S-1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 2008

REGISTRATION NO. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

SUPERFUND GOLD, L.P.

(Exact name of registrant as specified in its charter)

Delaware	6221
(State of Organization)	(Primary Standard Industrial
	Classification Code Number)
98-0574019
(I.R.S. Employer Identification Number)
	Roman Gregorig
Otway Building	Otway Building
P.O. Box 1479	P.O. 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 number, including area	(Name, address, including zip code, and telephone number, including
code, of registrant’s principal executive offices)	area code, of agent for service)

Copy to:

Daniel F. Spies
Sidley Austin LLP
One South Dearborn Street
Chicago, Illinois 60603
(312) 853-4167

     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. þ

     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. o

     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. o

     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. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o	Accelerated filer o	Non-accelerated filer o	Smaller reporting company þ
		(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

	Proposed Maximum
Title of each class of	aggregate	Amount of
securities being registered	offering price	registration fee1
Series A Units of Limited Partnership Interest	$100,000,000	$3,930
Series B Units of Limited Partnership Interest	$100,000,000	$3,930
Total	$200,000,000	$7,860

¹ Pursuant to Rule 457(o).

     The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SUPERFUND GOLD, L.P.

$100,000,000 SERIES A AND $100,000,000 SERIES B

UNITS OF LIMITED PARTNERSHIP INTEREST

The Offering

     Superfund Gold, L.P., a Delaware limited partnership, is offering two separate series of limited partnership units, designated Series A and Series B, in an aggregate offering amount of up to $200,000,000 for both Series. The primary objective of Superfund Gold, L.P. is to maintain the approximate equivalent of a dollar for dollar investment in gold while seeking appreciation of its assets over time by trading and investing in a portfolio of futures and forward contracts on stock indices, currencies, bonds, grains, energies, metals, agricultural markets and livestock. The two Series are traded and managed the same way except for the degree of leverage, and the assets and liabilities of each Series are segregated from the assets and liabilities of the other Series.

     Superfund Asset Management, Inc., and additional selling agents, are offering the Units for an initial offering period scheduled to end                     , 2008, subject to extension for up to 3 months. The initial net asset value per Unit of a Series will be the dollar price per ounce of gold established by the gold pool members of the London Bullion Market Association at the London A.M. fixing on the day Superfund Gold, L.P. begins trading and investment activities. After the initial offering period, Units will be continuously offered as of the last day of each month at their net asset value, stated in both ounces of gold and dollars. No up-front underwriting discount or commission will be taken. The selling agents will use their best efforts to sell the Units but are not required to sell any particular number of Units. There is no scheduled termination date for the offering of the Units. Subscription proceeds are held in escrow at HSBC Bank USA until released to Superfund Gold, L.P., however, there is no minimum number or dollar amount of Units that must be sold for Units to be issued at the end of the initial offering period or as of the end of any month. If the total amount registered pursuant to this offering of the Units is sold, the proceeds to Superfund Gold, L.P. will be $200,000,000 ($100,000,000 with respect to each Series of Units).

The General Partner

     Superfund Capital Management, Inc., a professional futures trading advisor and member of the Superfund group of affiliated companies, serves as the general partner and trading advisor of Superfund Gold, L.P.

Minimum Investment

     The minimum initial investment in a Series is $5,000; $1,000 for existing investors.

The Risks

     These are speculative securities. You could lose all or substantially all of your investment in a Series. Before you decide whether to invest, read this entire prospectus carefully and consider “THE RISKS YOU FACE” on page 9.

• The Series have not yet commenced operations and thus have no performance history.

• The Fund is speculative and leveraged. The Series will acquire positions with face amounts substantially greater than their total equity. Leverage magnifies the impact of both gains and losses.

• Performance is expected to be volatile; the net asset value per Unit may fluctuate significantly in a single month.

• Superfund Capital Management, Inc. is the sole trading advisor for the Fund. The use of a single advisor could mean lack of diversification and, consequently, higher risk.

• There is no secondary market for the Units. You may redeem your Units only as of a month-end. Transfers of Units are subject to limitations.

• A Series’ trading operations may be successful and yet the Series may still sustain losses if the value of the Series’ gold position declines by more than the amount of profits generated by the Series’ trading operations. Likewise, a Series’ gains, if any, from its gold position may be offset by losses incurred in its futures and forward trading.

• A Series may fail to achieve its objective of maintaining a dollar for dollar investment in gold if gold futures margins increase substantially, in which case the Series may reduce its gold position and continue its futures and forward trading activities.

• You will sustain losses if the substantial expenses of a Series are not offset by trading and/or gold investment profits and interest income.

     To invest, you will be required to represent and warrant, among other things, that you have received a copy of this Prospectus and that you satisfy the minimum net worth and income requirements for residents of your state to invest in a Series. You are encouraged to discuss your investment decision with your individual financial, tax and legal advisers.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offense.

     THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT.

Prospectus dated __________, 2008

COMMODITY FUTURES TRADING COMMISSION
RISK DISCLOSURE STATEMENT

     YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT FUTURES AND OPTIONS TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE POOL.

     FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT PAGES 3 AND 4 AND 22 THROUGH 25 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGES 5 AND 6.

     THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, BEGINNING AT PAGE 9.

     YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE EFFECTED.

     This Prospectus does not include all of the information or exhibits in Superfund Gold, L.P.’s Registration Statement. You can read and copy the entire Registration Statement at the Public Reference Facilities maintained by the Securities and Exchange Commission (“SEC”) in Washington, D.C.

     Superfund Gold, L.P. will file quarterly and annual reports with the SEC. You can read and copy these reports at the SEC Public Reference Facility in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information.

     Superfund Gold, L.P.’s filings will be posted at the SEC website at http://www.sec.gov.

SUPERFUND CAPITAL MANAGEMENT, INC.
General Partner

OTWAY BUILDING
PO BOX 1479
GRAND ANSE
ST. GEORGE’S, GRENADA
WEST INDIES
(473) 439-2418

TABLE OF CONTENTS

Part One—Disclosure Document
Summary	1
The Risks You Face	9
You Could Lose All or Substantially All of Your Investment in a Series	9
The Fund is a Newly Formed Entity With no Performance History	9
The Fund will be Highly Leveraged; Leverage Magnifies Losses as Well as Gains	9
The Performance of the Fund is Expected to be Volatile	9
Fees And Commissions are Charged Regardless Of Profitability and Will Cause Losses if Not Offset by Profits and Interest Income	9
An Investment in a Fund is not a Liquid Investment	9
Lack of Liquidity in the Market Could Result in Losses	9
Forward Transactions are Not Regulated and are Subject to Credit Risk	10
The General Partner Expects the Fund’s Performance to be Non-Correlated, Not Negatively Correlated, to Stocks and Bonds	10
A Series May be Subject to a Performance Fee Despite Certain Units Having Declined in Value	10
Gains, if any, From a Series’ Futures and Forward Trading May be Offset by Losses on its Gold Position, and Gains, if any, on its Gold Position May be Offset by Losses From its Futures and Forward Trading	11
The Series May Reduce Their Gold Positions or Their Futures and Forwards Trading Activity if Gold Margin Requirements Increase Substantially	11
The U.S. Dollar Price of Gold has Fluctuated Widely Over the Past Several Years. A Decline in the Price of Gold May Result in a Decline in the Value of the Units	11
Large-Scale Sales of Gold May Lead to a Decline in the Price of Gold and a Decline in the Value of the Units	11
Widening Interest Rate Differentials Between the Cost of Money and the Cost of Borrowing Gold Could Result in Increased Sales and a Decline in the Price of Gold	12
The General Partner Analyzes Only Technical Market Data, not any Economic Factors External to Market Prices	12
Speculative Position Limits May Alter Trading Decisions for Each Series	12
Increase in Assets Under Management may Affect Trading Decisions	12
Investors are Taxed Based on Their Share of Profits Attributable to the Series Which They Invest	12
Tax Could be due From Investors on Their Share of Ordinary Income Attributable to a Series Despite Overall Losses	12
There are Limits on the Deductibility of “Investment Advisory Fees”	13
The Failure of a Clearing Broker or Currency Dealer Could Result in Losses	13
The Fund is Subject to Conflicts of Interest	13
No Independent Experts Represented Investors in the Formation of the Fund	13
You Will be Relying on the General Partner Alone to Direct the Fund’s Trading	13
The Fund is not a Regulated Investment Company	14
A Bankruptcy Court Could Find the Assets of One Series to be Available to Offset the Liabilities of the Other Series	14
Regulatory Change is Impossible to Predict and May be Adverse to the Fund	14
Forwards, Swaps And Other Derivatives Are Not Subject To CFTC Regulation	14
Options on Futures are Speculative and Highly Leveraged	14
The Fund Will Trade Extensively in Foreign Markets	14
A Computer Systems Failure Could Result in Losses for the Fund	15
Superfund Capital Management, Inc.	15
Management’s Discussion And Analysis of Prospective Operations	18
Conflicts of Interest	21
Charges	22
Use of Proceeds	25
The Clearing Brokers; The Introducing Broker; Administration	26
Distributions; Redemptions; Exchanges; Net Asset Value	32
Superfund Gold, L.P. Limited Partnership Agreement	33
Federal Income Tax Aspects	35
Investment by Employee Benefit Plans	39
Plan of Distribution	40
Certain Legal Matters	42
Experts	43
Index to Financial Statements	44
Part Two—Statement of Additional Information
Strategy	55
Why Superfund?	58
The Futures And Forward Markets	59
Regulation	60
Investment Considerations	60
Exhibit A: Form of Limited Partnership Agreement	A-1
Exhibit B: Request for Redemption	B-1
Exhibit C: Subscription Representations	C-1
Exhibit D: Subscription Agreement	D-1
Exhibit E: Request for Transfer Form	E-1
Exhibit F: Subscription Agreement for an Additional Investment	F-1
Exhibit G: Series Exchange Subscription Agreement	G-1
Form of Selling Agent Agreement
Certificate of Limited Partnership of the Registrant
Limited Partnership Agreement of the Registrant
Opinion of Sidley Austin LLP
Form of Escrow Agreement
Consent of Deloitte & Touche LLP

     An electronic version of this Prospectus is available on a special web site (http://www.superfund.net) being maintained by Superfund Asset Management, Inc.

i

SUMMARY

General

     Superfund Gold, L.P. (the “Fund”) is offering two series of limited partnership units (“Units”): Superfund Gold, L.P. Series A and Superfund Gold, L.P. Series B (each, a “Series”). Each Series is designed to maintain the approximate equivalent of a dollar for dollar investment in gold while seeking appreciation of its assets through trading a diversified, trend following futures and forward trading program operated by Superfund Capital Management, Inc., the general partner and trading advisor of the Fund (the “General Partner”). The net asset value of each Series’ Units will be quoted in ounces of gold, as described below under “Summary — The Offering,” as well as in dollars.

     To obtain its investment in gold, the Series will enter into futures contracts to purchase gold in a dollar amount approximately equal to the amount of capital invested in each Series. The General Partner will adjust each Series’ gold position at the beginning of each month to reflect additions to and redemptions of Series capital, as well as profits and losses from the Series’ futures and forward trading activities and interest income, as of the end of the preceding month, so as to maintain a gold investment approximately equal to the Series’ total capital at the beginning of each month. You should note, however, that because the Series’ gold positions are adjusted only once each month, profits or losses incurred on a Series’ gold position or from a Series’ speculative futures and forward trading and interest income earned by a Series during a month may cause the value of a Series’ gold position at any time during a month to be greater than or less than the Series’ total capital at the beginning of the month.

     In addition to maintaining an investment in gold, each Series will trade speculatively in the U.S. and international futures and currency forward markets using Superfund’s automated computerized trading systems. The Superfund trading systems generate buy and sell trading signals and monitor relevant technical indicators on over 100 markets traded in the United States, Canada, Mexico, Europe and Asia. The primary sectors that each Series will trade are: stock indices, currencies, bonds, grains, energies, metals, agricultural markets and livestock. Each Series will attempt to emphasize instruments with low correlation to each other and high liquidity for trade order execution. Series B will implement the Fund’s futures and forward trading program at a leverage level equal to approximately 1.5 times that implemented on behalf of Series A, and, accordingly, is expected to have more volatile performance than Series A.

The General Partner

     Superfund Capital Management, Inc., a Grenada corporation, serves as the general partner and trading advisor of the Fund and each Series and is responsible for the trading and administration of each Series. The General Partner is a professional futures trading advisor and a member of the Superfund group of affiliated companies which, in aggregate, manage approximately $1.4 billion in assets worldwide as of April 30, 2008 pursuant to the same, or substantially similar, trend-following futures and forwards trading strategies to be implemented on behalf of the Fund. The General Partner intends to delegate certain administrative functions, including calculation of the Series’ net asset values and distribution of reports to investors, to PFPC, Inc., a major fund administration firm and member of the PNC Financial Services Group.

     The General Partner will contribute $1,000,000 to the capital of each Series prior to the commencement of trading. This amount is in addition to the total amount of Units offered by this Prospectus. The General Partner will maintain an investment in each Series of not less than 1% of the net asset value of the Series, including the General Partner’s investment, but may withdraw any excess above such 1% level at any month-end.

The Offering

     Superfund Asset Management, Inc. and additional selling agents are offering the Units for an initial offering period beginning on the date of this Prospectus and scheduled to end ___, 2008, subject to an extension for up to 3 months. The initial net asset value per Unit will be the U.S. dollar price per ounce of gold established by the gold pool members of the London Bullion Market Association at the London A.M. fixing on the day the Series begin their trading and investment activities, expected to be the first business day following the end of the initial

1

offering period. The number of Units to be issued to each investor subscribing for Units during the initial offering period will be determined by dividing each investor’s subscription amount by the U.S. dollar price per ounce of gold established as described above. For example, assuming an investor subscribes for $5,000 of Units during the initial offering period and the U.S. dollar price per ounce of gold established at the A.M. London fixing on the day the Series begin trading operations is $900.00, the investor would be issued 5.555 Units (5,000 ÷ 900.00) with a per Unit value of $900.

     After the initial offering period, Units will be available as of the end of each month at the then current net asset value per Unit which will be stated both in ounces of gold, reflecting the U.S. dollar price per ounce of gold established at the London A.M fixing on the last business day of the month, and in dollars. For example, assume the initial net asset value per Unit was $900, or one ounce of gold, as described above. Further assume that at the end of the first month following the commencement of a Series’ trading and investment activities, the U.S. dollar price per ounce of gold, established at the London fixing as described above, is $920.00 and that the Series has realized gains of $30.00 per Unit in interest income and profit from trading in the futures and forward markets. The net asset value per Unit would have increased by $50.00, $20.00 from the increase in the per ounce price of gold and $30.00 from interest and speculative trading, and would be $950.00 or approximately 1.032 ounces of gold (950 ÷ 920). The foregoing example is for illustrative purposes only. There can be no assurance, that the U.S. dollar price of gold will rise or not decline or that a Series will not incur losses from its futures and forward trading. The U.S. dollar price for gold established at the London A.M. fixing, and the closing price for the gold futures contracts to be traded by the Series will normally be different from each other, although the differences are expected to be insignificant as a percentage of the per ounce price of gold.

Series and Sub-Series of Units

     Within each Series, Units will be issued in two sub-Series. Series A-1 Units and Series B-1 Units are subject to the selling commissions described below under “Summary—Charges to Each Series.” Series A-2 Units and Series B-2 Units are not subject to selling commissions but are available exclusively to investors participating in selling agent asset-based or fixed-fee investment programs or a registered investment adviser’s asset-based fee or fixed-fee advisory program through which an investment adviser recommends a portfolio allocation to the Fund and for which Superfund Asset Management, Inc. serves as selling agent.

Minimum Investment

     The Minimum initial investment is $5,000 per Series; Existing investors may make additional investments in $1,000 minimums. Fractional Units will be issued calculated to three decimal places.

Major Risks of the Fund

– An investment in a Series is a speculative investment. You must be prepared to lose all or substantially all of your investment.

– The Fund is newly formed and thus has no performance history. The past performance of gold or of the General Partner’s trading program is not necessarily indicative of the future results of either Series.

– The Fund is speculative and leveraged. The Series will acquire positions with face amounts substantially greater than their total equity. Leverage magnifies the impact of both gains and losses.

– Performance is expected to be volatile; the net asset value per Unit may fluctuate significantly in a single month.

– The General Partner is the sole trading advisor for the Fund. The use of a single advisor could mean lack of diversification and, consequently, higher risk.

– There is no secondary market for the Units. You may redeem your Units only as of a month-end. Transfers of Units are subject to limitations.

2

– A Series’ trading operations may be successful and yet the Series may still sustain losses if the value of the Series’ gold position declines by more than the amount of profits generated by the Series’ trading operations and interest income. Likewise, a Series’ gains, if any, from its gold position may be offset by losses incurred in its futures and forward trading.

– Series may fail to achieve its objective of maintaining a dollar for dollar investment in gold or may reduce its normal level of futures and forward trading activities if gold futures margins increase substantially, in which case the Series may reduce its gold position and maintain its normal level of futures and forward trading activities or maintain its gold position and reduce its futures and forward trading activities, depending on the General Partner’s assessment of market conditions at that time.

– You will sustain losses if the substantial expenses of a Series are not offset by trading and/or gold investment profits and interest income.

– Each Series is subject to numerous conflicts of interest.

Investment Considerations

– The Fund is designed to maintain a long position in gold in a U.S. dollar amount approximately equal to the total capital contributed to each Series at the time it begins its trading activities and, thereafter, equal to the total capital of each Series as of the beginning of each month. The gold investment of each Series is intended to de-link the Series’ net asset value, which is denominated in U.S. dollars, from the value of the U.S. dollar relative to gold, essentially denominating the Series’ net asset value in terms of gold. However, if the U.S. dollar value of gold declines resulting in dollar losses for the Series, there can be no assurance that there will be a corresponding increase in the value or purchasing power of the U.S. dollar for goods (other than gold) or services priced in dollars. Further, there can be no assurance that trading losses incurred in the Fund’s speculative futures and forward trading will not result in overall losses for the Series or that the Series will not reduce its gold position if gold futures margin requirements increase significantly.

– The Fund is a leveraged investment fund, managed by an experienced, professional trading advisor, which will trade in a wide range of futures and forward markets.

– The General Partner utilizes a proprietary, systematic trading system for each Series. Trading decisions are not discretionary and thus do not involve human emotional responses to changing market conditions.

– An investment in the Units has the potential to help diversify traditional securities portfolios. A diverse portfolio consisting of assets that perform in an unrelated manner, or non-correlated assets, may increase overall return and/or reduce the volatility (a widely used measure of risk) of a traditional portfolio of stocks and bonds. However, for a non-correlated asset to increase a traditional portfolio’s overall returns, the non-correlated asset must outperform either stocks or bonds over the period being measured. There can be no assurance that a Series will outperform other sectors of an investor’s portfolio or not produce losses.

– The Fund will hold substantially all of its assets (including those assets used as margin deposits for trading activities) in U.S. government securities and/or interest bearing deposit accounts, segregated by Series. Accordingly, each Series, in addition to its potential to profit from its gold investment and active trading operations, will earn interest on all or almost all of its assets.

