-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QX9Ir2HE0WTec1P00ox/hjPbJENK759/Bl5Wa/1wcyCgq9j1r1pED76+7zvg+MY3 kzQ/R1hrbJV4ZAnQKoFQrw== 0000950137-05-001061.txt : 20050202 0000950137-05-001061.hdr.sgml : 20050202 20050202125739 ACCESSION NUMBER: 0000950137-05-001061 CONFORMED SUBMISSION TYPE: S-1/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20050202 DATE AS OF CHANGE: 20050202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUADRIGA SUPERFUND CENTRAL INDEX KEY: 0001168990 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 000000000 STATE OF INCORPORATION: J5 FILING VALUES: FORM TYPE: S-1/A SEC ACT: 1933 Act SEC FILE NUMBER: 333-122229 FILM NUMBER: 05568342 MAIL ADDRESS: STREET 1: LE MARQUIS COMPLEX UNIT 5 STREET 2: PO BOX 1479 GRAND ANSE CITY: ST. GEORGE'S STATE: J5 ZIP: 00000 S-1/A 1 c90749a1sv1za.txt AMENDMENT TO REGISTRATION STATEMENT AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 2, 2005 REGISTRATION NO. 333-122229 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- QUADRIGA SUPERFUND, L.P. -- SERIES A AND SERIES B (Exact name of registrant as specified in its charter) DELAWARE 6799 (State of Organization) (Primary Standard Industrial Classification Number) 98-0375395 (I.R.S. Employer Identification Number)
CHRISTIAN BAHA LE MARQUIS COMPLEX, UNIT 5 LE MARQUIS COMPLEX, UNIT 5 PO BOX 1479 PO BOX 1479 GRAND ANSE GRAND ANSE ST. GEORGE'S, GRENADA ST. GEORGE'S, GRENADA WEST INDIES WEST INDIES (473) 439- 2418 (473) 439-2418 (Address, including zip code, and telephone (Name, address, including zip code, and number, telephone number, including area code, of registrant's principal including area code, of agent for service) executive offices)
COPY TO: JEFFRY M. HENDERSON DOUGLAS E. AREND HENDERSON & LYMAN 175 WEST JACKSON BOULEVARD, SUITE 240 CHICAGO, ILLINOIS 60604 (312) 986-6960 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the "Securities Act") check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the Prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] --------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION Quadriga Capital Management will advance certain offering expenses, as described in the Prospectus, for which it shall be reimbursed by the Registrant in monthly installments throughout the offering period up to the lesser of the actual amount of offering expenses advanced by Quadriga Capital Management, Inc. or 1% of net assets of each Series per annum. The following is an estimate of the expenses for the next twelve-month period:
APPROXIMATE AMOUNT ----------- Securities and Exchange Commission Registration Fee......... $ -0- National Association of Securities Dealers, Inc. Filing Fee....................................................... -0- Printing Expenses........................................... 50,000 Fees of Certified Public Accountants........................ 50,000 -------- Blue Sky Expenses (Excluding Legal Fees).................... 35,000 Fees of Counsel............................................. 60,000 Salaries of Employees Engaged in Sales Activity............. 300,000 -------- Miscellaneous Offering Costs................................ 25,000 -------- Total............................................. $520,000 --------
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS Section 17 of the Partnership Agreement (attached as Exhibit A to the Prospectus which forms a part of this Registration Statement) provides for the indemnification of Quadriga Capital Management and certain of its controlling persons by the Registrant in certain circumstances. Such indemnification is limited to claims sustained by such persons in connection with the Registrant; provided that such claims were not the result of negligence or misconduct on the part of Quadriga Capital Management, Inc. or such controlling persons. The Registrant is prohibited from incurring the cost of any insurance covering any broader indemnification than that provided above. Advances of Registrant funds to cover legal expenses and other costs incurred as a result of any legal action initiated against QCM by a Limited Partner are prohibited unless specific court approval is obtained. ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES On August 5, 2002, 10.073 Units in Series A and 10.003 Units in Series B of limited partnership were sold to Quadriga Capital Management in order to permit the filing of a Certificate of Limited Partnership. The sale of these Units was exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) thereof. No discounts or commissions were paid in connection with the sale, and no other offeree or purchaser was solicited. There have been no other unregistered sales of Units. II-1 ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES The following documents (unless otherwise indicated) are filed herewith and made a part of this Registration Statement. (a) Exhibits
