1350 Certification of Principal Executive Officer32.2
    
    Section 1350 Certification of Principal Financial OfficerThe following exhibit is incorporated by reference herein from the exhibit of the same
description filed on November 1, 2008, with Quadriga Superfund, L.P.s Form 8-K (File No.
000-51634).1.01(a)
    
    Selling Agreement, dated effective November 1, 2008, among
Quadriga Superfund, L.P., and Superfund USA, Inc.The following exhibit is incorporated by reference herein from the exhibit of the same
description and number filed on March 30, 2007, with Quadriga Superfund, L.P.s Form 10-K (File No.
000-51634).10.01(h)
    
    Form of Series Exchange Subscription Agreement.The following exhibits are incorporated by reference herein from the exhibits of the same
description and number filed on September 14, 2006, with Amendment No. 1 to Quadriga Superfund,
L.P.s Registration Statement on Form S-1 (Reg. No. 333-136804).3.01
    
    Form of Third Amended and Restated Limited Partnership Agreement of Quadriga Superfund, L.P.10.02
    
    Form of Subscription Agreement and Power of Attorney of Quadriga Superfund, L.P.The following exhibits are incorporated by reference herein from the exhibits of the same
description and number filed on August 22, 2006, with Quadriga Superfund, L.P.s Registration
Statement on Form S-1 (Reg. No. 333-136804).1.03
    
    Form of Intermediary Selling Agent Agreement between Superfund Asset
Management, Inc. and the Intermediary Selling Agent.5.01
    
    Opinion of Sidley Austin LLP relating to the legality of the Units.8.01
    
    Opinion of Sidley Austin LLP with respect to Federal Income Tax Aspects.The following exhibit is incorporated by reference herein from the exhibit of the same
description and number filed on February 2, 2005, with Amendment No. 1 to Quadriga Superfund,
L.P.s Registration Statement on Form S-1 (Reg. No. 333-122229).10.01(g)
    
    Form of Administration, Accounting and Investor Services Agreement.The following exhibits are incorporated by reference herein from the exhibits of the same
description and number filed on January 21, 2005, with Quadriga Superfund, L.Ps Registration
Statement on Form S-1 (Reg. No. 333-122229).1.02
    
    Form of Additional Selling Agreement among each Series, Quadriga
Capital Management Inc. and the Additional Selling Agent.3.02
    
    Certificate of Limited Partnership.10.03(a)
    
    Form of Escrow Agreement between Series A and HSBC Bank USA.10.03(b)
    
    Form of Escrow Agreement between Series B and HSBC Bank USA.
 40