Limited Liability

     Investors cannot lose more than the amount of their investments and undistributed profits, if any. Thus, investors receive the advantage of limited liability in a highly leveraged trading vehicle.

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Redemptions, Distributions, Transfers and Exchanges

     The Fund is intended to be a medium- to long-term, i.e., 3 to 5-year, investment. However, monthly redemptions are permitted, without penalty or any redemption charge, upon ten (10) business days’ written notice to the General Partner. Redemption proceeds will be paid in U.S. dollars. Due to the availability of monthly redemptions, the General Partner does not intend to make any distributions, and the trading profits of a Series, if any, will be reinvested in the Series. Upon written request, an investment in either Series may be exchanged for an investment in the other Series by a simultaneous redemption and reinvestment at the then applicable respective net asset values of each Series. Units are transferable with the consent of the General Partner.

Charges to Each Series

     The Fund’s charges are substantial and must be offset by trading gains and/or gold investment profits and interest income in order to avoid depletion of each Series’ assets. The fees and expenses applicable to each Series are as follows:

          The General Partner

– 2.25% of net assets annual management fee (1/12 of 2.25% payable monthly) for each Series.

– A performance fee of 25% of new appreciation in each Series’ net assets, computed on a monthly basis, excluding interest income and changes in the value of the Series’ dollar for dollar investment in gold and adjusted for subscriptions and redemptions. New appreciation is the increase in a Series’ net asset value since the last time a performance fee was paid. Please see “Charges to Each Series — Performance Fee” for a more detailed discussion of new appreciation and the performance fee.

          Selling Agents and Others

–	Within each Series, Units will be issued in two sub-Series. Series A-1 Units and Series B-1 Units are subject to, and will pay Superfund Asset Management, Inc., a selling commission of 4% of the average month-end net asset value of such Units in monthly installments of 1/12 of 4% of the month-end net asset value of such Units. Thus, the Series A-1 Units and Series B-1 Units are charged a commission of 4% of the average month end net asset value per Unit in the initial year after purchase. These Units are charged additional selling commissions of 4% per annum of the average month-end net asset value per Unit thereafter; provided, however, that the maximum cumulative selling commission per Unit is limited to 10% of the initial public offering price for such Unit. Superfund Asset Management, Inc. may retain additional selling agents to assist with the placement of the Units and will pay all or a portion of the annual selling commission it receives in respect of the Units sold by the additional selling agents to the additional selling agents effecting the sales.
	Series A-2 Units and Series B-2 Units are not subject to selling commissions but are available exclusively to investors participating in selling agent asset-based or fixed-fee investment programs or a registered investment adviser’s asset-based fee or fixed-fee advisory program through which an investment adviser recommends a portfolio allocation to the Fund and for which Superfund Asset Management, Inc. or an affiliate serves as selling agent.
	Once a Series A-1 Unit or Series B-1 Unit has been charged selling commissions totaling 10% of the sale price of such Unit, the Unit will not be charged any further selling commissions and the net asset value of such Unit will be recalculated, and the Unit will be redesignated, in terms of Series A-2 Units or Series B-2 Units, as applicable, against which selling commissions are not charged. The redesignation of Series A-1 Units to Series A-2 or Series B-1 Units to Series B-2 Units will have no impact on the net asset value of an investor’s investment in the Fund at the time of such redesignation.

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– $25.00 per round-turn futures transaction (i.e., purchase and sale or sale and purchase) for brokerage fees will be charged, where brokerage commissions are charged in U.S. dollars, a portion of which will be paid to the clearing brokers for execution and clearing costs and the balance of which will be paid to Superfund Asset Management, Inc., which will serve as introducing broker for each Series. Brokerage commissions for certain foreign futures contracts to be traded by the Fund are charged in currencies other than the U.S. dollar. Commission rates for brokerage commissions charged in foreign currencies will be reset on the first business day of each calendar month to the foreign currency equivalent of $25.00 based on the then current U.S. dollar exchange rate for the applicable foreign currencies. Daily fluctuations in foreign currency exchange rates will, however, cause the actual commissions charged to the Fund for certain foreign futures contracts to be more or less than $25.00 per round-turn.

– Actual operating and ongoing offering expenses (including the costs of updating this Prospectus and registering additional Units for sale to the public), such as legal, auditing, administration, escrow, printing and postage costs, estimated to be 0.75% of average month-end net assets per year of each Series. The General Partner will assume liability for operating expenses in excess of 0.75% of average month-end net assets per year of each Series.

     The General Partner, or an affiliate, will bear, without reimbursement, the Fund’s organizational costs and the costs (other than sales commissions) of offering Units pursuant to this Prospectus.

Breakeven Analysis

     The following tables show the fees and expenses that an investor would incur on an initial investment of $5,000 in the Fund and the amount that such investment must earn to break even after one year. The breakeven analysis is an approximation only.

SERIES A-1 Units

				DOLLAR RETURN REQUIRED
	PERCENTAGE RETURN REQUIRED			($5,000 INITIAL INVESTMENT)
	INITIAL TWELVE MONTHS OF			INITIAL TWELVE MONTHS OF
ROUTINE EXPENSES	INVESTMENT			INVESTMENT
Management Fees		2.25	%	$	112.50
General Partner Performance Fees (1)		0	%	$	0
Selling Commissions (2)		4.00	%	$	200.00
Operating and Ongoing Offering Expenses		0.75	%	$	37.50
Brokerage Fees (3)		3.75	%	$	187.50
Less Interest Income (4)		1.50	%	$	75.50
TWELVE-MONTH BREAKEVEN (2)		9.25	%	$	462.00

SERIES A-2 Units

				DOLLAR RETURN REQUIRED
	PERCENTAGE RETURN REQUIRED			($5,000 INITIAL INVESTMENT)
	INITIAL TWELVE MONTHS OF			INITIAL TWELVE MONTHS OF
ROUTINE EXPENSES	INVESTMENT			INVESTMENT
Management Fees		2.25	%	$	112.50
General Partner Performance Fees (1)		0	%	$	0
Selling Commissions		0	%	$	0
Operating and Ongoing Offering Expenses		0.75	%	$	37.50
Brokerage Fees (3)		3.75	%	$	187.50
Less Interest Income (4)		1.50	%	$	75.50
TWELVE-MONTH BREAKEVEN		5.25	%	$	262.00

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SERIES B-1 Units

				DOLLAR RETURN REQUIRED
	PERCENTAGE RETURN REQUIRED			($5,000 INITIAL INVESTMENT)
	INITIAL TWELVE MONTHS			INITIAL TWELVE MONTHS
ROUTINE EXPENSES	OF INVESTMENT			OF INVESTMENT
Management Fees		2.25	%	$	112.50
General Partner Performance Fees (1)		0	%	$	0
Selling Commissions (2)		4.00	%	$	200.00
Operating and Ongoing Offering Expenses		0.75	%	$	37.50
Brokerage Fees (3)		5.63	%	$	281.50
Less Interest Income (4)		1.50	%	$	75.00
TWELVE-MONTH BREAKEVEN (2)		11.13	%	$	556.50

SERIES B-2 Units

				DOLLAR RETURN REQUIRED
	PERCENTAGE RETURN REQUIRED			($5,000 INITIAL INVESTMENT)
	INITIAL TWELVE MONTHS			INITIAL TWELVE MONTHS
ROUTINE EXPENSES	OF INVESTMENT			OF INVESTMENT
Management Fees		2.25	%	$	112.50
General Partner Performance Fees (1)		0	%	$	0
Selling Commissions		0	%	$	0
Operating and Ongoing Offering Expenses		0.75	%	$	37.50
Brokerage Fees (3)		5.63	%	$	281.50
Less Interest Income (4)		1.50	%	$	75.00
TWELVE-MONTH BREAKEVEN		7.13	%	$	356.50

(1)	No performance fees will be charged until breakeven costs are met. However, because the General Partner’s performance fee is payable monthly, it is possible for the General Partner to earn a performance fee during a break-even or losing year.
(2)	The maximum cumulative selling commission per Unit sold pursuant to this Prospectus is capped at 10% of the initial public offering price for each Unit. Accordingly, the annual breakeven points for holding Series A-1 Units and Series B-1 Units, after an investor has paid the maximum cumulative selling commission become 5.25% and 7.13%, respectively.
(3)	Assumes 1,500 round turn transactions per year for Series A, and 2,250 round-turn transactions per year for Series B, per million dollars at a rate of $25 per transaction.
(4)	The Fund will earn interest on substantially all of its assets. Interest income is assumed to be 95% of the current 91-day Treasury bill rate.

     The foregoing break-even analyses assume a constant $5,000 net asset value and a break-even year.

Federal Income Tax Aspects

     Each Series will be classified as a partnership for federal income tax purposes. As such, you will be taxed each year on the income attributable to the Series in which you invest whether or not you redeem Units or receive distributions from the Series.

     To the extent the Fund invests in futures and other commodity contracts, gain or loss on such investments will, depending on the contracts traded, consist of a mixture of: 1) ordinary income or loss; and/or 2) capital gain or loss.

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Forty percent (40%) of trading profits, if any, on U.S. exchange-traded futures contracts and certain foreign currency forward contracts are taxed as short-term capital gains at ordinary income rates and the remaining sixty percent (60%) is taxed as long-term capital gains at a lower maximum rate for individuals. Trading gains or losses from other contracts will be primarily short-term capital gains or losses, and interest income is taxed at ordinary income rates.

     Capital losses on the Units may be deducted against capital gains but may only be deducted against ordinary income to the extent of $3,000 per year. Therefore, you could pay tax on a Series’ interest income even though your investment in the Units has lost money.

Is Superfund Gold, L.P. a Suitable Investment for You?

     An investment in Units is speculative and involves a high degree of risk . The Series are not complete investment programs. The General Partner offers the Units as a diversification opportunity for an investor’s entire investment portfolio, and therefore an investment in Units should only be a limited portion of the investor’s portfolio. To invest, you must, at a minimum, have:

          (1) a net worth of at least $250,000, exclusive of home, furnishings and automobiles; or

          (2) a net worth, similarly calculated, of at least $70,000 and an annual gross income of at least $70,000.

     Some jurisdictions in which the Units are offered impose higher minimum suitability standards on prospective investors. These suitability standards are, in each case, regulatory minimums only, and merely because you meet such standards does not mean that an investment in the Units is suitable for you.

     You may not invest more than 10% of your net worth, exclusive of home, furnishings and automobiles, in Superfund Gold, L.P.

Subscription Procedure

     To Subscribe for Units, you must complete and sign the subscription documents that accompany this prospectus and deliver them to your selling agent at least five business days prior to the applicable month-end closing date. Payment instructions are included with the subscription documents. Subscription documents deemed valid and complete by the General Partner will be accepted once subscription payments have been received and cleared. No interest is earned while subscriptions are being processed.

Reports

     Commodity Futures Trading Commission Rules require that this Prospectus be accompanied by summary financial information, which may be a recent monthly report of the Fund, current within 60 calendar days.

     THIS POOL HAS NOT COMMENCED TRADING AND DOES NOT HAVE ANY PERFORMANCE HISTORY.

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Organizational Chart

     The organizational chart below illustrates the relationships among the various service providers of this offering. Superfund Capital Management, Inc. is both the general partner and trading advisor for the Fund. The selling agents (other than Superfund Asset Management, Inc.) and clearing brokers are not affiliated with Superfund Capital Management, Inc. or Superfund Gold, L.P.

(1) Superfund Capital Management, Inc. will maintain an investment in each Series of Superfund Gold, L.P. of not less than 1% of the net asset value of each such Series.

     Descriptions of the dealing between Superfund Capital Management, Inc. and its affiliates and the Fund are set forth below under “Conflicts of Interest” and “Charges to Each Series.”

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THE RISKS YOU FACE

You Could Lose All or Substantially All of Your Investment in a Series

     An investment in the Fund is a speculative investment. You will be relying on the General Partner to trade profitably and on the price of gold to rise or not to decrease substantially, neither of which can be assured. Consequently, you could lose all or substantially all of your investment in a Series.

The Fund is a Newly Formed Entity With no Performance History

     The Fund is a newly formed entity and thus has no performance history for prospective investors to evaluate. The past performance of the General Partner or its affiliates is not necessarily indicative of the future results of either Series.

The Fund will be Highly Leveraged; Leverage Magnifies Losses as Well as Gains

     Because the amount of margin funds necessary to enter into a futures or forward contract position is typically about 2% to 10% of the total value of the contract, the Series will be able to hold positions with face values far greater than each Series’ net assets. As a result of this leveraging, even a small adverse movement in the price of a contract can cause major losses.

The Performance of the Fund is Expected to be Volatile

     The General Partner expects the performance of each Series to be volatile. Futures and forward contract prices have a high degree of variability and are subject to occasional rapid and substantial changes, and the value of the Units may suffer substantial loss from time to time. The net asset value per Unit may change substantially between the date on which you subscribe for Units and the date on which your Units are issued or the date on which you request a redemption and the month-end redemption date.

Fees And Commissions are Charged Regardless Of Profitability and Will Cause Losses if Not Offset by Profits and Interest Income

     The Fund is subject to substantial charges payable irrespective of profitability in addition to performance fees which are payable based on each Series’ profitability. Each Series must have profits from its trading and/or gold investment and interest income to avoid losses. In order to breakeven during the first twelve months of investment, the Units must return approximately 9.25% (Series A-1 Units), 11.13% (Series B-1 Units), 5.25% (Series A-2 Units) and 7.13% (Series B-2 Units).

An Investment in a Fund is not a Liquid Investment

     There is no secondary market for the Units. While the Units have redemption rights, redemptions are permitted only at the end of a month upon 10 days’ prior written notice to the Fund. Transfers of the Units are permitted only upon 30 days’ advance written notice to the Fund.

Lack of Liquidity in the Market Could Result in Losses

     Futures and forward positions cannot always be liquidated at the desired price. It is difficult to execute a trade at a specific price when there is a relatively small volume of buy and sell orders in a market. A market disruption, such as when foreign governments may take or be subject to political actions which disrupt the markets in their currency or major exports, can also make it difficult to liquidate a position.

     Unexpected market illiquidity has caused major losses in the recent past in such sectors as emerging markets, mortgage-backed securities and other credit related instruments. There can be no assurance that the same will not happen in the futures markets generally, or in certain futures markets, at any time or from time to time. The large

9

size of the positions the Series may take increases the risk of illiquidity by both making its positions more difficult to liquidate and increasing the losses incurred while trying to do so.

     United States commodity exchanges impose limits over the amount the price of some, but not all, futures contracts may change on any day. If a market has moved adversely to a Series’ position and has reached the daily price limit, it may be impossible for the Series to liquidate its position until the limit is expanded by the exchange or the contract begins to trade away from the limit price.

Forward Transactions are Not Regulated and are Subject to Credit Risk

     The Fund will trade forward contracts in foreign currencies through a dealer market which is dominated by major money center banks and is substantially unregulated. Thus, you do not receive the same protection as provided to futures traders in United States markets by the Commodity Futures Trading Commission (“CFTC”) regulatory scheme or the statutory scheme of the Commodity Exchange Act. Each Series faces the risk of non-performance by the counterparties to the forward contracts and such non-performance may cause some or all of a Series’ gain, if any, on its forward trading to be unrealized.

The General Partner Expects the Fund’s Performance to be Non-Correlated, Not Negatively Correlated, to Stocks and Bonds

     Historically, managed futures have been generally non-correlated to the performance of other asset classes such as stocks and bonds. Non-correlation means that there is no statistically valid relationship between the past performance of futures and forward contracts on the one hand and stocks or bonds on the other hand. Non-correlation should not be confused with negative correlation, where the performance of two asset classes would be opposite each other. Because of this non-correlation, the Series cannot be expected to be automatically profitable during unfavorable periods for the stock or bond markets, or vice versa. If the Series do not perform in a manner non-correlated with the general financial markets or does not perform successfully, you will not obtain any diversification benefits by investing in the Units and you may have no gains to offset your losses from other investments.

A Series May be Subject to a Performance Fee Despite Certain Units Having Declined in Value

     Investors will purchase Units at different times and will, accordingly, recognize different amounts of profit and loss on their investments. However, Series performance fees are calculated on the basis of the new appreciation in the net asset value of each Sub-Series as a whole (excluding interest income and changes in the value of the dollar for dollar investment in gold), not on the increase in net asset value recognized by any particular Unit or Units. Consequently, the General Partner may still earn a performance fee even though certain Units have lost value since the date they were purchased. Additionally, Units may incur losses generating a loss carryforward for purposes of calculating subsequent performance fees payable by a Series. The benefit of any such loss carryforward will be diluted by the admission of new Limited Partners to such Series, and the differential between any loss carryforwards attributable to the Sub-Series within each Series will be eliminated with respect to Series 1 Units redesignated as Series 2 Units after selling commissions are no longer chargeable to such Series 1 Units.

     Additionally, because the performance fee is charged to each Series based on the new appreciation in the net asset value of the Series due to futures and forward trading performance, the General Partner may earn a performance fee for its trading performance even though the dollar value of the Units held by an investor, has declined due to a decrease in the dollar value of gold. Conversely, the dollar value of the Units may increase to a new high, yet the General Partner may not earn a performance fee because the new appreciation in the value of the Units is attributable to the rising dollar value of the Series’ dollar for dollar investment in gold rather than the General Partner’s futures and forward trading performance.

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Gains, if any, From a Series’ Futures and Forward Trading May be Offset by Losses on its Gold Position, and Gains, if any, on its Gold Position May be Offset by Losses From its Futures and Forward Trading

     An investment in a Series is not equivalent to an investment in gold. Rather, it is an investment in a product that combines a gold investment with a trend following futures and forwards trading program. The gold investment is intended to de-link each Series’ net asset value, which is denominated in U.S. dollars, from the value of the U.S. dollar relative to gold, essentially denominating the Series’ net asset value in terms of gold. Consequently, if the U.S. dollar value of gold declines, gains, if any, from the Series’ futures and forward trading may not be sufficient for the Series to avoid a decline in the net asset value of its Units expressed in U.S. dollars, the currency in which Units are redeemed. Likewise, losses from a Series futures and forward trading may be greater than any increase in the U.S. dollar value of gold resulting in a decline in the net asset value of the Units. Additionally, there can be no assurance that, if the value of gold declines relative to the U.S. dollar, there will be any corresponding increase in the value or purchasing power of the U.S. dollar for goods (other than gold) or services priced in U.S. dollars.