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT - ------- ----------------------- 1.01 Form of Selling Agreement among each Series, Quadriga Capital Management, and the Selling Agent.* 1.02 Form of Additional Selling Agreement among each Series, Quadriga Capital Management and the Additional Selling Agent.* 3.01 Quadriga Superfund, L.P. Limited Partnership Agreement (included as Exhibit A to the Prospectus).* 3.02 Certificate of Limited Partnership* 5.01(a) Opinion of Henderson & Lyman relating to the legality of the Units.* 5.01(b) Opinion of Henderson & Lyman with respect to federal income tax consequences.* 10.01(a) Form of Cargill Investor Services, Inc. Customer Agreement between each Series and the Clearing Broker.* 10.01(b) Form of ADM Investor Services, Inc. Customer Agreement between each Series and the Clearing Broker.* 10.01(c) Form of Fimat USA, Inc. Customer Agreement between each Series and the Clearing Broker.* 10.01(d) Form of Man Financial Inc Customer Agreement between each Series and the Clearing Broker.* 10.01(e) Forms of Bear Stearns Fonex Inc. and Bear, Stearns Securities Corp. Customer Agreements between each Series and the Clearing Broker.* 10.01(f) Form of Barclays Capital Inc. Customer Agreement between each Series and the Clearing Broker.* 10.01(g) Form of Administration, Accounting and Investor Services Agreement. 10.02 Subscription Agreement and Power of Attorney (included as Exhibit D to Prospectus)* 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.* 23.02 Consent of KPMG LLP.*
* Filed previously. (b) Financial Statement Schedules. No Financial Schedules are required to be filed herewith. ITEM 17. UNDERTAKINGS (a) The undersigned registrant hereby undertakes (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. II-2 118 (b) The II-2 undersigned registrant hereby undertakes that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 14 above, or otherwise, the registrant had been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any such action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Quadriga Capital Management, Inc., as general partner of the Registrant, has duly caused Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in St. George's, Grenada, West Indies, on the 2nd day of February, 2005. QUADRIGA SUPERFUND, L.P. By: QUADRIGA CAPITAL MANAGEMENT, INC. General Partner By: /s/ CHRISTIAN BAHA ------------------------------------ Title: President Pursuant to the requirements of the Securities Act of 1933, Amendment No. 1 to this Registration Statement has been signed below by the following person on behalf of Quadriga Capital Management in the capacity and on the date indicated. SIGNATURES TITLE WITH REGISTRANT DATE (BEING THE PRINCIPAL EXECUTIVE OFFICER, THE PRINCIPAL FINANCIAL AND ACCOUNTING OFFICER AND A MAJORITY OF THE DIRECTORS OF QUADRIGA CAPITAL MANAGEMENT, INC.) QUADRIGA CAPITAL MANAGEMENT, INC. Managing Owner of Registrant By: /s/ CHRISTIAN BAHA ------------------------------------ Title: President February 2, 2005 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF DOCUMENT - ------- ----------------------- 1.01 Form of Selling Agreement among each Series, Quadriga Capital Management, and the Selling Agent.* 1.02 Form of Additional Selling Agreement among each Series, Quadriga Capital Management and the Additional Selling Agent.* 3.01 Quadriga Superfund, L.P. Limited Partnership Agreement (included as Exhibit A to the Prospectus).* 3.02 Certificate of Limited Partnership* 5.01(a) Opinion of Henderson & Lyman relating to the legality of the Units.* 5.01(b) Opinion of Henderson & Lyman with respect to federal income tax consequences.* 10.01(a) Form of Cargill Investor Services, Inc. Customer Agreement between each Series and the Clearing Broker.* 10.01(b) Form of ADM Investor Services, Inc. Customer Agreement between each Series and the Clearing Broker.* 10.01(c) Form of Fimat USA, Inc. Customer Agreement between each Series and the Clearing Broker.* 10.01(d) Form of Man Financial Inc Customer Agreement between each Series and the Clearing Broker.* 10.01(e) Forms of Bear Stearns Fonex Inc. and Bear, Stearns Securities Corp. Customer Agreements between each Series and the Clearing Broker.* 10.01(f) Form of Barclays Capital Inc. Customer Agreement between each Series and the Clearing Broker.* 10.01(g) Form of Administration, Accounting and Investor Services Agreement. 10.02 Subscription Agreement and Power of Attorney (included as Exhibit D to Prospectus)* 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.* 23.02 Consent of KPMG LLP.*
EX-10.01(G) 2 c90749a1exv10w01xgy.txt FORM OF ADMINISTRATION, ACCOUNTING AND INVESTOR SECURITY AGREEMENT EXHIBIT 10.01(g) ADMINISTRATION, ACCOUNTING AND INVESTOR SERVICES AGREEMENT ---------------------------------------------------------- THIS AGREEMENT is made as of January 12, 2005 by and between QUADRIGA SUPERFUND L.P., a Delaware limited partnership (the "Partnership"), and PFPC INC., a Massachusetts corporation ("PFPC"). W I T N E S S E T H: WHEREAS, the Partnership wishes to retain PFPC to provide administration, accounting and investor services provided for herein, and PFPC wishes to furnish such services. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows: 1. DEFINITIONS. AS USED IN THIS AGREEMENT: (a) "Authorized Person" means any officer of the Partnership and any other person duly authorized by the Partnership's General Partner to give Oral Instructions and Written Instructions on behalf of the Partnership. An Authorized Person's scope of authority may be limited by setting forth such limitation in a written document signed by both parties hereto. (b) "General Partner" and "Limited Partners" shall have the same meanings as set forth in the Partnership's Limited Partnership Agreement. (c) "Organizational Documents" means, in the case of the Partnership, the by-laws, confidential memorandum, partnership agreement, trust deed, partnership or other documents constituting the Partnership. (d) "Oral Instructions" mean oral instructions received by PFPC from an Authorized Person or from a person reasonably believed by PFPC to be an Authorized Person. 