The Series May Reduce Their Gold Positions or Their Futures and Forwards Trading Activity if Gold Margin Requirements Increase Substantially

     If the margin requirements for a Series’ gold futures position should increase substantially, the General Partner, in its discretion, may reduce, or eliminate, the Series’ gold position so as to be able to continue the Series’ futures and forward trading. If the General Partner reduces a Series’ gold position, the Series will not achieve its objective of maintaining a gold investment approximately equal to the net asset value of the Series at the beginning of each month, possibly resulting in a lost profit opportunity if the value of gold should thereafter appreciate relative to the U.S. dollar and possibly resulting in a decline in purchasing power of the net asset value of the Series, expressed in U.S. dollars, if the appreciation in the U.S. dollar value of gold is the result of inflation in the U.S. dollar price of goods and services. Conversely, the General Partner, in its discretion, may reduce, or eliminate, the Series’ futures and forwards trading activities so as to be able to maintain the Series’ gold investments. If the General Partner reduces a Series’ futures and forwards trading activity, the Series’ capital appreciation objective through trading and investing in a portfolio of futures and forward contracts will be impaired and the performance of the Fund will become more similar to the performance of an unleveraged investment in gold.

The U.S. Dollar Price of Gold has Fluctuated Widely Over the Past Several Years. A Decline in the Price of Gold May Result in a Decline in the Value of the Units

     While generally advancing, the price of gold has fluctuated widely over the past several years. Several factors may affect the price of gold, including: global gold supply and demand, which is influenced by such factors as forward selling by producers, purchases made by producers to unwind hedge positions, central bank purchases and sales, and production and cost levels in major gold producing countries such as South Africa, the United States and Australia; investors’ expectations with respect to the rate of inflation; currency exchange rates; interest rates; investment and trading activities of investment funds; and global or regional political, economic or financial events and situations. You should be aware that there is no assurance that gold will maintain its value against the U.S. dollar in terms of purchasing power. There can be no assurance that the price of gold will continue to advance or not decline. Unless offset by trading profits and interest income, a decline in the price of gold will result in a decline in the net asset value of the Units expressed in U.S. dollars, the currency in which Units are redeemed.

Large-Scale Sales of Gold May Lead to a Decline in the Price of Gold and a Decline in the Value of the Units

     The possibility of large-scale distress sales of gold in times of crisis may have a short-term negative impact on the price of gold and adversely affect the value of the Units. For example, the 1997 Asian financial crisis resulted in significant sales of gold by individuals which depressed the price of gold. Crises in the future may impair gold’s price performance which would, in turn, adversely affect an investment in the Units. Moreover, substantial sales of gold by the official sector could adversely affect an investment in the Units. The official sector consists of central banks, other governmental agencies and multilateral institutions that buy, sell and hold gold as part of their reserve assets. Since 1999, most gold sales by the official sector have been made in a coordinated manner under the terms of the Central Bank Gold Agreement. In the event that future economic, political or social conditions or pressures result in members of the official sector liquidating their gold assets all at once or in an uncoordinated manner, the demand for gold might not be sufficient to accommodate the sudden increase in supply. Consequently, the price of

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gold could decline significantly, which would adversely affect the value of the Units expressed in U.S. dollars, the currency in which Units are redeemed.

Widening Interest Rate Differentials Between the Cost of Money and the Cost of Borrowing Gold Could Result in Increased Sales and a Decline in the Price of Gold

     A combination of rising interest rates and a continuation of the current low cost of borrowing gold (the gold lease rate) could improve the economics of selling gold forward. This could result in increased hedging by gold mining companies and short selling by speculators, which could adversely affect the price of gold and thus the value of the Units expressed in U.S. dollars, the currency in which Units are redeemed.

The General Partner Analyzes Only Technical Market Data, not any Economic Factors External to Market Prices

     The trading systems used by the General Partner for each Series are technical, trend-following methods developed on the basis of statistical analysis of market price behavior, not on the basis of fundamental economic factors. The profitability of trading under these systems depends on, among other things, the occurrence of significant and sustained price trends, up or down, in at least some of futures and forward markets traded by the Series. Such trends may not develop; there have been periods in the past without price trends in some of the markets to be traded by the Series. The likelihood of the Units being profitable could be materially diminished during periods when events external to the markets themselves have an important impact on prices. During such periods, the Series will maintain the positions indicated by General Partner’s trading systems which could result in significant losses if the events prove to be adverse.

Speculative Position Limits May Alter Trading Decisions for Each Series

     The CFTC has established limits on the maximum net long or net short positions which any person may hold or control in certain, primarily agricultural and grain, futures contracts. Exchanges also have established such limits, including limits on gold which may have an impact on the ability of the Fund to acquire its dollar for dollar gold position or may limit the Fund’s ability to issue new Units. All accounts controlled by the General Partner, including the accounts of the Series, are combined for speculative position limit purposes. If positions in those accounts were to approach the level of the particular speculative position limit, the General Partner may modify the trading decisions for the Fund or be forced to liquidate certain futures positions, possibly resulting in losses.

Increase in Assets Under Management may Affect Trading Decisions

     The General Partner has not agreed to limit the amount of money it may manage and it and its affiliates are actively seeking to raise additional capital for the investment products they manage. The more assets the General Partner and its affiliates manage, the more difficult it may be for the Series to trade profitably because of the difficulty of trading larger positions without adversely affecting prices and performance. Accordingly, increases in capital under management may require the General Partner to modify its trading decisions for the Series which could have a detrimental effect on your investment.

Investors are Taxed Based on Their Share of Profits Attributable to the Series Which They Invest

     Investors are taxed each year on their share of Fund profits, if any, attributable to the Series in which they invest (including any profits arising out of the Series’ gold investment) irrespective of whether they redeem any Units or receive any cash distributions from a Series. All performance information included in this prospectus is presented on a pre-tax basis; investors who experienced such performance may have had to redeem a portion of their investments or, otherwise, pay the related taxes from other sources.

Tax Could be Due From Investors on Their Share of Ordinary Income Attributable to a Series Despite Overall Losses

     Investors may be required to pay tax on their share of ordinary income, from interest and gain on some foreign futures contracts, attributable to the Series in which they invest even though such Series incurs overall losses.

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Capital losses from trading can be used only to offset capital gains and $3,000 of ordinary income each year. Consequently, if an investor were allocated $5,000 of ordinary income and $10,000 of capital losses, the investor would owe tax on $2,000 of ordinary income even though the investor would have a $5,000 loss for the year. The remaining $7,000 capital loss may be carried forward and used in subsequent years to offset capital gain and ordinary income, but subject to the same annual limitation on its deductibility against ordinary income.

There are Limits on the Deductibility of “Investment Advisory Fees”

     The General Partner does not intend to treat the ordinary expenses of the Fund as “investment advisory fees” for federal income tax purposes. The General Partner believes that this is the position adopted by virtually all United States futures fund sponsors. However, were the ordinary expenses of the Fund characterized as “investment advisory fees,” non-corporate taxpayers would be subject to substantial restrictions on the deductibility of those expenses, would pay increased taxes in respect of an investment in the Units and could actually recognize taxable income despite having incurred a financial loss.

The Failure of a Clearing Broker or Currency Dealer Could Result in Losses

     The Commodity Exchange Act requires a clearing broker to segregate all funds received from customers from such broker’s proprietary assets. If any of the clearing brokers fails to do so, the assets of the Fund might not be fully protected in the event of the bankruptcy of the clearing broker. Furthermore, in the event of any of the clearing broker’s bankruptcy, the Fund would be limited to recovering only a pro rata share of all available funds segregated on behalf of the clearing broker’s combined customer accounts. The Fund’s trading in currency forward contracts will generally be conducted in the dealer market, which is dominated by major money center banks, not subject to the provision of the Commodity Exchange Act. As a result, you do not have the protections provided by the Commodity Exchange Act in the event of the bankruptcy of a Fund currency dealer.

The Fund is Subject to Conflicts of Interest

     The Fund is subject to numerous conflicts of interest. The General Partner acts as both trading advisor and general partner of the Fund and each Series. The fees payable to the General Partner were established by it and were not the subject of arm’s-length negotiation. Superfund Asset Management, Inc. and the General Partner both have financial incentives to promote the sale and discourage the redemption of Units. The General Partner has not established any formal procedures for resolving conflicts of interest and you will be dependent on the good faith of the parties with conflicts to resolve the conflicts equitably. See “Conflicts of Interest.”

No Independent Experts Represented Investors in the Formation of the Fund

     The General Partner has consulted with counsel, accountants and other experts regarding the formation and operation of the Fund. No counsel has been appointed to represent the Limited Partners in connection with the offering of the Units. Accordingly, each prospective investor should consult his own legal, tax and financial advisers regarding the desirability of an investment in a Series.

You Will be Relying on the General Partner Alone to Direct the Fund’s Trading

     The Fund is structured as a single-advisor managed futures fund. Many managed futures funds are structured as multi-advisor funds to attempt to control risk and reduce volatility through combining advisors whose historical performance records have exhibited a significant degree of non-correlation with each other. As a single-advisor managed futures fund, the Series may have a greater profit potential than investment vehicles employing multiple advisors but may also have increased performance volatility and a higher risk of loss.

     The incapacity of one or more of the General Partner’s principals could have a material and adverse effect on its ability to discharge its obligations under the Partnership Agreement. Additionally, the General Partner may withdraw as general partner with respect to a Series, or the Fund as a whole, upon 120 days’ notice, which would cause such Series, or the Fund, to terminate unless a substitute general partner was obtained. Neither the General Partner nor its principals are under any obligation to devote a minimum amount of time to the operation of the Fund.

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The Fund is not a Regulated Investment Company

     The Fund is not an investment company subject to the Investment Company Act of 1940. Accordingly, you do not have the protections afforded by that statute which, for example, requires investment companies to have a majority of disinterested directors and regulates the relationship between the adviser and the investment company.

A Bankruptcy Court Could Find the Assets of One Series to be Available to Offset the Liabilities of the Other Series

     The Fund is organized as a series limited partnership pursuant to Section 17-218 of the Delaware Revised Uniform Limited Partnership Act (“Section 17-218”), with separate series of limited partnership interests and assets. Section 17-218 provides that, if certain conditions (as set forth in Section 17-218) are met, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular series shall be enforceable only against the assets of such series and not against the assets of the limited partnership generally or any other series. Accordingly, the assets of one Series of the Fund include only those funds and other assets that are paid to, held by or distributed to the Fund on account of and for the benefit of that Series, including, without limitation, funds delivered to the Fund for the purchase of Units in that Series. However, the limitations on inter-series liability provided by Section 17-218 have never been tested in court. Thus there is a risk that a court, and in particular, a Bankruptcy Court, could determine that the assets of one Series should be applied to meet the liabilities of the other Series or the liabilities of the Fund generally where the assets of such other Series or of the Fund generally are insufficient to meet its liabilities.

Regulatory Change is Impossible to Predict and May be Adverse to the Fund

     The futures markets are subject to comprehensive regulation. In addition, the CFTC and the exchanges are authorized to take extraordinary actions in the event of a market emergency, including, suspending trading. Market regulation in the United States is a rapidly changing area of law and is subject to modification by government and judicial action. In addition, various national governments have expressed concern regarding the disruptive effects of speculative trading in the currency markets and the need to regulate the “derivatives” markets in general. The effect of any future regulatory change on the Series is impossible to predict, but could be substantial and adverse.

Forwards, Swaps and Other Derivatives are not Subject to CFTC Regulation

     The Fund may trade swaps and other off-exchange contracts in addition to currency forward contracts. Swap agreements involve trading income streams such as a fixed rate payment for a floating rate payment. These instruments are generally traded over the counter in unregulated markets and participants must rely on the creditworthiness of their counterparties to fulfill their obligations of the transaction. The Fund will not receive the protections provided by the CFTC’s regulatory scheme with respect to these transactions.

Options on Futures are Speculative and Highly Leveraged

     Options on futures contracts may be used by the Fund to generate premium income or in lieu of futures contracts. Futures options involve risks similar to futures in that options are speculative and highly leveraged. The buyer of an option risks losing the entire purchase price (the premium) of the option. The writer (seller) of an option risks losing the difference between the premium received for the option and the price of the commodity or futures contract underlying the option which the writer must purchase or deliver upon exercise of the option (which losses can be unlimited). Specific market movements of the commodities or futures contracts underlying an option cannot be accurately predicted.

The Fund Will Trade Extensively in Foreign Markets

     A substantial portion of the Fund’s trades will take place on markets or exchanges outside the United States. The risk of loss in trading foreign futures contracts and foreign options can be substantial. Non-U.S. markets may not be subject to the same degree of regulation as their U.S. counterparts. None of the CFTC, NFA or any domestic exchange regulates activities of any foreign boards of trade or has the power to compel enforcement of the rules of a

14

foreign board of trade or any applicable foreign laws. In addition, some foreign exchanges are “principals markets” in which performance is the responsibility only of the individual exchange member counterparty, not of the exchange or a clearing facility. In such cases, the Fund will be subject to the risk that the member with whom the Fund has traded is unable or unwilling to perform its obligations under the transaction. The price of any foreign futures or foreign options contract and, therefore, the potential profit and loss thereon, may be affected by any variance in the foreign exchange rate between the time the order is placed and the time it is liquidated, offset or exercised.

     Trading on foreign exchanges also presents the risk of loss due to the possible imposition of exchange controls (making it difficult or impossible for the Fund to repatriate some or all of the Series’ assets held by foreign counterparties), government expropriation of assets, taxation, government intervention in markets and limited rights in the event of bankruptcy of a foreign counterparty or exchange.

A Computer Systems Failure Could Result in Losses for the Fund

     The General Partner’s strategies are dependent to a significant degree on the proper functioning of its internal computer systems. Accordingly, systems failures, whether due to failures by third parties upon which such systems are dependent or the failure of the General Partner’s hardware or software, could disrupt trading or make trading impossible until such failure is remedied. Any such failure, and consequential inability to trade (even for a short time), could, in certain market conditions, cause the fund to experience significant trading losses or to miss opportunities for profitable trading. Any such failures could also cause a temporary delay in reports to investors. Similarly, a systems failure of any of the Fund’s futures brokers or forward or swap dealers or of any exchange on which the Fund is trading could cause the fund to experience significant trading losses or to miss opportunities for profitable trading.

SUPERFUND CAPITAL MANAGEMENT, INC.

Description

     Superfund Capital Management, Inc. is the general partner of the Fund and commodity trading advisor of each Series. It is a Grenada corporation with offices located at Otway Building, P.O. Box 1479, Grand Anse, St. George’s, Grenada West Indies, and its telephone number is (473) 439-2418. The Fund’s books and records are maintained at this location. The General Partner’s sole business is the trading and management of discretionary futures accounts, including commodity pools. It has been registered with the CFTC as a commodity pool operator since May 9, 2001 and has been a member of the NFA since January 7, 2003. As of April 30, 2008, the General Partner and its affiliates had approximately $1.4 billion in assets under management in the futures and forward markets.

     Pursuant to the Partnership Agreement, the General Partner has the sole authority and responsibility for managing the Fund and for directing the investment and reinvestment of each Series’ assets.

     The principals of the General Partner are Christian Baha, Roman Gregorig and Nigel James. Mr. James and Mr. Gregorig are responsible for the firm’s trading decisions through the implementation of the General Partner’s proprietary computerized trading system. The principals of the General Partner do not intend to purchase Units. The General Partner has agreed, however, that its capital account in each Series at all times will equal at least 1% of the aggregate net capital contributions of all Limited Partners in each such Series. The background of each of the principals of the General Partner is set forth below. The Past Performance of the General Partner is set forth on pages 17-18.

     Christian Baha, age 39, is the General Partner’s founder and sole owner. Mr. Baha began his financial career in Austria in 1991 by developing software for the technical analysis of financial data. In 1995, Mr. Baha founded the first members of the Superfund group of affiliated companies specializing in managed futures funds and began to develop a worldwide distribution network. With profit sharing rights certificates, Mr. Baha launched an alternative investment vehicle for private investors. Launched on March 8, 1996, this product is called the Superfund Unternehmens-Beteiligungs-Aktiengesellschaft (Superfund Q-AG), and was formerly known as Quadriga

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Beteiligungs & Vermögens AG (Quadriga AG). In 2003, a new generation of managed futures funds was internationally launched under the brand name “Superfund” and previously existing products have since been re-branded under this name. Simultaneously with the development of the Quadriga /Superfund group of affiliated companies, Mr. Baha founded the software company TeleTrader AG, which has been listed on the Vienna Stock Exchange since March 2001. Mr. Baha is also an associated person and principal of Superfund Asset Management, Inc., positions which he has held since July 1999 and June 1997, respectively. He is a graduate of the police academy in Vienna, Austria and studied at the Business University of Vienna, Austria.

     Roman Gregorig, age 44, is Vice President and Principal Financial Officer of the General Partner, Mr. Gregorig has been a Director of the General Partner as well as its Audit Committee Financial Expert and Principal Accounting Officer since March 3, 2006. Mr. Gregorig became a licensed tax advisor in 1993 and subsequently worked as a partner at Treufinanz Wirtschaftstreuhand GmbH, an Austrian accounting firm. In 2000, Mr. Gregorig became licensed to perform auditing services by the Austrian Chamber of Conventional Trustees. He then founded Gregorig Consulting GmbH, specializing in providing accounting and tax consulting services to companies in the financial sector, which he sold in 2005. Since June 2005, Mr. Gregorig has served in various oversight positions for multiple member companies of the Superfund group of affiliated companies. Mr. Gregorig graduated from the Academy of Commerce in Vienna, Austria, in 1986.

     Nigel James, age 27, was appointed as President of the General Partner on July 13, 2006. Mr. James has been an employee of various members of the Superfund group of affiliated companies since July 2003 when he became a software developer for Superfund Trading Management, Inc. In May 2005, he was promoted to the role of Intellectual Technology Project Manager for Superfund Trading Management, Inc. Mr. James graduated from the University of the West Indies in Barbados with a Bachelor’s Degree in Computer Science and Management in May 2003.

Trading Strategy

     In addition to its dollar for dollar gold position, which the Fund will achieve by acquiring futures contracts to purchase gold in an amount approximately equal to each Series’ net asset value when the Series begins its trading activities and, thereafter, as of the beginning of each month, the Fund will trade speculatively in the U.S. and international futures and foreign currency forward markets.

     The General Partner will make futures and forwards trading decisions for each Series using a proprietary, fully automated computerized trading system, which generates buy and sell trading signals and monitors relevant technical indicators on a broad array of futures and foreign currency markets, in the U.S., Canada, Mexico, Europe and Asia. The Superfund proprietary trading system was developed by Christian Baha and Christian Halper, and is licensed on a non-exclusive basis to the General Partner. By using a fully-automated trading system, human emotions are removed from the capital management process.

     The General Partner’s trading strategy is based on the implementation of a four-point philosophy consisting of (i) market diversification, (ii) technical analysis, (iii) trend-following, and (iv) money management. The Superfund trading system scans over 100 different futures and foreign currency markets worldwide on a daily basis attempting to identify possible opportunities that fit within the General Partner’s selection criteria. The Superfund trading system emphasizes instruments with low correlation to each other and high liquidity for trade order execution. The primary sectors that the Fund may trade are: stock indices, currencies, bonds, grains, energies, metals (including gold), agricultural markets and livestock.