1 PFPC may, in its reasonable discretion in each separate instance, consider and rely upon instructions it receives from an Authorized Person via electronic mail as Oral Instructions. (e) "Written Instructions" mean (i) written instructions signed by an Authorized Person and received by PFPC or (ii) trade instructions transmitted (and received by PFPC) by means of an electronic transaction reporting system access to which requires use of a password or other authorized identifier. The instructions may be delivered by hand, mail, tested telegram, cable, telex or facsimile sending device. 2. APPOINTMENT. The Partnership hereby appoints PFPC to provide administration, accounting and investor services, in accordance with the terms set forth in this Agreement. PFPC accepts such appointment and agrees to furnish such services. 3. COMPLIANCE WITH RULES AND REGULATIONS. PFPC shall comply with the applicable requirements of any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by PFPC hereunder. 4. INSTRUCTIONS. (a) Unless otherwise provided in this Agreement, PFPC shall act only upon Oral Instructions or Written Instructions. (b) PFPC shall be entitled to rely upon any Oral Instruction or Written Instruction it receives from an Authorized Person (or from a person reasonably believed by PFPC to be an Authorized Person) pursuant to this Agreement. PFPC may assume in its reasonable business judgment that any Oral Instruction or Written Instruction received hereunder is not in any way inconsistent with the provisions 2 of Organizational Documents or this Agreement or of any vote, resolution or proceeding of the Partnership's General Partner, unless and until PFPC receives Written Instructions to the contrary. (c) The Partnership agrees to forward to PFPC Written Instructions confirming Oral Instructions (except where such Oral Instructions are given by PFPC or its affiliates) so that PFPC receives the Written Instructions as promptly as practicable and in any event by the close of business on the day after such Oral Instructions are received. The fact that such confirming Written Instructions are not received by PFPC or differ from the Oral Instructions shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions or PFPC's ability to rely upon such Oral Instructions. 5. RIGHT TO RECEIVE ADVICE. (a) Advice of the Partnership. If PFPC is in doubt as to any action it should or should not take, PFPC may request directions or advice, including Oral Instructions or Written Instructions, from the Partnership. (b) Protection of PFPC. PFPC shall be indemnified by the Partnership and without liability for any action PFPC takes or does not take in reliance upon authorized directions or advice or Oral Instructions or Written Instructions PFPC receives from or on behalf of the Partnership and which PFPC believes, in good faith and in its reasonable business judgment, to be consistent with those directions or advice and Oral Instructions or Written Instructions. Nothing in this section shall be construed so as to impose an obligation upon PFPC to seek such directions or advice or Oral Instructions or Written Instructions. 3 6. RECORDS; VISITS. (a) The books and records pertaining to the Partnership which are in the possession or under the control of PFPC shall be the property of the Partnership. The Partnership and Authorized Persons shall have access to such books and records at all times during PFPC's normal business hours. Upon the reasonable request of the Partnership, copies of any such books and records shall be provided by PFPC to the Partnership or to an Authorized Person, at the Partnership's expense. Any such books or records may be maintained in the form of electronic media and stored on any magnetic disk or tape or similar recording method. (b) PFPC shall keep the following records: (i) all books and records with respect to the Partnership's books of account; (ii) records of the Partnership's securities transactions; and (iii) any documents generated or received by PFPC in the ordinary course of business pertaining to administration, accounting, and investor services matters of the Partnership or to the compensation payable to PFPC. PFPC may house these records in a third party storage facility. 7. CONFIDENTIALITY. Each party shall keep confidential any information relating to the other party's business ("Confidential Information"). Confidential Information shall include (a) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Partnership or PFPC, their respective subsidiaries and affiliated companies; (b) any scientific or technical information, design, 4 process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Partnership or PFPC a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and (d) anything designated as confidential. Notwithstanding the foregoing, information shall not be Confidential Information and shall not be subject to such confidentiality obligations if: (i) it is already in the public domain through no fault of the receiving party; (ii) to the extent necessary, it is disclosed