     The General Partner believes that the key to identifying potentially profitable trends using technical analysis is in the way the technical indicators and perimeters interrelate and are combined. The Superfund trading system is designed to identify market patterns that offer high reward to risk potential based on historical data. For example, the decision to establish new positions is based on a proprietary algorithm that seeks to identify market trends at an early stage of formation. These trends can last from days to months. Trend identification is accomplished by analyzing technical indicators and parameters such as moving averages, Bollinger bands, which are technical channel indicators calculated as multiples of the standard deviation above and below a moving average, and other technical indicators. Once potential trades are identified, the system applies additional filters at the trade level with

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respect to trend and volatility analysis and, before generating definite buy or sell signals, takes into consideration macro variables such as overall risk capital available for trading and portfolio volatility.

     With respect to money management, before entering new positions, the Superfund trading system defines the maximum open risk per position based on market correlation and market volatility. This money management filter is also applied after positions have been established, on a daily basis per market, and the Superfund trading system adjusts existing stop order levels or reduces position size if the proprietary pre-defined risk measures are met or exceeded due to market volatility or changes in market correlation. Finally, positions are exited either by being stopped out or adjusted as a result of the changes in volatility or market correlation.

     Once finally determined, trade instructions are transmitted to Superfund Asset Management, Inc., which serves as the Fund’s introducing broker, for execution through the Fund’s executing and clearing brokers.

     The General Partner will implement the trading signals generated by the Superfund trading system with respect to gold apart from the dollar for dollar gold position established at the beginning of each month. As a consequence, the aggregate value of the Fund’s gold position will be more than the net asset value of Fund where the Superfund trading system indicates a long position in gold or less than the net asset value of the Fund where the Superfund trading system indicates a short position in gold.

     The leverage employed with respect to Series A is the same as that for Quadriga Superfund, L.P. Series A, a series of Quadriga Superfund, L.P. which is a commodity pool managed by the General Partner and offered to the public in the United States, and Superfund Gold SPC –Superfund Segregated Portfolio A, a segregated portfolio of a private non-U.S. fund managed by Superfund Trading Management, Inc., an affiliate of the General Partner, which employs substantially the same futures and forwards trading strategy to be employed for Series A and which maintains a gold investment substantially similar to that to be maintained by Series A. The leverage employed with respect to Series B, equal to approximately 1.5 times that implemented on behalf of Series A, is the same as that for Quadriga Superfund, L.P. Series B, a series of Quadriga Superfund, L.P., and Superfund Gold SPC –Superfund Segregated Portfolio B, a segregated portfolio of a private non-U.S. fund managed by Superfund Trading Management, Inc. which employs substantially the same futures and forwards trading strategy to be employed for Series B and which maintains a gold investment substantially similar to that to be maintained by Series B. Performance information for each series of Quadriga Superfund, L.P. is shown below under “— Past Performance of Superfund Capital Management, Inc.” and for Superfund Gold SPC –Superfund Segregated Portfolios A and B under “Part Two — Statement Of Additional Information —Supplemental Performance “ beginning on page 57 of this Prospectus.

     The Trading method, systems, and money management techniques employed by the General Partner are proprietary and confidential. The foregoing description is general and is not intended to be complete. There can be no assurance that the General Partner’s trading systems will successfully identify trends that the Fund can capitalize on or produce results similar to those produced in the past for other funds managed by the General Partner or its affiliates.

Past Performance of Superfund Capital Management, Inc.

     The General Partner currently serves as general partner and sole trading advisor to another publicly offered commodity pool, Quadriga Superfund, L.P., which offers two series of units to its investors. Performance information for that pool is set forth below. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

Name of Pool	Quadriga Superfund, L.P. — Series A
Inception of Trading	November 2002
Aggregate Subscriptions as of April 30, 2008	$88.4 million
Net Asset Value as of April 30, 2008	$42.42 million
Largest Monthly Drawdown (March 2003)	(20.12%)
Worst Peak-to-Valley Drawdown (February 2004 to December 2006)	(25.97%)

2008	15.50% (4 mos.)
2007:	(0.92%)
2006:	12.94%
2005:	(9.43%)
2004:	11.34%
2003:	20.23%

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Name of Pool	Quadriga Superfund, L.P. — Series B
Inception of Trading	November 2002
Aggregate Subscriptions as of April 30, 2008	$75.73 million
Net Asset Value as of April 30, 2008	$44.92 million
Worst Monthly Drawdown (March 2003)	(29.11%)
Worst Peak-to-Valley Drawdown (February 2004 to April 2006)	(34.22%)

2008	20.97% (4 mos.)
2007:	(2.59%)
2006:	19.74%
2005:	(12.06%)
2004:	16.82%
2003:	27.71%

Drawdown: Losses experienced by a pool or account over a specified period.

Worst peak-to-valley drawdown: Greatest cumulative percentage decline in month-end net asset value due to losses sustained by a pool or account during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

     The General Partner and its affiliates operate commodity pools which are exempted from specific CFTC disclosure standards. Pursuant to applicable CFTC regulations, the performance of these exempted pools is not required to be, and is not, presented in this Prospectus. Such exempted pools, other than Superfund Gold SPC, the performance of which is set forth under “Part Two — Statement Of Additional Information —Supplemental Performance,” are structured differently from the Series in that they do not maintain a dollar for dollar gold position in addition to pursuing futures and forwards trading strategies.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF PROSPECTIVE OPERATIONS

Prospective Operations

     Superfund Gold, L.P. was organized on March 19, 2008 under the Delaware Limited Partnership Act. The Fund is a speculative commodity pool which will trade pursuant to the General Partner’s diversified futures and forward trend-following trading program while maintaining an investment in gold approximately equal to the total capital of each Series as of the beginning of operations and, thereafter, as of the beginning of each month.

     The General Partner’s futures and forwards trading program is entirely quantitative in nature and generates trading signals on the basis of statistical analyses of past price histories and current price action. Fundamental factors affecting the prices of commodities and financial instruments, such as economic conditions, political events, weather factors, etc., are not directly relevant to the General Partner’s trading program, although there are frequent periods during which fundamental factors external to the market dominate prices.

     The success of the Fund’s futures and forward trading will depend on the ability of the General Partner’s trading program to recognize and capitalize on price trends in different sectors of the global capital and commodity markets. Investors investing in the Units must recognize, however, that they are essentially committing capital to a “black box” trading strategy. There is no way to predict how this strategy will perform in the future, and if it does not perform successfully, investors may lose all or substantially all of their investment.

     Although the Fund is designed to maintain a long position in gold in a U.S. dollar amount approximately equal to its total capital adjusted on a monthly basis, investors must recognize that an investment in Units is not the equivalent of an investment in gold. Rather, it is an investment in a product that combines a gold investment with a trend following futures and forwards trading program. The gold investment is intended to de-link each Series’ net asset value, which is denominated in U.S. dollars, from the value of the U.S. dollar relative to gold, essentially denominating the Series’ net asset value in terms of gold. Consequently, if a Series suffers net losses due to losses from futures and forwards

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trading, the General Partner will generally reduce the size of the Series’ gold position. Additionally, there can be no assurance that, if the value of gold declines relative to the U.S. dollar, there will be any corresponding increase in the value or purchasing power of the U.S. dollar for goods (other than gold) or services priced in U.S. dollars.

Capital Resources

     The Fund will raise capital only through the sale of Units offered pursuant to the initial and continuing offering and does not intend to raise any capital through borrowings. Due to the nature of the Fund’s business, it will make no capital expenditures and will have no capital assets which are not operating capital or assets.

Liquidity

     Most United States commodity exchanges limit fluctuations in futures contracts prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” During a single trading day, no trades may be executed at prices beyond the daily limit. This may affect the fund’s ability to initiate new positions or close existing ones or may prevent it from having orders executed. Futures prices have occasionally moved the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent the Fund from promptly liquidating unfavorable positions and subject the Fund to substantial losses, which could exceed the margin initially committed to such trades. In addition, even if futures prices have not moved the daily limit, the Fund may not be able to execute futures trades at favorable prices if little trading in such contracts is taking place.

     Trading in forward contracts introduces a possible further impact on liquidity. Because such contracts are executed “off exchange” between private parties, the time required to offset or “unwind” these positions may be greater than that for regulated instruments. This potential delay could be exacerbated to the extent a counterparty is not a United States person.

     Other than these limitations on liquidity, which are inherent in the Fund’s futures trading operations, the Fund’s assets are expected to be highly liquid.

Financial Instrument Risk

     In the normal course of its business, the Fund will be a party to financial instruments with off-balance sheet risk, including exchange traded futures contracts and over-the-counter currency forward contracts. 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 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 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 counterparty to an OTC contract.

     Market risk is the potential for changes in the value of the financial instruments to be traded by the Fund due to market changes. 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 Fund’s open positions at the same time, and if the General Partner was unable to offset such positions, the Fund could experience substantial losses. The General Partner will attempt to minimize market risk through real-time monitoring of open positions, diversification of the portfolio and maintenance of a margin-to-equity ratio in all but extreme instances of not greater than 50%.

     In addition to market risk, in entering into futures and forward contracts there is a risk that a counterparty will not perform according to the terms of a contract entered into with the Fund, that is, credit risk. 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

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amounts of the instruments. The Fund has credit risk and concentration risk with respect to the brokers and dealers through which the Fund conducts its operations.

     The General Partner will monitor and attempt to control 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 market and credit risks to which the Fund is subject with respect to market risk, these monitoring systems allow the General Partner 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 General Partner will attempt to mitigate the Fund’s credit risk by transacting only with large, well capitalized institutions.

Off-Balance Sheet Arrangements

     The Fund will not engage in off-balance sheet arrangements with other entities.

Contractual Obligations

     The Fund will not enter into contractual obligations or commercial commitments to make future payments of a type that would be typical for an operating company. The Fund’s sole business will be trading futures contracts and forward currency contracts, both long (contracts to buy) and short (contracts to sell), and possibly swap contracts on certain commodities. All such contracts are settled by offset, not delivery. Substantially all such contracts will be for settlement within four months of the trade date and substantially all such contracts will be held by the Fund for less than four months before being offset or rolled over into new contracts with similar maturities. The Financial Statements of Series A and Series B each will present a Condensed Schedule of Investments setting forth net unrealized appreciation (depreciation) of such Series’ open future and forward currency contracts at the end of the reporting period for which such statements are prepared.

Critical Accounting Policies — Valuation Of The Fund’s Positions

     The General Partner believes that the accounting policies that will be most critical to the Fund’s financial condition and results of operations relate to the valuation of the Fund’s positions. The majority of the Fund’s positions will be exchange-traded futures contracts, which will be valued daily at settlement prices published by the exchanges. Any spot and forward foreign currency contracts held by the Fund will also be valued at published daily settlement prices or at dealers’ quotes. The Fund will use the amortized cost method for valuing U.S. Treasury Bills; accordingly, the cost of securities plus accreted discount, or minus amortized premium, approximates fair value. Thus, the General Partner expects that under normal circumstances substantially all of the Fund’s assets will be valued on a daily basis at fair value using objective measures.

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CONFLICTS OF INTEREST

     The General Partner has not established any formal procedures to resolve the conflicts of interest described below. You should be aware that no such procedures have been established, and that, consequently, you will be dependent on the good faith of the respective parties subject to such conflicts to resolve such conflicts equitably. Although the General Partner will attempt to resolve conflicts in good faith, there can be no assurance that these conflicts will not, in fact, result in losses for the Fund.

The General Partner

     Conflicts exist between the General Partner’s interests in and its responsibilities to the Fund. The conflicts are inherent in the General Partner acting as general partner for and trading advisor to the Fund and the Series. These conflicts and the potential detriments to the Limited Partners are described below. The General Partner’s selection of itself as trading advisor was not objective, because it is also the general partner of the Fund and the general partner associated with each Series. In addition, it has a disincentive to replace itself as the advisor. The advisory relationship between the Fund with respect to the Series and the General Partner, including the fee arrangement, was not negotiated at arm’s length. Investors should note, however, that the General Partner believes that the fee arrangements are fair and competitive with compensation arrangements in pools involving independent general partners and advisors.

     Neither the General Partner nor its principals devote their time exclusively to managing the Series. The General Partner acts as general partner to other commodity pools and the principals are involved in the activities of affiliates of the General Partner, some of which serve as trading advisor to other accounts which may compete with the Series for futures positions and the General Partner’s (or its principals’) services. Thus, the General Partner, or its principals, could have a conflict between responsibilities owed to the Fund and those owed to other pools and accounts. The General Partner believes that it has sufficient resources to discharge its responsibilities in this regard in a fair manner. The General Partner or its affiliates may receive higher advisory fees from some of those other accounts than it receives from the Series. The General Partner and its affiliates, however, trade all accounts pursuing the same or a substantially similar trading and investment strategy in a substantially similar manner, given the differences in size and timing of the capital additions and withdrawals, and, in the case of the Fund, giving due consideration to the dollar for dollar gold position.

     In addition, the General Partner may find that futures positions established for the benefit of the Series, including the Fund’s dollar for dollar gold position, when aggregated with positions in other accounts managed by the General Partner, approach the speculative position limits in a particular commodity. The General Partner may decide to address this situation either by liquidating positions in that futures contract and reapportioning the portfolio in other contracts or by trading contracts in other markets which do not have restrictive limits. The General Partner, and its affiliates, will treat all affected accounts equitably, giving due consideration to differences in account size, leverage level and investment objectives, including the Fund’s dollar for dollar gold position. Any principal of the General Partner may trade futures and related contracts for its own account. Trading records for any proprietary trading are not available for review by clients or investors. Employees of the General Partner are prohibited from trading for their own accounts.

     Because the General Partner and/or its principals may trade for their own accounts at the same time that they are managing the Series, investors should be aware that, as a result of a neutral allocation system, testing a new trading system, trading their proprietary accounts more aggressively or other actions not constituting a violation of fiduciary duty, such persons may from time to time take positions in their proprietary accounts which are opposite, or ahead of, the positions taken for the Series. The results of any such trading will not be made available to Limited Partners.

Superfund Asset Management, Inc.

     Superfund Asset Management, Inc., an affiliate of the General Partner, will serve as an introducing broker for the Fund and, as such, receive a portion of the round turn futures trading commissions to be paid by the Series. The affiliation between Superfund Asset Management and the General Partner gives rise to a conflict of interest in that the General Partner has an incentive to trade more frequently than it otherwise might absent the affiliation in order to generate commission income for its affiliate, and the round turn brokerage commission to be paid by the Series to Superfund Asset Management was not negotiated at arm’s length. Nevertheless, the General Partner does not intend

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to initiate trades for the Series other than the trades indicated by Superfund’s systematic, non-discretionary automated trading system and in accordance with its money management filters defining the maximum open risk per position taken. Because the General Partner is responsible for selecting brokers for the Fund, it is unlikely to select a different introducing broker, or dismiss Superfund Asset Management.

The Clearing Brokers

     The clearing brokers, and the affiliates and personnel of such entities, may trade futures and forward contracts for their own accounts. This trading could give rise to conflicts of interest with the Series. The clearing brokers also may serve as a brokers for other commodity pools, which could give rise to conflicts of interest between their responsibility to the Series and to those pools and clients. Any clearing broker that is also a selling agent could give rise to conflicts of interest because its compensation in each role is based on the net asset value of Units outstanding, and in making recommendations to redeem or purchase additional Units, employees of such clearing brokers may have a conflict of interest between acting in the best interest of their clients and assuring continued compensation to their employer.

The Selling Agents

     The selling agents, including Superfund Asset Management, Inc., receive substantial annual selling commissions on the sale of Units. Consequently the selling agents have a conflict of interest in advising their clients whether to invest in the Units. The selling agents receive selling commissions based on Units sold by them equal to, in the aggregate, up to 10% of the initial public offering price for each Unit. Consequently, until this maximum cumulative selling commission limit is reached, the selling agents have a disincentive to advise clients to redeem their Units even if doing so is in such clients’ best interests. Likewise, once a selling agent has been paid the full 10% selling commission, the selling agent may have an incentive to advise its clients to redeem their Units, even if doing so is not in the clients’ best interest.

Fiduciary Duty and Remedies

     In evaluating the foregoing conflicts of interest, a prospective investor should be aware that the General Partner has a responsibility to the Limited Partners to exercise good faith and fairness in all dealings affecting the Series. The fiduciary responsibility of a general partner to limited partners is a developing and changing area of the law and investors or prospective investors who have questions concerning the duties of the General Partner as general partner should consult their own professional advisors.

     If a Limited Partner believes that the General Partner has violated its fiduciary duty to the Limited Partners, he may seek legal relief individually or on behalf of such Series in which he holds Units under applicable laws, including under the Delaware Revised Uniform Limited Partnership Act, as amended (the “Act”) and under commodities laws, to recover damages from or require an accounting by the General Partner. The Partnership Agreement is governed by Delaware law and any breach of the General Partner’s fiduciary duty under the Partnership Agreement will generally be governed by Delaware law. The Partnership Agreement does not limit the General Partner’s fiduciary obligations under Delaware or common law; however, the General Partner may assert as a defense to claims of breach of fiduciary duty that the conflicts of interest and fees payable to the General Partner have been disclosed in this Prospectus.

CHARGES

     The following list of fees and expenses includes all compensation, fees, profits and other benefits (including reimbursement of out-of-pocket expenses) which the General Partner, the selling agents, the clearing brokers and the affiliates of those parties may earn or receive in connection with the offering of the Units and operation of the Fund and Series. Prospective investors should refer to the Breakeven Analysis for each Series beginning on page 5 for an estimate of the break-even amount that is required for an investor to recoup such fees and expenses, or “break even” during the first year following an investment in the Units.

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Charges to be Paid by Each Series

Recipient	Nature of Payment	Amount of Payment
The General Partner	Management Fee	1/12 of 2.25% of month-end net asset value (a 2.25% annual rate).
The General Partner	Performance Fee	25% of new appreciation (described below), if any, excluding interest income, on a monthly basis.
Superfund Asset Management, Inc. and clearing and executing futures brokers	Round-Turn Commodity Brokerage	$25 per round-turn futures transaction where commissions and margin are denominated in U.S. dollars. Approximately $25 per round-turn futures transactions for certain non-U.S. futures contracts, as described below.
Superfund Asset Management, Inc. and additional selling agents	Selling Compensation	1/12 of 4% of month-end net asset value (a 4% annual rate) of the Series A-1 and Series B-1 Units; provided, however, that the maximum selling compensation paid shall not exceed 10% of the aggregate initial sales price of all Units sold pursuant to this offering, as described below. Superfund Asset Management, Inc. may pay all or a portion of the sales compensation it receives to additional selling agents assisting with the placement of the Units.
Forward Counterparties	“Bid-ask” Spreads	These spreads are not actually fees but are dealer profit margins imbedded in forward contract pricing and are thus not quantifiable.
Others	Operating and Ongoing Offering Expenses	Actual expenses, such as legal, auditing, accounting, escrow, printing, mailing and filing costs, including fees and expenses of PFPC Inc. or other administrator providing administration services to the Fund, not expected to exceed 0.75% of average month-end net asset value of each Series.

Management Fee

     The Fund will pay the General Partner a monthly management fee equal to one-twelfth of 2.25% (2.25% annually) of the month-end net asset value of each Series. This fee will be paid to the General Partner for providing ongoing advisory services and is payable regardless of whether or not the Series are profitable.

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Performance Fee

     The Fund will pay the General Partner a monthly performance fee equal to 25% of the new appreciation (if any) in the net asset value of each Series attributable to the General Partner’s futures and forward trading performance (including the trading of gold pursuant to trading signals generated by the Superfund trading system as part of the Fund’s trend-following trading strategy). “New appreciation” means the total increase in net asset value of a Series from the end of the last period for which a performance fee was earned by the General Partner, after adjusting for subscriptions and redemptions, excluding interest income and the appreciation or depreciation arising from a Series’ dollar for dollar gold position. New appreciation is not reduced by extraordinary expenses, if any, or by the performance fee itself. That is, the General Partner does not have to earn back the performance fee previously paid in order to generate new appreciation. If a performance fee payment is made by a Series, and that Series thereafter incurs net trading losses, the General Partner will retain the amount previously paid. Because “new appreciation” is calculated without regard to profits or losses on a Series’ passive gold position, but only with regard to profits or losses attributable to the General Partner’s speculative futures and forward trading, “new appreciation” may be achieved during a month in which losses attributable to a Series’ passive gold position are not off-set by gains from futures and forward trading but a performance fee is nevertheless earned and paid. Thus, the General Partner may be paid a performance fee during a year in which a Series incurred net losses. Trading losses will be carried forward and no further performance fees may be paid until the prior trading losses have been recovered; however, redemption of Units will result in a proportional decrease in any such trading loss carryforward. Similarly, because “new appreciation” is calculated without regard to profits or losses attributable to a Series’ passive gold position, it is possible for a Series to achieve net profits, attributable to the Series’ passive gold position, during a month in which the General Partner’s futures and forward trading is not profitable, in which case, no performance fee would be earned or paid for such month.

     For example, assume a Series paid a performance fee at the end of the first month of 2009 and assume that such Series recognized trading profits (net of all brokerage fees, management fees, and operating and offering expenses and excluding interest income and profits or losses on the Series’ passive gold position) of $200,000 during the second month of 2009. The new appreciation for the month would be $200,000 and the General Partner’s performance fee would be $50,000 (0.25 X $200,000). Alternatively, assume that such Series paid a performance fee at the end of the eleventh month of 2008 but did not pay a performance fee at the end of the twelfth month of 2008 because it had trading losses of $100,000. If such Series recognized trading profits of $200,000 at the end of the first month of 2009 the new appreciation (excluding interest income and profit or loss on the Series’ passive gold position) for the month would be $100,000 ($200,000 — $100,000 loss carryforward) and the General Partner’s performance fee would be $25,000 (0.25 X $100,000).

Operating and Ongoing Offering Expenses

     Each Series will pay its allocable portion of the Fund’s actual operating expenses, including the costs of updating this Prospectus and registering additional Units for sale to the public, such as legal, auditing, administration, escrow, filing fees, printing and postage costs, not expected to exceed 0.75% of the average month-end net assets per year of each Series. The General Partner will assume liability for operating expenses in excess of 0.75% of the average month-end net assets per year of each Series. Indirect expenses in connection with the administration of the Fund, such as salaries, rent, travel and overhead of the General Partner are borne by the General Partner, not the Fund or either Series.

Round-Turn Brokerage Commissions

     Each Series will be charged brokerage fees of $25.00 per round turn futures transaction plus applicable NFA and exchange fees where brokerage commissions are charged in U.S. dollars. Brokerage commissions for certain foreign futures contracts to be traded by the Fund are charged in currencies other than the U.S. dollar. Commission rates for brokerage commissions charged in foreign currencies will be reset on the first business day of each calendar month to the foreign currency equivalent of $25.00 based on the then current U.S. dollar exchange rate for the applicable foreign currencies. Daily fluctuations in foreign currency exchange rates will, however, cause the actual commissions charged to the Fund for certain foreign futures contracts to be more or less than $25.00 per round-turn. A portion of the Fund’s brokerage fees will be paid to the clearing brokers for execution and clearing costs and the balance will be paid to Superfund Asset Management, Inc., which serves as introducing broker for each Series.

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“Bid-Ask” Spreads

     Currency dealers trade with a spread between the price at which they are prepared to buy or sell a particular currency. These “bid-ask” spreads represent a profit margin to the dealer for making a market in the currency. The General Partner cannot quantify the amount of dealer profit that is embedded in a price quoted by a dealer but does believe that the Fund will effect currency transactions at prevailing market prices. Dealer profit from the Series’ currency trading may, over time, be substantial.

Sales Compensation

     Within each Series, Units will be issued in two sub-Series. Series A-1 Units and Series B-1 Units are subject to the selling commissions described below.

     Series A and Series B will pay Superfund Asset Management, Inc. a selling commission of 4% of the average month-end net asset value of each outstanding Series A-1 Unit and Series B-1 Unit, respectively, in monthly installments of 1/12 of 4% of the month end net asset value of such Units (the liability for which will be allocated to the Series A-1 Units and Series B-1 Units, not Series A and Series B generally). Thus, the Series A-1 Units and Series B-1 Units are charged a commission of 4% of the average month end net asset value per Unit in the initial year after purchase. The Series A-1 Units and Series B-1 Units are charged additional selling commissions of 4% per annum of the average month end net asset value per Unit thereafter; provided, however, that the maximum cumulative selling commission per Unit is limited to 10% of the initial public offering price for such Unit (maximum of $20,000,000 in respect of the $200,000,000 in Units registered in this offering). Superfund Asset Management, Inc. may retain additional selling agents to assist with the placement of the Units and will pay all or a portion of the annual selling commission it receives in respect of the Series A-1 Units and Series B-1 Units sold by the additional selling agents to the additional selling agents effecting the sales.

     Once a Series A-1 Unit or Series B-1 Unit has been charged selling commissions totaling 10% of the sale price of such Unit, the Unit will not be charged any further selling commissions and the net asset value of such Unit will be recalculated, and the Unit will be redesignated, in terms of Series A-2 Units or Series B-2 Units, as applicable, against which selling commissions are not charged, as described below. The redesignation of Series A-1 Units to Series A-2 Units or Series B-1 Units to Series B-2 Units will have no impact on the net asset value of an investor’s investment in the Fund at the time of such redesignation (although immediately following such redesignation, an investor will hold fewer Units than before such redesignation, but such Units will have a higher per Unit net asset value).

     Series A-2 Units and Series B-2 Units are not subject to selling commissions but are available for purchase only to investors participating in selling agent asset-based or fixed-fee investment programs or a registered investment adviser’s asset-based fee or fixed fee advisory program through which an investment adviser recommends a portfolio allocation to the Fund and for which Superfund Asset Management, Inc. or an affiliate serves as selling agent. The General Partner, not the Series or any Limited Partner, will pay additional selling agents an administrative fee of 0.35% of the average annual Net Asset Value of the outstanding Series A-2 Units and Series B-2 Units sold by or through such additional selling agents.

USE OF PROCEEDS

     The entire offering proceeds received from subscriptions for Units will be used by the Series for the purpose of engaging in the futures and forwards trading activities described in this Prospectus, acquiring a dollar for dollar passive gold position, as described herein, and as reserves to support the Series’ trading and investment activities.

     The Fund will deposit each Series’ assets in cash or U.S. government securities in separate accounts in the name of each such Series with the Fund’s clearing brokers for use as margin, in accounts at major banks in the United States and with foreign exchange counterparties as collateral. The assets deposited for margin purposes with the Fund’s clearing brokers will be held in “customer segregated funds accounts” or “foreign futures and foreign options secured amount accounts,” as required by the Commodity Exchange Act and CFTC regulations. Assets held by the clearing brokers will be held in cash or in U.S. government securities and possibly other instruments approved by the CFTC for the investment of customer segregated funds.

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     The Series will trade in the forward currency markets. The Fund, in the name of each Series, will deposit assets with foreign exchange counterparties in order to initiate and maintain currency forward contracts. Such assets will be held in U.S. government securities or in cash, for which the Series will receive interest credits at short-term rates. The foreign exchange counterparties may receive a benefit as a result of the deposit of such cash in the form of a reduction in their outstanding overnight borrowings, despite such cash belonging to the Series, not the counterparties. These accounts are not subject to the segregation regulations of the CFTC and thus may offer less protection than segregated funds accounts in the event of the bankruptcy of a foreign exchange counterparty.

     Excluding the margin required to maintain each Series’ gold position, the General Partner expects, based on current margin requirements, that approximately 20% of the Fund’s assets attributable to Series A and approximately 30% of the Fund’s assets attributable to Series B will be committed as margin and collateral at any one time to support the Fund’s speculative trend-following trading in futures and forward contracts, although the margin-to-equity ratio of each Series may range from approximately 10% to 50% due to factors such as market volatility and changes in margin requirements, and neither Series is limited in the amount of leverage it may use at any one time (although Series B will generally trade at a margin-to-equity ratio of approximately 1.5 times that of Series A).

     On an ongoing basis, the General Partner expects that each Series will be able to earn interest on approximately 95% of its daily net assets. The General Partner will not receive any interest income earned on the approximately 5% of the Series’ assets which do not earn interest.

     The General Partner does not expect to make any distributions of profits earned by the Series, if any.

     Neither the Fund nor either Series will lend any assets to any person or entity other than through permitted securities investments. The General Partner will not commingle the property of either Series with the property of any other person, provided, however, that deposits with banks, futures or securities brokers or foreign exchange and derivative dealers shall not be considered a prohibited commingling.

THE CLEARING BROKERS; THE INTRODUCING BROKER; ADMINISTRATION

ADM Investor Services, Inc.

     ADMIS is a registered futures commission merchant (“FCM”) and is a member of the NFA. Its main office is located at 141 W. Jackson Blvd., Suite 1600A, Chicago, IL 60604. In the normal course of its business, ADMIS is involved in various legal actions incidental to its commodities business. None of these actions are expected either individually or in aggregate to have a material adverse impact on ADMIS.

     Neither ADMIS nor any of its principals have been the subject of any material administrative or criminal actions within the past five years.

Newedge USA, LLC and Newedge Alternative Strategies, Inc.

     Currently, Newedge USA serves as one of the Fund’s clearing brokers to execute and clear the Fund’s futures transactions and provide other brokerage-related services. NAST may execute foreign exchange or other over-the-counter transactions with the Fund, as principal. Newedge USA and NAST are subsidiaries of Newedge Group. Newedge USA is a FCM and broker-dealer registered with the CFTC and the SEC, and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). Newedge USA is a clearing member of all principal futures exchanges located in the United States as well as a member of the Chicago Board Options Exchange, International Securities Exchange, New York Stock Exchange, Options Clearing Corporation, and Government Securities Clearing Corporation. NAST is an eligible swap participant that is not registered or required to be registered with the CFTC or the SEC, and is not a member of any exchange.

     Newedge USA and NAST are headquartered at 630 Fifth Avenue, Suite 500, New York, NY 10111 with branch offices in San Francisco, California; Chicago, Illinois; Philadelphia, Pennsylvania; Kansas City, Missouri and Houston, Texas.

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     Neither Newedge USA, NAST nor any of their principals has been the subject of any material administrative, civil, or criminal action within the past five years, nor is any such action pending. Neither Newedge USA LLC, NAST nor any affiliate, officer, director or employee thereof have passed on the merits of this Prospectus or offering, or give any guarantee as to the performance or any other aspect of the Fund.

     Prior to January 2, 2008, Newedge USA, LLC was known as Fimat USA, LLC, while NAST was known as Fimat Alternative Strategies Inc.

MF Global Inc.

     MFG is registered under the Commodity Exchange Act, as amended, as a FCM and a commodity pool operator, and is a member of the NFA in such capacities. In addition, MFG is registered with FINRA as a broker-dealer. MFG was formerly known as Man Financial Inc. (“MFI”) until the change of name to MFG was effected on July 19, 2007. MFG is a member of all major U.S. futures exchanges and most major U.S. securities exchanges. MFG’s main office is located at 717 Fifth Avenue, 9th Floor, New York, New York 10022-8101. MFG’s telephone number at such location is (212) 589-6200.

     At any given time, MFG is involved in numerous legal actions and administrative proceedings, which in the aggregate, are not, as of the date of this Prospectus, expected to have a material effect upon its condition, financial or otherwise, or to the services it will render to the Fund. There have been no administrative, civil or criminal proceedings pending, on appeal or concluded against MFG or its principals within the five years preceding the date of this Prospectus that MFI would deem material for purposes of Part 4 of the Regulations of the CFTC, except as follows:

     In May, 2006, MFI was sued by the Receiver for Philadelphia Alternate Asset Fund (“PAAF”) and associated entities for common law negligence, common law fraud, violations of the Commodity Exchange Act and RICO violations (the “Litigation”). In December, 2007, without admitting any liability of any party to the Litigation to any other party to the Litigation, the Litigation was settled with MFI agreeing to pay $69 million, plus $6 million of legal expenses, to the Receiver, in exchange for releases from all applicable parties and the dismissal of the Litigation with prejudice. In a related action, MFI settled a CFTC administrative proceeding (In the Matter of MF Global, f/k/a Man Financial Inc., and Thomas Gilmartin) brought by the CFTC against MFI and one of its employees for failure to supervise and recordkeeping violations. Without admitting or denying the allegations, MFI agreed to pay a civil monetary penalty of $2 million and accepted a cease and desist order. MFI has informed Superfund Capital Management that the settlements referenced above will not materially affect MFG or its ability to perform as a clearing broker.

     On February 20, 2007, MFI also settled a CFTC administrative proceeding (In the Matter of Steven M. Camp and Man Financial Inc., CFTC Docket No. 07-04) in which MFI was alleged to have failed to supervise one of its former associated persons who was charged with fraudulently soliciting customers to open accounts at MFI. The CFTC alleged that the former associated person misrepresented the profitability of a web-based trading system and of a purported trading system to be traded by a commodity trading advisor. Without admitting or denying the allegation, MFI agreed to pay restitution to customers amounting to $196,900.44 and a civil monetary penalty of $120,000. MFI also agreed to a cease and desist order and to strengthen its supervisory system for overseeing sales solicitations by employees in connection with accounts to be traded under letters of direction in favor of third party system providers.

     On March 6, 2008, and thereafter, four virtually identical proposed class action securities suits were filed against MF Global Ltd., certain of its officers and directors, and Man Group plc. The complaints allege that the registration statement and prospectus issued in connection with MF Global Ltd.’s initial public offering in July 2007, were materially false and misleading to the extent that representations were made regarding the company’s risk management policies, procedures and systems. The allegations are based upon the company’s disclosure of $141.5 million in trading losses incurred in a single day by an associated person in his personal trading account, which losses the company was responsible to pay as an exchange clearing member.

     MFG acts only as clearing broker for the futures accounts to be traded pursuant to this Prospectus and as such is paid commissions for executing and clearing trades. MFG has not passed upon the adequacy or accuracy of

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this Prospectus and will not act in any supervisory capacity with respect to Superfund Capital Management nor participate in the management of Superfund Capital Management or the Fund. Therefore, prospective investors should not rely on MFG in deciding whether or not to participate in the Fund.

Bear, Stearns Securities Corp.

     Bear Stearns presents a unique double FCM structure which separates proprietary and customer business. BSSC is a wholly owned and guaranteed subsidiary of Bear, Stearns & Co. Inc. (“BSCI”). Each is registered as an FCM and a broker-dealer. BSSC clears and carries all futures and options on futures contracts and all securities transactions. BSCI executes futures and securities transactions and may conduct its own proprietary trading. Thus, the entity that conducts proprietary trading does not clear customer business. When appropriate in this discourse, BSCI and BSSC may be referred to collectively as “Bear Stearns”.

     At any given time, either BSCI or BSSC, or both, may be involved in legal and/or administrative actions. Some actions may relate to futures trading and some, whether related to futures or other activities due to the combined FCM and broker-dealer status of each entity, seek significant damages. Matters that may be considered material and relevant for this disclosure are set forth below.

     There were no material administrative actions and no criminal actions against Bear Stearns, in its capacity as an FCM in the past five years. There were private civil actions against BSCI in its capacity as an FCM in the past five years. Included in these matters was an action in U.S. Federal Court, Southern District of New York, on March 19, 2004, titled George Dale, Commissioner of Insurance for the State of Mississippi, in his official capacity as receiver of Franklin Protective Life Insurance Company, et al. v. Bear Stearns & Co., Inc., Bear, Stearns Securities Corp. and Thomas Blair. Plaintiffs are court-appointed receivers for seven insurance companies seeking assets allegedly misappropriated by Martin Frankel from 1990 to 1999. Bear Stearns and a former employee were alleged to have violated the Racketeer Influenced and Corrupt Organizations Act and the common law by purportedly providing assistance to Frankel. Compensatory damages in excess of $200 million before being trebled under RICO were sought. Bear Stearns denied all liability and ultimately settled the litigation for $1,250,000, a sum less than the cost expended over the years in vigorous defense of the lawsuit and also less than the anticipated cost of continuing the defense.

     None of the pending actions are believed to be material to an investor’s decision to invest with a commodity pool operator or commodity trading advisor which clears through Bear Stearns.

     As noted above, Bear Stearns, in addition to being a registered FCM, is a registered broker-dealer and as such has been and continues to be subject to various disciplinary inquiries and actions, none of which have or are expected by Bear Stearns to have a material adverse effect on its business.

     In each of the matters described below, none of the activities were related to futures trading.

     Beginning March 17, 2008, various shareholders of The Bear Stearns Companies Inc. (the “Company”) filed a number of purported class action lawsuits against the Company, its Board of Directors and certain of the Company’s present and former executive officers. Among other things, these actions allege that the individual defendants breached their fiduciary duties and obligations to the Company’s shareholders by agreeing to the proposed acquisition of the Company by JP Morgan Chase (“JPMC”). Five of these actions have been filed in the Supreme Court of the State of New York and have been consolidated under the caption In re Bear Stearns Litigation; two of these actions have been filed in the Delaware Court of Chancery where plaintiffs filed a motion to consolidate their cases in Delaware. JPMC is named as a defendant in certain of these cases. In each of these actions, plaintiff seeks to enjoin the proposed merger, other injunctive relief and an unspecified amount of compensatory damages. On April 9, 2008, the Delaware Court of Chancery granted the Company’s and JPMC’s motion to stay the Delaware action in favor of the New York action, at least until the preliminary injunction motion is resolved. The Delaware court also granted plaintiffs’ motion to consolidate their cases.

     The Company and certain of its current and former officers and/or directors have also been named as defendants in several putative class actions commenced in the U.S. District Court for the Southern District of New

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York purporting to represent the interests of participants in the Company’s Employee Stock Ownership Plan (“ESOP”) during the time period of December 2006 through the present (the “Class Period”). These actions allege defendants breached their fiduciary duties to plaintiffs and to the other participants and beneficiaries of the ESOP by (a) failing to prudently manage the ESOP’s investment in Company securities; (b) failing to communicate fully and accurately about the risks of the ESOP’s investment in the Company’s stock; (c) failing to avoid or address alleged conflicts of interest; and (d) failing to monitor those who managed and administered the ESOP. In connection with these allegations each Plaintiff asserts claims for violations under various sections of the Employee Retirement Income Security Act of 1974, as amended, and seeks reimbursement to the ESOP for all losses, an unspecified amount of monetary damages and imposition of a constructive trust.