to consultants, auditors and attorneys who have entered into confidentiality agreements similar to the one set forth herein, or to the employees of PFPC, the Partnership or the General Partner who must have access to the Confidential Information; (iii) it is disclosed as required by law, courts, governmental agencies, regulatory Authorities, or self-regulatory authorities; or (iv) is essential to the defense of any claim or cause of action asserted against the receiving party (provided the receiving party will provide the other party written notice of the same, to the extent such notice is permitted and refrain from making such disclosure for the maximum allowable period and take all appropriate action to maintain the confidentiality of such information during such defense, including without limitation, filing documents containing any confidential information under seal). 8. LIAISON WITH ACCOUNTANTS. PFPC shall act as liaison with the Partnership's independent public accountants and shall provide account analyses, fiscal year summaries, and other audit-related schedules with respect to the Partnership. PFPC shall take all reasonable action in the performance of its duties under this Agreement to assure that the necessary 5 information is made available to such accountants for the expression of their opinion, as required by the Partnership. 9. INTELLECTUAL PROPERTY. PFPC shall retain title to and ownership of any and all data bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related legal rights created or developed by PFPC and used in connection with the services provided by PFPC to the Partnership. Partnership and General Partner shall retain title to and ownership of any and all data bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related legal rights created or developed by Partnership and General Partner or their affiliates and used in connection with the services provided by PFPC to the Partnership. 10. DISASTER RECOVERY. PFPC shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, PFPC shall, at no additional expense to the Partnership, take practicable steps to minimize service interruptions. PFPC shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not caused by PFPC's own willful misfeasance, bad faith, negligence or reckless disregard of its duties or obligations under this Agreement. 11. COMPENSATION. As compensation for services set forth herein that are rendered by PFPC during the term of this Agreement, the Partnership will pay to PFPC a fee or fees as may be agreed to in writing by the Partnership and PFPC. 6 12. INDEMNIFICATION. PFPC shall indemnify and hold Partnership and/or General Partner harmless from any and all expenses, costs, damages, or causes of action, including, but not limited to, reasonable attorney's fees, incurred by the Partnership and/or the General Partner as the result of the unauthorized acts of PFPC, its employees, agents, or arising out of PFPC's negligence, willful misconduct, or breach of this Agreement. Partnership and/or the General Partner shall indemnify and hold PFPC harmless from any and all expenses, costs, damages, or causes of action, including, but not limited to, reasonable attorney's fees, incurred by PFPC in connection with this Agreement and not resulting from the unauthorized acts of PFPC, its employees or agents, the negligence or willful misconduct of PFPC in the performance of such obligations and duties or by reason of its breach of this Agreement. The provisions of this Section 12 shall survive termination of this Agreement. 13. RESPONSIBILITY OF PFPC. (a) PFPC shall be under no duty hereunder to take any action on behalf of the Partnership except as specifically set forth herein or as may be specifically agreed to in writing by PFPC and the Partnership. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder and to act in good faith in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPC's failure to perform its duties under this Agreement to the extent such damages arise out of PFPC's negligence, willful misconduct, or breach of this Agreement. (b) Notwithstanding anything in this Agreement to the contrary, PFPC shall not be 7 liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information which PFPC reasonably believes to be genuine. (c) Notwithstanding anything in this Agreement (whether contained anywhere in Sections 14-16 or otherwise) to the contrary, Partnership hereby acknowledges and agrees that (i) PFPC, in the course of providing tax-related services or calculating and reporting portfolio performance hereunder, may rely upon PFPC's reasonable interpretation of tax positions or its reasonable interpretation of relevant circumstances (as determined by PFPC) in providing such tax services and in determining methods of calculating portfolio performance to be used, and that (ii) PFPC shall not be liable for losses or damages of any kind associated with such reliance except to the extent such loss or damage is a result of PFPC's negligence or willful misconduct. (d) Notwithstanding anything in this Agreement to the contrary, without limiting anything in the immediately preceding sentence, Partnership hereby acknowledges 8 and agrees that PFPC shall not be liable for any losses or damages of any kind associated with any tax filings with which PFPC has assisted in any way except to the extent such loss or damage is substantially due to PFPC's negligence or willful misconduct. (e) Notwithstanding anything in this Agreement to the contrary, neither party nor its affiliates shall be liable for any consequential, special or indirect losses or damages, provided that the foregoing limitation shall not apply to the extent such damages arise out of PFPC's gross negligence, intentional acts or willful misconduct. (f) Each party shall have a duty to mitigate damages for which the other party may become responsible. (g) Notwithstanding anything in this Agreement to the contrary, PFPC shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Partnership or for any failure to discover any such error or omission. (h) The provisions of this Section 13 shall survive termination of this Agreement. 