     In addition to the foregoing, various shareholders of the Company have commenced purported class actions against the Company and certain of its current and former officers and/or directors on behalf of all persons who purchased or otherwise acquired common stock of the Company between December 14, 2006 and March 14, 2008 (the “Class Period”). These three actions, commenced in the U.S. District Court for the Southern District of New York, allege that defendants issued materially false and misleading statements regarding the Company’s business and financial results and that as a result of those false statements, the Company’s common stock traded at artificially inflated prices during the Class Period. In connection with these allegations, the Complaint asserts claims for violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934.

     On December 15, 2005, the Company announced that it submitted an Offer of Settlement to the SEC and the New York Stock Exchange (“NYSE”) to resolve investigations by the SEC and the NYSE relating to mutual fund trading. On March 16, 2006, the SEC and the NYSE announced a settlement with Bear Stearns of previously disclosed investigations relating to mutual fund trading. The terms of the settlement include a payment of $250 million and retention of independent consultants to review aspects of Bear Stearns’ mutual fund trading and global clearing operations.

     On February 14, 2005, BSCI received notice that the Office of The Secretary of State, Illinois Securities Department, named BSCI as a respondent in a hearing to determine if an order should be entered under the Illinois Securities Law of 1953, imposing a monetary fine and/or revoking BSCI’s registration in the State of Illinois for conduct relating to an alleged violation of failure to respond to a subpoena by the due date. BSCI produced the documents subpoenaed, and on June 17, 2005 settled this matter by agreeing to pay $10,000 to the Illinois Securities Audit and Enforcement Fund, without any revocation of its registration. This fine was paid on June 24, 2005.

     In another matter, BSCI, among other major brokerage firms, was the subject of an NASD industry-wide investigation into certain initial public offering practices. On May 3, 2004, without admitting or denying the allegations or findings and without an adjudication of any issue of law or fact, Bear Stearns consented to a settlement with the NASD. Pursuant to the settlement agreement, Bear Stearns agreed to a censure and the payment of $450,000 as penalty and $4.5 million as disgorgement. On May 18, 2004 the NASD accepted the settlement.

     The SEC, NASD, NYSE and several state attorney generals’ offices conducted an industry-wide investigation of certain research and initial public offering practices of major brokerage firms, including BSCI. Bear Stearns cooperated with the investigation. On April 28, 2003, without admitting or denying the allegations, findings or conclusions of the various federal and state regulators and self-regulatory organizations, Bear Stearns consented to a final settlement involving many of the leading securities firms operating in the United States. The various regulatory complaints alleged conflicts of interest relating to the alleged involvement of research analysts with investment banking activities. Under the terms of the settlement, Bear Stearns entered into consent agreements with other definitive documents with the SEC, NYSE, NASD and the State of New Jersey, Bureau of Securities, to resolve their investigation of Bear Stearns relating to those matters. Pursuant to the settlement, which resolved the research aspects of the investigations, but not the NASD’s investigation relating to IPO practices, BSCI consented, among other things, to (i) pay an aggregate of $25 million as penalties, (ii) pay an aggregate of $25 million as disgorgement to a distribution fund for the benefit of certain customers, (iii) contribute $25 million to provide independent third-party research over five years to clients, (iv) contribute an aggregate of $5 million over five years for investor education, (v) adopt various additional policies, systems, procedures and other safeguards to ensure and further the integrity of Bear Stearns’ investment research and (vi) be permanently restrained and enjoined from violating certain rules of the NYSE and NASD relating to investment research activities. In connection with the settlement, Bear Stearns has also consented to a voluntary initiative imposing restrictions on the allocation of shares

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in initial public offerings to executives and directors of public companies. On October 31, 2003, the United States District Court of the Southern District of New York entered a series of orders effectuating the settlement. The State of New Jersey, Bureau of Securities acted as Bear Stearns’ lead state regulator in connection with the settlement. Bear Stearns has reached similar arrangements with all of the states, the District of Columbia and the Commonwealth of Puerto Rico. Any monetary penalties and other payments by such arrangements are included within the aggregate amounts discussed above. In May 2003, the SEC, NYSE and NASD issued subpoenas to the Company requesting documents and information in connection with its continuing investigation, focusing on supervision by the heads of equity research and investment banking as well as the chief executive officer. Similar subpoenas were issued by these regulatory agencies to all the firms that recently settled research investigations. Bear Stearns has cooperated with these regulatory agencies in connection with this matter.

     On April 24, 2001, an action, entitled Helen Gredd, Chapter 11 Trustee for Manhattan Investment Fund Ltd. v. Bear, Stearns Securities Corp., was commenced in the United States Bankruptcy Court for the Southern District of New York by the Chapter 11 Trustee for Manhattan Investment Fund Limited (“MIFL”). BSSC is the sole defendant. The complaint alleges, among other things, that certain transfers of cash and securities to BSSC in connection with short sales of securities by MIFL in 1999 were “fraudulent transfers” made in violation of Sections 548 and 550 of the United States Bankruptcy Code and are recoverable by the Trustee. The Trustee also alleges that any claim that may be asserted by BSSC against MIFL should be equitably subordinated to the claims of other creditors pursuant to Sections 105 and 510 of the Bankruptcy Code. The Trustee seeks to recover in excess of $1.9 billion in connection with the allegedly fraudulent transfers to BSSC. On March 21, 2002, the district court dismissed the Trustee’s claims seeking to recover allegedly fraudulent transfers in amounts exceeding $1.9 billion. The district court also remanded to the bankruptcy court the Trustee’s remaining claims, which seek to recover allegedly fraudulent transfers in the amount of $141.4 million and to equitably subordinate any claim that may be asserted by BSSC against MIFL to the claims of other creditors. On October 17, 2002, BSSC filed an answer to the complaint in which it denied all allegations of wrongdoing and asserted affirmative defenses. By Order and Decision dated January 9, 2007, the Bankruptcy Court ruled on the parties cross motions for summary judgment. The Court denied BSSC’s motion for summary judgment seeking dismissal of the Trustee’s complaint in its entirety and granted the Trustee’s motion for summary judgment on the fraudulent transfer claims against BSSC. BSSC believes it has substantial defenses to the Trustee’s claims and appealed the Bankruptcy Court’s decision to the United States District for the Southern District of New York. On appeal, the District Court affirmed the Bankruptcy Court’s findings in part, but also reversed in part, the Bankruptcy’s Court’s grant of summary judgment to the Trustee, finding that a trial is necessary to make a factual finding as to whether BSSC acted in good faith with respect to its receipt of the alleged fraudulent transfers.

     In September 2007, an NYSE Hearing Panel approved a settlement via stipulation under which BSCI, without admitting or denying guilt, consented to findings that it failed to deliver product descriptions to customers that purchased Exchange Traded Funds and failed to deliver prospectuses in connection with certain customer purchases of mutual funds. BSCI consented to a censure and a $500,000 fine. Bear Stearns was one of 15 firms that settled similar charges.

     The Company and Bear Stearns have been named as defendants in various investor lawsuits and FINRA arbitrations relating to the failure of the Bear Stearns High Grade Structured Credit Strategies Master Fund, Ltd (the “High Grade Fund”) and the Bear Stearns High Grade Structured Credit Strategies Enhanced Leverage Master Fund, Ltd. (the “Enhanced Leverage Fund”), which were managed by Bear Stearns Asset Management (“BSAM”). The High Grade Fund had net investor contributions of approximately $775 million. The Enhanced Leverage Fund had net investor contributions of approximately $1.08 billion. The relief being sought by the plaintiffs in these matters includes specified and unspecified damages, costs and fees. The Company believes it has substantial defenses to the claims asserted against it in these proceedings. Additionally, the Company and its subsidiaries have been the subject of various state and federal regulatory and law enforcement inquiries regarding the two investment funds that were managed by BSAM.

     Bear Stearns reports all material matters in its public filings, including all material legal, regulatory, and administrative matters concerning activities as an FCM and a broker-dealer. Copies of the most recent 10-K and 10-Q filings are available upon request.

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Barclays Capital Inc.

     BCI is a registered securities broker-dealer and FCM. BCI is involved in a number of judicial and arbitration matters arising in connection with the conduct of its business, including some proceedings relating to the collapse of Enron. BCI’s management believes, based on currently available information, that the results of such proceedings will not have a significant adverse effect on BCI’s financial condition. There have been no other administrative civil or criminal actions, whether pending or concluded, against BCI within the last 5 years that would be considered to be material as defined in regulations under the Commodity Exchange Act.

RBC Capital Markets Corporation.

     RBC Capital Markets Corporation (“RBCCM”) is a registered securities broker-dealer and futures commission merchant with its principal offices located at One Liberty Plaza New York, NY 10006. RBCCM is a defendant in lawsuits incidental to its securities and commodities business. RBCCM’s Management, after consultation with outside legal counsel, believes that the resolution of these various lawsuits will not result in any material adverse effect on the Company’s financial statements.

     Except as described below, neither RBCCM or any of its principals have been the subject of any material administrative, civil or criminal actions, whether pending or concluded, against RBCCM within the last five years that would be considered to be material as defined in Section 4.24(l)(2) of the Regulations under the Commodity Exchange Act.

     The following proceedings are deemed to be material for purposes of CFTC disclosure requirements:

     In 2006, the NYSE charged RBCCM’s Broker-dealer with casting votes for more shares than it was entitled to vote in proxy matters, that RBCCM failed to retain all required proxy solicitation records for a period of not less than three years and that RBCCM failed to reasonably supervise it’s proxy processing operations. Without admitting or denying the NYSE’s allegations, RBCCM agreed to a censure and a $80,000 fine.

     In 2005, the NASD charged RBCCM’s Broker-Dealer with various violations of its rules related to Fair Pricing and Mark-Up Policy. RBCCM bought a security for its own account from a customer or sold a security for its own account to a customer, and failed to buy or sell such security at a price that was fair. Without admitting or denying the NASD’s allegations, RBCCM settled this matter by payment of $2,000,000 fine and paid $108,670 in restitution.

     In 2003, the NYSE charged RBCCM’s Broker-dealer with various violations of its rules related to the supervision of business activities of employees engaged in floor brokerage, the registration of employees and failing to preserve certain records. RBCCM agreed to a censure and a $50,000 fine.

     The General Partner is not obligated to continue to use the clearing brokers identified above and may select others or additional dealers and counterparties in the future, provided the General Partner believes that their service and pricing are competitive.

The Introducing Broker

     Superfund Asset Management, an affiliate of the General Partner, serves as the introducing broker for the Fund. In 2007 George Fountas, a former employee and minority shareholder, sued Superfund Asset Management, alleging breach of contract and oppression of a minority shareholder. Fountas also sued the majority shareholder and the remaining two members of the board of directors of Superfund Asset Management alleging, in addition to the foregoing, breach of fiduciary duty and tortious interference with prospective economic advantage. The claims stem from Fountas’ disagreement with the “for cause” termination of his employment by the company, and Fountas has sought damages equivalent to one third of the value of Superfund Asset Management’s shares. The company deems Fountas’ claims to be without merit, has denied the claims and has filed counterclaims against

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Fountas for amounts substantially exceeding the amounts claimed by Fountas. Neither the claims nor the counterclaims involve any client assets or the level or quality of service provided to clients of Superfund Asset Management. The proceedings are in the early stages of discovery and Superfund Asset Management does not expect the outcome to have a material adverse effect on its financial condition, results of operations or liquidity

The Administrator

     PFPC, Inc., a Massachusetts corporation (“PFPC” or the “Administrator”) will serve as the Fund’s administrator. Pursuant to an Administration, Accounting, and Investor Services Agreement between the Fund and PFPC, (the “Accounting Agreement”), PFPC will be responsible for, among other things: (i) journalizing investment, capital and income and expense activities; (ii) recording futures trading activity by receiving a data file from each of the Series’ clearing brokers; (iii) calculating the monthly fees and performance fees, as applicable, payable to Superfund Capital Management with respect to each Series; (iv) computing the net asset value and net asset value per Unit of each Series; and (v) performing all other accounting, administration, and investor services necessary in connection with each Series.

     The Accounting Agreement provides that PFPC shall not be liable to a Series for any acts or omissions in connection with the services rendered to such Series under such agreement in the absence gross negligence, intentional acts or willful misconduct. In addition, the Fund has agreed to indemnify PFPC 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 the Accounting 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 the Accounting Agreement. The Accounting Agreement may be terminated by either of the parties upon not less than 60 days’ written notice.

     PFPC is a member of The PNC Financial Services Group. Its main office address is 301 Bellevue Parkway, Wilmington, Delaware 19809.

DISTRIBUTIONS; REDEMPTIONS; EXCHANGES; NET ASSET VALUE

Distributions

     The Series are not required to make any distributions to Limited Partners. While the General Partner has the authority to make such distributions, it does not intend to do so given that Limited Partners may redeem any or all of their Units, at the then current net value per Unit, as of the end of any month.

Redemptions

     A Limited Partner may request any or all of his Units, at the net asset value per Unit of the redemption of the relevant Series, as of the end of the month, subject to a minimum redemption of $1,000. A Limited Partner redeeming less than all of his investment in a Series, after giving effect to the requested redemption, must maintain an investment in such Series at least equal to the minimum initial investment amount of $5,000. A request for less than a full redemption that would reduce a Limited Partner’s remaining investment to less than $5,000 will be treated as a request for redemption in full. Limited Partners must transmit a written request for redemption to the General Partner not less than ten (10) business days prior to the end of the month (or such shorter period as permitted by the General Partner) as of which redemption is to be effective. The request for redemption must specify the dollar amount for which redemption is sought or no dollar amount for full redemptions. Redemption proceeds will generally be paid within 20 days after the effective date of the 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 from clearing brokers, banks or other persons or entities, the Fund 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 the subject of such default or delay. No such delays have been imposed to date by any pool sponsored by the General Partner.

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Exchanges

     A Limited Partner (or an assignee of Units) may redeem his Units in a Series effective as of the last business day of any month and authorize the General Partner to use the net proceeds of such redemption to purchase Units of the other Series (a “Series Exchange”), subject to any applicable sales commissions. The minimum amount of any Series Exchange is $5,000, unless a Limited Partner is redeeming his entire interest in a Series. A Limited Partner seeking to effect a Series Exchange by partial redemption from a Series must continue to hold Units of such Series with a net asset value of not less than $5,000 as of the effective date of the Series Exchange. A Series Exchange will be effective as of the last business day of the month ending after an exchange subscription agreement in proper form has been received by the General Partner.

     Series Exchanges are conditioned upon Units being registered and qualified for sale pursuant to a current prospectus immediately prior to each Exchange Date, and the General Partner may allocate available Units to new subscribers for Units prior to allocating any Units to Limited Partners seeking to make a Series Exchange. In the event that a request for exchange cannot be honored, the General Partner shall defer such exchange until it can be honored. The General Partner, through the selling agent, will make reasonable efforts to notify the Limited Partner once it is determined that an exchange request cannot be honored. Although generally irrevocable, an exchange request that cannot be honored due to the unavailability of registered units may be revoked by written notice to the General Partner.

Net Asset Value

     The net asset value of a Series as of any date is (i) the sum of all cash, plus U.S. Treasury bills and other U.S. government securities valued at cost plus accrued interest, and other securities of such Series valued at fair value, plus the fair value of all open futures, forward, option and other derivative positions maintained by such Series, less all liabilities of such Series, determined in accordance with generally accepted accounting principles in the United States under the accrual basis of accounting. The net asset value of a Sub-Series as of any date is the sum of a Series’ assets (as described above) attributable to such Sub-Series less such Series’ liabilities attributable to such Sub-Series, determined as described above. The net asset value of a Unit in a Sub-Series shall be equal to the net asset value of the applicable Sub-Series divided by the number of Units in such Sub-Series outstanding as of the date of determination.

SUPERFUND GOLD, L.P. LIMITED PARTNERSHIP AGREEMENT

     The following is a summary of the Partnership Agreement, a form of which is attached as Exhibit A and incorporated by reference.

Organization and Limited Liabilities

     Superfund Gold, L.P. is organized under the Delaware Revised Uniform Limited Partnership Act, as amended (the “Act”). The Partnership Agreement provides that the Fund may establish one or more designated Series of partnership interests. Under the Partnership Agreement, the General Partner has designated Series A and Series B. The General Partner may designate other Series under the Partnership Agreement as provided therein. In general, the liability of a Limited Partner within a Series under the Act is limited to the amount of his capital contribution to such Series and his share of any undistributed profits of such Series. However, Limited Partners could be required, as a matter of law, to return to a Series’ any distribution which they received at a time when such Series was in insolvent or which was made in violation of the Partnership Agreement. Under Delaware law, the assets and liabilities of each Series are separate from those of the other Series.

Management of Fund Affairs

     The Partnership Agreement effectively gives the General Partner, as general partner, full control over the management and operations of each Series, and the Partnership Agreement gives no management role to the Limited Partners. The Limited Partners have no voice in the operations of the Fund or either Series, other than certain limited voting rights as set forth in the Partnership Agreement. In the course of its management, the General Partner may, in its sole and absolute discretion, appoint an affiliate or affiliates of the General Partner as additional general

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partners (except where the General Partner has been notified by the Limited Partners that it is to be replaced as the general partner) and retain such persons, including affiliates of the General Partner, as it deems necessary for the efficient operation of each Series.

     Registered Agents Legal Services, LLC will accept service of legal process on the Fund in the State of Delaware. The General Partner has been designated as the “tax matters partner” of the Fund for purposes of the Internal Revenue Code of 1986, as amended (the “Code”).

Sharing of Profits and Losses

     Each Limited Partner within a Series will have a capital account. Initially, the Limited Partner’s balance will equal the amount paid for the Units in such Series. The Limited Partner’s balance will then be proportionally adjusted monthly to reflect any additions or withdrawals by each Limited Partner and his portion of such Series’ gains or losses for the month as reflected by changes in the net asset value for such Series.

Federal Tax Allocations

     At year-end, the General Partner will determine the total taxable income or loss for the year attributable to each Series. Subject to the special allocation of net capital gain or loss to redeeming Limited Partners, the taxable gain or loss is allocated to each Limited Partner within a Series in proportion to his capital account therein and each Limited Partner is responsible for his share of taxable income attributable to such Series. For net capital gain and loss, the gains and losses are first allocated to each Limited Partner who redeemed Units during the year. The remaining net capital gain or loss is then allocated to each Limited Partner in proportion to his capital account. Each Limited Partner’s tax basis in his Units is increased by the taxable income allocated to him and reduced by any distributions received and losses allocated to him. Upon liquidation of a Series, each Limited Partner within such Series will receive his proportionate share of Fund assets attributable to such Series.