14. DESCRIPTION OF ACCOUNTING SERVICES ON A CONTINUOUS BASIS. PFPC will perform the following accounting services if required with respect to the Partnership: (i) Journalize investment, capital and income and expense activities; (ii) Record futures trading activity by receiving a data file from each of the Partnership's futures brokers at the end of each month and posting the activity to the Fund's general ledger; (iii) Calculate contractual expenses, including management fees and incentive allocation, as applicable, in accordance with the Partnership's Limited Partnership Agreement; 9 (iv) Post to and prepare the Statement of Assets and Liabilities and the Statement of Operations in U.S. dollar terms; (v) Monitor the expense accruals and notify an officer of the Partnership of any proposed adjustments; (vi) Control all disbursements and authorize such disbursements upon Written Instructions; (vii) Calculate capital gains and losses; (viii) Determine net income; (ix) Determine applicable foreign exchange gains and losses on payables and receivables; (x) Obtain futures market quotes and currency exchange rates directly from the Partnership's futures brokers, or such other source designated by the Partnership's General Partner, and in either case calculate the market value of the Partnership's investments in accordance with applicable valuation policies or guidelines provided by the Partnership to PFPC and acceptable to PFPC; (xiv) Transmit or mail a copy of the portfolio valuation to the Adviser as agreed upon between the Partnership and PFPC; (xv) Arrange for the computation of the net asset value in accordance with the provisions of the offering memorandum; and (xvi) Perform all other accounting services necessary in connection with the Partnership, as directed by the Partnership and/or General Partner. 15. DESCRIPTION OF ADMINISTRATION SERVICES ON A CONTINUOUS BASIS. PFPC will perform the following administration services if required with respect to the Partnership: (i) Supply various normal and customary Partnership statistical data as requested on an ongoing basis; (ii) Prepare for execution and file the Partnership's Federal form 1065 and state tax returns. 10 (iii) Prepare and coordinate printing of Partnership's annual reports; (iv) Copy the General Partner on routine correspondence sent to Limited Partners; and (v) Perform such additional administrative duties necessary in connection with the Partnership, as directed by the Partnership and/or General Partner. 16. DESCRIPTION OF INVESTOR SERVICES ON A CONTINUOUS BASIS. PFPC will perform the following functions: (i) Maintain the register of Limited Partners of the Partnership and enter on such register all issues, transfers and repurchases of interests in the Partnership; (ii) Arrange for the calculation of the issue and repurchase prices of interests in the Partnership in accordance with the Limited Partnership Agreement; (iii) Allocate income, expenses, gains and losses to individual Partners' capital accounts in accordance with the Partnership's Limited Partnership Agreement; (iv) Calculate the Incentive Allocation, if applicable, in accordance with the Limited Partnership Agreement and reallocate corresponding amounts from the applicable Limited Partners' capital accounts to the General Partners' capital account; (v) Prepare and mail annually to partners any required Form K-1 in accordance with applicable tax regulations; and (vi) Perform all other investor services necessary in connection with the Partnership, as directed by the Partnership and/or General Partner. 17. DURATION AND TERMINATION. (a) This Agreement shall continue until terminated by the Partnership or by PFPC on sixty (60) days' prior written notice to the other party. In the event the Partnership gives notice of termination without cause for such termination, all reasonable expenses associated with movement (or duplication) of records and materials and conversion thereof to a successor service provider (or each successive service 11 provider, if there are more than one), and all reasonable trailing expenses incurred by PFPC, will be borne by the Partnership. In the event that PFPC gives notice of termination without having cause for such termination, all reasonable expenses associated with the movement (or duplication) of records and materials and conversion thereof to a successor service provider 9or each successive service provider if there are more than one), and all reasonable trailing expenses incurred by the Partnership and the General Partners, as well as PFPC, will be borne by PFPC. (b) Upon occurrence of any of the following events, the party not subject to such event shall have the right to immediately terminate this Agreement upon written notice to the other party: (i) either party ceases doing (or gives notice of ceasing to do) business and its business is not continued by another corporation or entity who has agreed to assume its obligations, (ii) either party becomes insolvent or files for or becomes a party to any involuntary bankruptcy, receivership or similar proceeding, and such involuntary proceeding is not dismissed within forty-five (45) calendar days after filing, or (iii) either party makes an assignment for the benefit of creditors. 