Dispositions

     A Limited Partner may transfer or assign his Units upon 30 days’ prior written notice to the General Partner and subject to approval by the General Partner of the assignee. The General Partner will provide consent when it is satisfied that the transfer complies with applicable laws, and further would not result in the termination of the Fund for federal income tax purposes. An assignee not admitted to the Fund as a Limited Partner will have only rights to its share of the profits and capital of the applicable Series and redemption rights. Assignees receive “carry-over” tax basis accounts and capital accounts from their assignors, irrespective of the amount paid for the assigned Units.

Dissolution and Termination of the Fund

     The Fund will be terminated and dissolved upon the happening of the earlier of: 1) Limited Partners owning more than 50% of the outstanding Units of each Series vote to dissolve the Fund; 2) the General Partner withdraws as general partner and no new general partner is appointed; 3) a decline in the aggregate net assets of each Series to less than $500,000; 4) the continued existence of the Fund becomes unlawful; or 5) the Fund is dissolved by operation of law. The trading activities with respect to a Series will be terminated, and the assets attributable to the Series distributed to Limited Partners holding Units of such Series upon: 1) Limited Partners holding more than 50% of the outstanding Units of such Series vote to terminate the Series; 2) the General Partner withdraws as the general Partner associated with such Series and no new general partner associated with such Series is appointed; 3) the aggregate net assets attributable to the Series decline to less than $500,000; or 4) the continuation of the Series becomes unlawful.

Amendments and Meetings

     The Partnership Agreement may be amended with the approval of more than 50% of the Units then owned by Limited Partners of each Series. The General Partner may make minor changes to the Partnership Agreement without the approval of the Limited Partners. These minor changes can be for clarifications of inaccuracies or ambiguities, modifications in response to changes in tax code or regulations or for any other changes the General

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Partner deems advisable so long as they do not change the basic investment program of the Fund and are for the benefit of or not adverse to the Limited Partners. Limited Partners owning at least 10% of the outstanding Units of a Series can call a meeting of Unitholders of such Series. At that meeting, the Limited Partners, provided that Limited Partners owning a majority of the outstanding Units of such Series concur, can vote to: 1) amend the Partnership Agreement with respect to such Series without the consent of the General Partner; 2) terminate such Series; 3) terminate contracts with the General Partner; and 4) approve the sale of the assets attributable to the Series.

Indemnification and Standard Of Liability

     The General Partner and its controlling persons may not be liable to the Series or any Limited Partner for errors in judgment or other acts or omissions not amounting to misconduct or negligence, as a consequence of the indemnification and exculpatory provisions described in the following paragraph. Purchasers of Units may have more limited rights of action than they would absent such provisions.

     Each Series will indemnify the General Partner for actions taken on behalf of such Series, provided that the General Partner’s conduct was reasonably believed by the General Partner to be in the best interests of such Series and the conduct was not the result of negligence or misconduct by the General Partner. Indemnification for alleged violation of securities laws is only available if the following conditions are satisfied: 1) a successful adjudication on the merits of each count alleged has been obtained, or 2) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction; or 3) a court of competent jurisdiction approves a settlement of the claims and finds indemnification of the settlement and related costs should be made; and 4) in the case of 3), the court has been advised of the position of the SEC and certain states in which the Units were offered and sold as to indemnification for the violations.

Reports to Limited Partners

     The General Partner will provide various reports and statements to the Limited Partners including: 1) a monthly unaudited income statement of the prior month’s Series’ activities; 2) annual audited financial statements; 3) tax information necessary for the preparation of the Limited Partners’ annual federal income tax returns; and 4) if the net asset value per Unit within a Sub-Series as of the end of any business day declines by 50% or more from the prior month-end Unit value of such Sub-Series, the General Partner will suspend trading activities with respect to such Series, notify all Limited Partners within such Series of the relevant facts within seven business days and declare a special redemption date for Unitholders of such Series.

FEDERAL INCOME TAX ASPECTS

     The following constitutes the opinion of Sidley Austin LLP and summarizes the material federal income tax consequences to individual investors in each Series. The following is based upon interpretations of existing laws in effect on the date of this Prospectus, and no assurance can be given that courts or fiscal authorities responsible for the administration of such laws will agree with the interpretations or that changes in such laws will not occur.

Each Series’ Partnership Tax Status

     Superfund Capital Management believes that all of the income generated by and expected to be generated by each Series will constitute “qualifying income” and has so advised Sidley Austin LLP. As a result, in the opinion of Sidley Austin LLP, each Series will be classified as a partnership for federal income tax purposes and will not be considered a publicly traded partnership taxable as a corporation for federal income tax purposes.

Taxation of Limited Partners on Profits and Losses of Each Series

     Each Limited Partner must pay tax on his share of the annual income and gains of each Series in which such Limited Partner invests, if any, even if such Series does not make any cash distributions. Each Series generally allocates its gains and losses equally to each Unit in such Series. However, a Limited Partner who redeems any Units in a Series will be allocated his share of such Series’ gains and losses in order that the amount of cash the Limited Partner receives for a redeemed Unit equals the Limited Partner’s adjusted tax basis in the redeemed Unit

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less any offering or syndication expenses allocated to such Units. A Limited Partner’s adjusted tax basis in a redeemed Unit equals the amount originally paid for the Unit, increased by income or gains allocated to the Unit and decreased (but not below zero) by distributions, deductions or losses allocated to the Unit.

Deduction of Losses by Limited Partners

     A Limited Partner may deduct Series losses only to the extent of his tax basis in his Units in such Series. Generally, a Limited Partner’s tax basis in a Unit of a Series is the amount paid for the Unit reduced (but not below zero) by his share of any Series distributions, losses and expenses and increased by his share of Series income and gains. However, a Limited Partner subject to “at-risk” limitations (generally, non-corporate taxpayers and closely-held corporations) can only deduct losses to the extent he is “at-risk.” The “at-risk” amount is similar to tax basis, except that it does not include any amount borrowed on a non-recourse basis or from someone with an interest in a Series.

“Passive-Activity Loss Rules” and Their Effect on the Treatment of Income and Loss

     The trading activities of each Series are not a “passive activity.” Accordingly, a Limited Partner can deduct Series losses from taxable income. However, a Limited Partner cannot offset losses from “passive activities” against Series gains.

Cash Distributions and Unit Redemptions

     Cash received from a Series by a Limited Partner as a distribution with respect to his Units in such Series or in redemption of less than all of his Units in such Series generally is not reportable as taxable income by a partner, except as described below. Rather, such distribution reduces (but not below zero) the total tax basis of the remaining Units in such Series held by the Limited Partner after the redemption. Any cash distribution by a Series in excess of a Limited Partner’s adjusted tax basis for his Units in such Series is taxable to him as gain from the sale or exchange of such Units. Because a Limited Partner’s tax basis in his Units in a Series is not increased on account of his distributive share of such Series’ income until the end of such Series’ taxable year, distributions during the taxable year could result in taxable gain to a Limited Partner even though no gain would result if the same distributions were made at the end of the taxable year. Furthermore, the share of a Series’ income allocable to a Limited Partner at the end of the Series’ taxable year would also be includable in the Limited Partner’s taxable income and would increase his tax basis in his remaining Units in such Series as of the end of such taxable year.

     Redemption for cash of all Units in a Series held by a Limited Partner will result in the recognition of gain or loss for federal income tax purposes. Such gain or loss will be equal to the difference, if any, between the amount of the cash distribution and the Limited Partner’s adjusted tax basis for such Units. A Limited Partner’s adjusted tax basis for his Units in a Series includes for this purpose his distributive share of such Series’ income or loss for the year of such redemption.

Potential Series-Level Consequences of Withdrawals and Transfers of Units

     If a Limited Partner receives a distribution of property in liquidation of his Units in a Series that would, if the Series had a Code Section 754 election in effect, require the Series to make a downward adjustment of more than $250,000 to the basis of its remaining assets, then even if the Series does not have a Code Section 754 election in effect, the Series will be required to make a downward adjustment to the basis of its remaining assets.

     In addition, if immediately after the transfer of a Unit in a Series, the Series’ adjusted basis in its property exceeds the fair market value by more than $250,000 of such property, the Series generally will be required to adjust the basis of its property with respect to the transferee Limited Partner.

Gain or Loss on Section 1256 Contracts and Non-Section 1256 Contracts

     Section 1256 Contracts are futures and most options traded on U.S. exchanges and certain foreign currency contracts. For tax purposes, Section 1256 Contracts that remain open at year-end are treated as if the position were

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closed at year-end. The gain or loss on Section 1256 Contracts is characterized as 60% long-term capital gain or loss and 40% short-term capital gain or loss regardless of how long the position was open. Non-Section 1256 Contracts include, among other things, certain foreign currency transactions such as transactions when the amount paid or received is in a foreign currency. Gain and loss from these Non-Section 1256 Contracts is generally short-term capital gain or loss or ordinary income or loss.

Trading and Investing in Swaps

     The Series may invest in and trade swaps. The proper tax treatment of swaps may not be entirely free from doubt. The General Partner expects to mark-to-market each Series’ swap positions at the end of each taxable year and to treat any gain or loss on such positions as ordinary income or loss. Unitholders will be required to treat swaps for federal income tax purposes in the same manner as they are treated by the Series.

Tax on Capital Gains and Losses

     Long-term capital gains — net gain on capital assets held more than one year and 60% of the gain on Section 1256 Contracts — are taxed at a maximum rate of 15%. Short-term capital gains — net gain on capital assets held less than one year and 40% of the gain on Section 1256 Contracts — are subject to tax at the same rates as ordinary income, with a maximum current tax rate of 35% for individuals. Individual taxpayers can deduct capital losses only to the extent of their capital gains plus $3,000. Accordingly, a Series could suffer significant losses and a Limited Partner could still be required to pay taxes on his share of such Series’ interest income. An individual taxpayer can carry back net capital losses on Section 1256 Contracts three years to offset earlier gains on Section 1256 Contracts. To the extent the taxpayer cannot offset past Section 1256 Contract gains, he can carry forward such losses indefinitely as losses on Section 1256 Contracts.

Interest Income

     Interest received by a Series is taxed as ordinary income. Net capital losses can offset ordinary income only to the extent of $3,000 per year. See “ — Tax on Capital Gains and Losses.”

Limited Deduction for Certain Expenses

     Superfund Capital Management does not consider the management fees and the performance fees, as well as other ordinary expenses of each Series, to be investment advisory expenses or other expenses of producing income. Accordingly, Superfund Capital Management treats these expenses as ordinary business deductions not subject to the material deductibility limitations which apply to investment advisory expenses. The IRS could contend otherwise and to the extent the IRS recharacterizes these expenses, a Limited Partner would have the amount of the ordinary expenses allocated to him reduced accordingly.

Syndication Fees

     Neither each Series nor any Limited Partner is entitled to any deduction for syndication expenses, if any, in the year they reduce net asset value, nor can these expenses be amortized by each Series or any Limited Partner even though the payment of such expenses reduces net asset value.

Investment Interest Deductibility Limitations

     Individual taxpayers can deduct “investment interest” — interest on indebtedness allocable to property held for investment — only to the extent that it does not exceed net investment income. Net investment income does not include adjusted net capital gain taxed at the lower rate.

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Unrelated Business Taxable Income

     Tax-exempt Limited Partners will not be required to pay tax on their share of income or gains of a Series, provided that such Limited Partners do not purchase Units with borrowed funds and that Superfund Capital Management does not utilize leverage.

Taxation of Foreign Limited Partners

     A Limited Partner who is a non-resident alien individual, foreign corporation, foreign partnership, foreign trust or foreign estate (a “Foreign Limited Partner”) generally is not subject to taxation by the United States on capital gains from commodity or derivatives trading, provided that such Foreign Limited Partner (in the case of an individual) does not spend more than 182 days in the United States during his or her taxable year, and provided further, that such Foreign Limited Partner is not engaged in a trade or business within the United States during a taxable year to which income, gain, or loss is treated as “effectively connected.” An investment in a Series should not, by itself, cause a Foreign Limited Partner to be engaged in a trade or business within the United States for the foregoing purposes, assuming that the trading activities of each Series will be conducted as described in this Prospectus. Pursuant to a “safe harbor” in the Code, an investment fund whose U.S. business activities consist solely of trading commodities and derivatives for its own account should not be treated as engaged in a trade or business within the United States provided that such investment fund is not a dealer in commodities or derivatives and that the commodities traded are of a kind customarily dealt in on an organized commodity exchange. Superfund Capital Management has advised Sidley Austin LLP of the contracts that each Series will trade. Based on a review of such contracts as of the date of this Prospectus, Superfund Capital Management has been advised by its counsel, Sidley Austin LLP, that such contracts should satisfy the safe harbor. If the contracts traded by a Series in the future were not covered by the safe harbor, there is a risk that such Series would be treated as engaged in a trade or business within the United States. In the event that a Series were found to be engaged in a United States trade or business, a Foreign Limited Partner would be required to file a United States federal income tax return for such year and pay tax at full United States rates. In the case of a Foreign Limited Partner which is a foreign corporation, an additional 30% “branch profits” tax might be imposed. Furthermore, in such event such Series would be required to withhold taxes from the income or gain allocable to such a Foreign Limited Partner under Section 1446 of the Code.

     A Foreign Limited Partner is not subject to United States tax on certain interest income, including income attributable to (i) original issue discount on Treasury bills having a maturity of 183 days or less or (ii) commercial bank deposits, provided, in either case, that such Foreign Limited Partner is not engaged in a trade or business within the United States during a taxable year. Additionally, a Foreign Limited Partner not engaged in a trade or business within the United States is not subject to United States tax on interest income (other than certain so-called “contingent interest”) attributable to obligations issued after July 18, 1984 that are in registered form if the Foreign Limited Partner provides the Series in which such Limited Partner invests with the appropriate Form W-8.

IRS Audits of the Fund and its Limited Partners

     The IRS audits partnership-related items at the entity level rather than at the partner level. Superfund Capital Management acts as “tax matters partner” for each Series, and has the authority to determine each Series’ responses to an audit. If an audit results in an adjustment, all Limited Partners may be required to pay additional taxes, interest and penalties.

State and Other Taxes

     In addition to the federal income tax consequences described above, each Series and the Limited Partners may be subject to various state and other taxes. PROSPECTIVE INVESTORS ARE URGED TO CONSULT THEIR TAX ADVISERS BEFORE DECIDING WHETHER TO INVEST.

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INVESTMENT BY EMPLOYEE BENEFIT PLANS

General

     The following section sets forth certain consequences under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and the Code, which a fiduciary of an “employee benefit plan” as defined in and subject to the fiduciary responsibility provisions of, ERISA or of a “plan” as defined in, and subject to Section 4975 of the Code who has investment discretion should consider before deciding to invest any of such plan’s assets in a Series (such “employee benefit plans” and “plans” being referred to herein as “Plans,” and such fiduciaries with investment discretion being referred to herein as “Plan Fiduciaries”). The following summary is not intended to be complete, but only to address certain questions under ERISA and the Code which are likely to be raised by the Plan Fiduciary’s own counsel.

     In general, the terms “employee benefit plan,” as defined in ERISA, and “plan,” as defined in Section 4975 of the Code, together refer to any plan or account of various types which provides retirement benefits or welfare benefits to an individual or to an employer’s employees and their beneficiaries. Such plans and accounts include, but are not limited to, corporate pension and profit sharing plans, “simplified employee pension plans,” Keogh plans for self-employed individuals (including partners), individual retirement accounts described in Section 408 of the Code and medical benefit plans.

     Each Plan Fiduciary must give appropriate consideration to the facts and circumstances that are relevant to an investment in a Series, including the role that an investment in a Series plays in the Plan’s overall investment portfolio. In addition, each Plan Fiduciary, before deciding to invest in a Series, must be satisfied that investment in such Series is a prudent investment for the Plan, that the investments of the Plan, including the investment in such Series, are diversified so as to minimize the risk of large losses and that an investment in such Series complies with the terms of the Plan and the related trust. Each Plan Fiduciary considering acquiring Units must consult its own legal and tax advisors before doing so.

“Plan Assets”

     The purchase of Units by a Plan raises the issue of whether that purchase will cause, for purposes of Title I of ERISA and Section 4975 of the Code, the underlying assets of a Series to constitute assets of such Plan. A regulation issued under ERISA (the “ERISA Regulation”) contains rules for determining when an investment by a Plan in an entity will result in the underlying assets of such entity being considered assets of such Plan for purposes of ERISA and Section 4975 of the Code (i.e., “plan assets”). Those rules provide that assets of an entity will not be considered assets of a Plan which purchases an equity interest in the entity if certain exceptions apply, including an exception applicable if the equity interest purchased is a “publicly-offered security” (the “Publicly-Offered Security Exception”). Another exception that may apply is the exception set forth in Section 3(42) of ERISA (the “25% Exception”).

     The Publicly-Offered Security Exception applies if the equity interest is a security that is (1) “freely transferable,” (2) part of a class of securities that is “widely held” and (3) either (a) part of a class of securities registered under Section 12(b) or 12(g) of the Securities Exchange Act of 1934, or (b) sold to the Plan as part of a public offering pursuant to an effective registration statement under the Securities Act of 1933 and the class of which such security is a part is registered under the Securities Exchange Act of 1934 within 120 days (or such later time as may be allowed by the SEC) after the end of the fiscal year of the issuer in which the offering of such security occurred. The ERISA Regulation states that the determination of whether a security is “freely transferable” is to be made based on all relevant facts and circumstances. The ERISA Regulation specifies that, in the case of a security that is part of an offering in which the minimum investment is $10,000 or less, the following requirements, alone or in combination, ordinarily will not affect a finding that the security is freely transferable: (i) a requirement that no transfer or assignment of the security or rights in respect thereof be made that would violate any federal or state law; (ii) a requirement that no transfer or assignment be made without advance written notice given to the entity that issued the security; and (iii) any restriction on substitution of an assignee as “a limited partner of a partnership, including a general partner consent requirement, provided that the economic benefits of ownership of the assignor may be transferred or assigned without regard to such restriction or consent” (other than compliance with any of the foregoing restrictions). Under the ERISA Regulation, a class of securities is “widely held” only if it is of a class of securities owned by 100 or more investors independent of the issuer and of each other. A class of securities will not fail to be widely held solely because subsequent to the initial offering the number of independent investors falls below 100 as a result of events beyond the issuer’s control.

     The 25% Exception applies with respect to an entity if less than 25% of the total value of each class of equity interests of the entity are held by “benefit plan investors” (determined by not including the investments of persons with discretionary authority or control over the assets of such entity, of any person who provides investment advice for a fee (direct or indirect) with respect to such assets, and “affiliates” (as defined in the ERISA Regulation) of such persons; provided, however, that under no circumstances are investments by benefit plan investors excluded from such calculation). The term “benefit plan investors” includes all Plans (i.e., all “employee benefit plans” as defined in and subject to the fiduciary responsibility provisions of ERISA and all “plans” as defined in and subject to Section 4975 of the Code) and all entities that hold “plan assets” (each, a “Plan Assets Entity”) due to investments made in such entities by already described benefit plan investors. ERISA provides that a Plan Assets Entity is considered to hold plan assets only to the extent of the percentage of the Plan Assets Entity’s equity interests held by benefit plan investors. In addition, all or a portion of an investment made by an insurance company using assets from its general account may be treated as a benefit plan investor.