18. CHANGE OF CONTROL. Notwithstanding any other provision of this Agreement, in the event of an agreement to enter into a transaction that would result in a Change of Control of the Fund's adviser or sponsor, the Fund's ability to terminate the Agreement pursuant to Section 17 will be suspended from the time of such agreement until two years after the Change of Control. For purposes of this section, "Change of Control" shall be defined as a change in ownership or control (not including transactions between wholly-owned 12 direct or indirect subsidiaries of a common parent) of 25% or more of the beneficial ownership of the shares of common stock or shares of beneficial interest of the Fund's adviser or sponsor or of either of its parent(s). 19. NOTICES. All notices and other communications, including Written Instructions but excluding Oral Instructions, shall be in writing or by confirming telegram, cable, telex or facsimile sending device. If notice is sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to have been given immediately. If notice is sent by first-class mail, it shall be deemed to have been given seven days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been given on the day it is delivered. Notices shall be addressed (a) if to PFPC, at 301 Bellevue Parkway, Wilmington, DE 19809, attn: President (or such address as PFPC may inform the Partnership in writing); (b) if to the Partnership, at the address of the Partnership; or (c) if to neither of the foregoing, at such other address or additional addresses as shall have been provided by like notice to the sender of any such notice or other communication by the other party. 20. AMENDMENTS. This Agreement, or any term thereof, may be changed or waived only by written amendment, signed by the party against whom enforcement of such change or waiver is sought. 21. DELEGATION; ASSIGNMENT. PFPC may assign its rights and delegate its duties hereunder to any majority-owned direct or indirect subsidiary of PFPC or of The PNC Financial Services Group, Inc., provided that PFPC gives the Partnership 60 days prior written notice of such assignment or delegation. 22. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of 13 which shall be deemed an original, but all of which together shall constitute one and the same instrument. 23. FURTHER ACTIONS. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof. 24. MISCELLANEOUS. (a) Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that the parties may embody in one or more separate documents their agreement, if any, with respect to delegated duties. (b) No Changes that Materially Affect Obligations. Notwithstanding anything in this Agreement to the contrary, the Partnership agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of PFPC hereunder without prior written notice to PFPC. (c) Captions. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. (d) Information. The Partnership will provide such information and documentation as PFPC may reasonably request in connection with services provided by PFPC to the Partnership. (e) Governing Law. This Agreement shall be deemed to be a contract made in Delaware and governed by Delaware law without regard to principles of conflict of law. 14 (f) Partial Invalidity. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby. (g) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. (h) No Representations or Warranties. Except as expressly provided in this Agreement, PFPC hereby disclaims all representations and warranties, express or implied, made to the Partnership or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. PFPC disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement. (i) Facsimile Signatures. The facsimile signature of any party to this Agreement shall constitute the valid and binding execution hereof by such party. (j) Customer Identification Program Notice. To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain, verify, and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003. Certain of PFPC's affiliates are financial institutions, and PFPC may, as a matter of policy, request (or may have already requested) the 15 Partnership's name, address and taxpayer identification number or other government-issued identification number, and, if such party is a natural person, that party's date of birth. PFPC may also ask (and may have already asked) for additional identifying information, and PFPC may take steps (and may have already taken steps) to verify the authenticity and accuracy of these data elements. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. PFPC INC. By: Title: QUADRIGA SUPERFUND, L.P. By: Title: 16 -----END PRIVACY-ENHANCED MESSAGE-----