     During such time, if any, that Units of a Series are held by more than 100 independent investors, it is expected that the Publicly-Offered Security Exception should apply to such Units pursuant to the rules described above. During such time, as any, that the Publicly-Offered Security Exception does not apply to the Units of a Series, as determined by the General Partner, The Fund intends to comply with the 25% Exception with respect to such Series. This may require the Series to restrict investments by benefit plan investors and to force redemptions of existing benefit plan investors in the event that other investors redeem. Any such rejection of subscriptions or mandatory redemptions will be effected in such manner as the General Partner, in its sole discretion, determines. In order to enable to monitor the level of investment by benefit plan investors for purposes of the 25% Exception, each investor will be required to provide representations regarding whether it is a benefit plan investor.

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Ineligible Purchasers

     In general, Units may not be purchased with the assets of a Plan if the General Partner, HSBC Bank USA, ADMIS, Newedge USA, NAST, MFG, BSSC, BCI, RBCCM, the Administrator, any wholesaler, Superfund Asset Management, Inc., any additional selling agent, or any of their respective affiliates or any of their respective agents or employees: (i) has investment discretion with respect to the investment of such plan assets; (ii) has authority or responsibility to give or regularly gives investment advice with respect to such plan assets, for a fee, and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to such plan assets and that such advice will be based on the particular investment needs of the Plan; or (iii) is an employer maintaining or contributing to such Plan, except as is otherwise permissible under ERISA and Section 4975 of the Code. A party that is described in clause (i) or (ii) of the preceding sentence is a fiduciary under ERISA and the Code with respect to the Plan, and any such purchase might result in a “prohibited transaction” under ERISA and the Code.

     Except as otherwise set forth, the foregoing statements regarding the consequences under ERISA and the Code of an investment in a Series are based on the provisions of the Code and ERISA as currently in effect, and the existing administrative and judicial interpretations thereunder. No assurance can be given that administrative, judicial or legislative changes will not occur that may make the foregoing statements incorrect or incomplete.

     Acceptance of subscriptions on behalf of Plans is in no respect a representation by the Fund, the General Partner, Superfund Asset Management, Inc., any additional selling agent or any other party related to the Fund that this investment meets some or all of the relevant legal requirements with respect to investments by any particular Plan or that this investment is appropriate for any particular Plan. The person with investment discretion should consult with his or her financial and legal advisors as to the propriety of an investment in a Series in light of the circumstances of the particular Plan, ERISA and current tax law.

PLAN OF DISTRIBUTION

Subscription Procedure

     The Units are offered on a “best efforts” basis without any firm underwriting commitment through selling agents registered as broker-dealers and members of FINRA including, but not limited to, Superfund Asset Management, Inc. For subscriptions accepted during the initial offering period, scheduled to end                     , 2008 but subject to extension for up to 3 month(s), the number of Units to be issued to each investor will be determined by dividing each investor’s subscription amount by the U.S. dollar price per ounce of gold established by the gold pool members of the London Bullion Market Association at the London A.M. fixing on the day the Series begin their trading and investment activities. The initial net asset value per Unit will be that U.S. dollar price per ounce of gold. After the initial offering period, Units will be offered at their net asset value as of the last business day of each calendar month. The minimum initial investment in a Series is $5,000. Larger subscriptions are permitted in $100 increments. Additional subscriptions by existing investors will be permitted in $1,000 minimums with $100 increments. Units are sold in fractions calculated up to three decimal places.

     In order to purchase Units, an investor must complete, sign and deliver to his or her selling agent an original of the Subscription Agreement and Suitability Requirements Form which accompanies this Prospectus, together with a check in the amount of the subscription. Checks should be made payable to “Superfund Gold, L.P. — Series A Escrow Account” or “Superfund Gold, L.P. — Series B Escrow Account,” as applicable. Subscription proceeds are required to be promptly transmitted to the Fund’s escrow agent, HSBC Bank USA, 452 Fifth Avenue, New York, New York 10018 (the “Escrow Agent”), which maintains a non-interest bearing escrow account for each Series. Alternatively, subscriptions funds may be sent by wire transfer directly to the Escrow Agent pursuant to the instructions in the Subscription Agreement. There are no fees applicable to subscriptions held in escrow pending investment in the Series’ trading accounts.

     Clients of certain selling agents may make subscription payments by authorizing their selling agent to debit their customer securities account for the amount of the subscription. When a subscriber authorizes such a debit, the subscriber will be required to have the amount of his or her subscription payment on deposit in his or her account on a settlement date specified by such selling agent. The selling agent will debit the account and transmit the debited funds directly to the appropriate Series’ escrow account via check or wire transfer. The settlement date specified by

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such selling agents shall be no later than the termination of the initial offering period and, thereafter, the applicable month-end closing date.

     Investors must submit subscriptions at least five (5) business days prior to the applicable month-end closing date and may be accepted once payments are received and cleared. Subscriptions are final and binding on a subscriber as of the close of business on the fifth business day following the submission of the subscriber’s Subscription Agreement to subscriber’s selling agent. Pursuant to an addendum to the Subscription Agreement, investors may subscribe for Units and receive them, and pay for them in equal installments over a period of time to achieve an average price for the Units acquired; provided, however, that no Units will be issued until such Units have been fully paid for by the investor.

     The General Partner will determine, in its sole discretion, whether to accept or reject a subscription, in whole or in part. The General Partner will make its determination within five (5) business days of receipt of a subscription. Subscriptions, if rejected, will be returned to investors promptly following the end of the month in which the subscription was rejected, or sooner if practicable, together with any interest earned thereon. The General Partner will make every reasonable effort to determine the suitability of prospective investors through information received on the Subscription Agreement.

The Selling Agents

     Within each Series, Units will be issued in two sub-Series. Series A-1 Units and Series B-1 Units are subject to the selling commissions described below.

     Series A and Series B will pay Superfund Asset Management, Inc. a selling commission of 4% of the average month-end net asset value of each outstanding Series A-1 Unit and Series B-1 Unit, respectively, in monthly installments of 1/12 of 4% of the month end net asset value of such Units (the liability for which will be allocated to the Series A-1 Units and Series B-1 Units, not Series A and Series B generally). However, pursuant to NASD Rule 2810(b)(4)(B)(i) pertaining to maximum allowable selling commissions, the maximum cumulative selling commission per Unit is 10% of the initial public offering price for such Unit. See “Charges — Sales Compensation.”

     Series A-2 Units and Series B-2 Units are not subject to selling commissions but are available only to investors participating in selling agent asset-based or fixed-fee investment programs or a registered investment adviser’s asset-based fee or fixed fee advisory program through which an investment adviser recommends a portfolio allocation to the Fund and for which Superfund Asset Management, Inc. or an affiliate serves as selling agent. Subject to NASD Rule 2810(b)(4)(B)(i) pertaining to maximum allowable selling commissions, the General Partner, not the Series or any Limited Partner, may pay certain broker-dealers an administrative fee of up to 0.50% of the average annual Net Asset Value of the outstanding Series A-2 Units and Series B-2 Units sold by such broker-dealers or through such broker-dealers’ investment fund platforms.

     Once a Series A-1 Unit or Series B-1 Unit has been charged selling commissions totaling 10% of the sale price of such Unit, the Unit will not be charged any further selling commissions and the net asset value of such Unit will be recalculated, and the Unit will be redesignated, in terms of Series A-2 Units or Series B-2 Units, as applicable, against which selling commissions are not charged. The redesignation of Series A-1 Units to Series A-2 or Series B-1 Units to Series B-2 Units will have no impact on the net asset value of an investor’s investment in the Fund at the time of such redesignation.

     The General Partner and Superfund Asset Management, Inc. may retain additional selling agents to assist with the placement of the Units. Superfund Asset Management Inc. will pay all or a portion of the annual selling commission it receives in respect of the Units sold by the additional selling agents to the additional selling agents effecting the sales.

     Superfund Asset Management, Inc. may engage one or more registered broker-dealers to solicit other broker-dealers to become selling agents and to assist those selling agents with the offering and sale of the Units, that is, to act as wholesalers. As compensation for its services, any such wholesaler will receive up to one-fourth of the selling commission that would otherwise be paid to the selling agents. Thus a wholesaler may receive up to 1% of the average month-end net asset value per Unit in the initial year after purchase of such Unit, and additional selling commissions of up to 1% per annum of the month-end net asset value per Unit thereafter, limited, when combined with payments made in the first year, to 2.5% of the proceeds of the sale of such Unit.

41

     Aggregate selling commissions paid to Superfund Asset Management, Inc., additional selling agents (inclusive of administrative fees paid by the General Partner to broker-dealers in connection with sales of Series A-2 Units and Series B-2 Units), and any wholesalers shall not exceed 10% of the initial public offering price of the Units sold (maximum of $20,000,000 in respect of the $200,000,000 in Units registered in this offering).

     The selling agents will determine the suitability of prospective investors in the Fund, pursuant to NASD Rule 2810, based upon information contained in the Subscription Agreement and Suitability Requirements Form as well as documents furnished to the selling agents by their customers in opening accounts.

     No selling agent shall make an investment in the Fund on behalf of a client for which it has discretionary trading authority without prior written approval of the investment by the client.

     The selling agents will use their best efforts to sell the Units offered but are not required to sell any particular number of Units. The Units are also offered through Superfund Asset Management, Inc., to potential investors on a special internet website, (http://www.superfund.net), maintained by Superfund Asset Management, Inc.

     Other than as described above, no person will pay any commissions or other compensation in connection with the solicitation of purchases of Units.

Selling Agent/Wholesaler Compensation Table

Nature of Payment	Recipient	Amount of Payment
Selling Commissions	Superfund Asset Management, Inc. and additional selling agents	Superfund Asset Management, Inc. shall receive from the Fund annual selling commissions of 4% of the average month-end net asset value of all Units sold by the selling agents, including Superfund Asset Management, Inc., subject to the limitations of NASD Rule 2810(b)(4)(B)(i) pertaining to maximum allowable selling commissions. Superfund Asset Management, Inc. will pay all or a portion of such commissions to the additional selling agents with respect to the Units they sell.
Wholesaling Compensation	Wholesalers	Wholesalers, wholesaling the Fund to additional selling agents, shall receive from Superfund Asset Management, Inc. a portion of the annual selling commission described above that would otherwise be paid to the selling agents solicited by the wholesalers.
Administrative Fee	Certain broker-dealers	The General Partner, not the Series or any Limited Partner, will pay certain broker-dealers an administrative fee of up to 0.50% of the average annual Net Asset Value of the outstanding Series A-2 Units and Series B-2 Units sold by such broker-dealers or through such broker-dealers’ investment fund platforms.

     Under no circumstances will the maximum aggregate compensation (inclusive of administrative fees paid by the General Partner) paid to the selling agents, including Superfund Asset Management, Inc. and wholesalers, exceed 10% of the proceeds of the sale of the Units.

CERTAIN LEGAL MATTERS

     Sidley Austin llp, Chicago, IL served as legal counsel to the General Partner in connection with the preparation of this Prospectus. Sidley Austin llp may continue to serve in such capacity in the future, but has not assumed any obligation to update this Prospectus. Sidley Austin llp may advise the General Partner in matters relating to the

42

operation of the Fund on an ongoing basis. Sidley Austin llp does not represent and has not represented the prospective investors, the Fund or either Series in the course of the organization of the Fund, the negotiation of its business terms, the offering of the Units or in respect of its ongoing operations. Prospective investors must recognize that, as they have had no representation in the organization process, the terms of the Fund relating to themselves and the Units have not been negotiated at arm’s length

     Sidley Austin llp‘s engagement by the General Partner in respect of the Fund is limited to the specific matters as to which it is consulted by the General Partner and, therefore, there may exist facts or circumstances which could have a bearing on the Fund’s or a Series’ (or the General Partner’s) financial condition or operations with respect to which Sidley Austin llp has not been consulted and for which Sidley Austin llp expressly disclaims any responsibility. More specifically, Sidley Austin llp does not undertake to monitor the compliance of the General Partner and its affiliates with the investment program, valuation procedures and other guidelines set forth herein, nor does it monitor compliance with applicable laws. In preparing this Prospectus, Sidley Austin llp relied upon information furnished to it by the Fund and/or the General Partner, and did not investigate or verify the accuracy and completeness of information set forth herein concerning the General Partner, the Fund’s service providers and their respective affiliates and personnel.

EXPERTS

     The statements of financial condition of Superfund Gold, L.P., Series A and Series B, as of June 2, 2008 and of Superfund Capital Management, Inc. as of December 31, 2007 have been included herein in reliance upon reports of Deloitte & Touche LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm as experts in accounting and auditing.

43

INDEX TO FINANCIAL STATEMENTS

	Page
Superfund Gold, L.P.:
Report of Independent Registered Public Accounting Firm		45
Statement of Financial Condition as of June 2, 2008 (Series A)		46
Statement of Financial Condition as of June 2, 2008 (Series B)		47
Notes to Statements of Financial Condition		48
Superfund Capital Management, Inc.:
Report of Independent Registered Public Accounting Firm		50
Statement of Financial Condition as of December 31, 2007		51
Notes to the Statement of Financial Condition		52

44

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of Superfund Gold, L.P.:

     We have audited the accompanying statements of financial condition of Superfund Gold, L.P. (the “Fund”) as of June 2, 2008. These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

     We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

     In our opinion, such statements of financial condition present fairly, in all material respects, the financial position of the Fund as of June 2, 2008, in conformity with accounting principles generally accepted in the United States of America.

/s/ DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania
June 6, 2008

45

SUPERFUND GOLD, L.P. – SERIES A

STATEMENT OF FINANCIAL CONDITION

JUNE 2, 2008

Assets
Current Assets:
Cash	$	2,000
Total Assets	$	2,000
Series Capital
Series Capital:
General Partner Interest	$	1,000
Initial Limited Partner Interest	$	1,000
Total Series Capital	$	2,000

See Accompanying Notes to Statement of Financial Condition.

THE FUND HAS NOT YET COMMENCED OPERATIONS AND ITS ASSETS
AND LIABILITIES ARE NOMINAL.

46

SUPERFUND GOLD, L.P. – SERIES B

STATEMENT OF FINANCIAL CONDITION

JUNE 2, 2008

Assets
Current Assets:
Cash	$	2,000
Total Assets	$	2,000
Series Capital
Series Capital:
General Partner Interest	$	1,000
Initial Limited Partner Interest	$	1,000
Total Series Capital	$	2,000

See Accompanying Notes to Statement of Financial Condition.

THE FUND HAS NOT YET COMMENCED OPERATIONS AND ITS ASSETS
AND LIABILITIES ARE NOMINAL.

47

SUPERFUND GOLD, L.P.

NOTES TO STATEMENT OF FINANCIAL CONDITION

(1) ORGANIZATION

Superfund Gold, L.P. (the “Fund”) was organized on March 19, 2008 under the Delaware Revised Limited Partnership Act. At this time, the only capital contributed to the Fund is the original capital contribution of $1,000 to each Series A and Series B by Superfund Capital Management, Inc. (the “General Partner”) and $1,000 to each Series A and Series B by the Initial Limited Partner, who is also an affiliated and related party. Upon commencement of operations, the General Partner has agreed to make additional capital contributions as General Partner so that its aggregate capital contribution to each Series of the Fund will equal at least the greater of $500,000 or 1% of the total capital accounts of each Series of the Fund. The General Partner and the holders of Units of Beneficial Interest (“Units”) issued by the Fund will share in any profits and losses of the Fund in proportion to the percentage interest owned by each, subject to the General Partner’s receipt of certain fees and expenses as set forth in the Fund’s limited partnership agreement. The proceeds of the offering of Units will be held in cash or invested in U.S. Treasury securities, commercial paper and other cash equivalents and used to trade in the futures, options and forward markets.

(2) THE OFFERING OF THE UNITS

The initial net asset value per Unit of a Series will be the dollar price per ounce of gold established by the gold pool members of the London Bullion Market Association at the London A.M. fixing on the day Superfund Gold, L.P. begins trading and investment activities. After the initial offering period, Units will be continuously offered as of the last day of each month at their net asset value, stated in both ounces of gold and dollars. No up-front underwriting discount or commission will be taken. The selling agents will use their best efforts to sell the Units but are not required to sell any particular number of Units. Selling commissions will be paid monthly to Superfund Asset Management, Inc., an entity related to the General Partner by common ownership, at an amount equal to one-twelfth of 4% (4% per annum) of the month end net asset value of the Fund that is not attributable to sales to Unitholders that participate in a registered investment adviser’s asset-based or fixed fee advisory program and whose investment adviser recommends a portfolio allocation to the Fund after trading begins.

(3) ORGANIZATIONAL AND INITIAL OFFERING COSTS

Organizational and initial offering costs will be borne by the General Partner, not the Fund.

(4) CHARGES TO EACH SERIES

Upon commencement of operations, the fees and expenses applicable to each Series will be as follows:

–	2.25% of net assets annual management fee (1/12 of 2.25% payable monthly) for each Series.
–	A performance fee of 25% of new appreciation in each Series’ net assets, computed on a monthly basis, excluding interest income and changes in the value of the Series’ dollar for dollar investment in gold and adjusted for subscriptions and redemptions.
	Each Series will pay a selling commission of 4% of the average month-end net asset value of such Series in monthly installments of 1/12 of 4% of the month end net asset

48

	value of such Series. However, the maximum cumulative selling commission per Unit is limited to 10% of the initial public offering price for such Unit. Unitholders that participate in a selling agent’s asset-based or fixed fee investment program (and whose Units are purchased through such program) or registered investment adviser’s asset-based fee or fixed fee advisory program will not be subject to the 4% annual selling commission.
–	$25.00 per round-turn futures transaction (i.e., purchase and sale or sale and purchase) for brokerage fees will be charged, where brokerage commissions are charged in U.S. dollars, a portion of which will be paid to the clearing brokers for execution and clearing costs and the balance of which will be paid to Superfund Asset Management, Inc., which will serve as introducing broker for each Series. Brokerage commissions for certain foreign futures contracts to be traded by the Fund are charged in currencies other than the U.S. dollar. Commission rates for brokerage commissions charged in foreign currencies will be reset on the first business day of each calendar month to the foreign currency equivalent of $25.00 based on the then current U.S. dollar exchange rate for the applicable foreign currencies. Daily fluctuations in foreign currency exchange rates will, however, cause the actual commissions charged to the Fund for certain foreign futures contracts to be more or less than $25.00 per round-turn.
–	Actual operating and ongoing offering expenses, including the costs of updating the Fund’s Prospectus, such as legal, auditing, administration, printing and postage costs, estimated to be 0.75% of average month-end net assets per year of each Series. The General Partner will assume liability for operating expenses in excess of 0.75% of average month-end net assets per year of each Series.

(5) REDEMPTIONS

Units may be redeemed, at the option of any Unitholder, at Net Asset Value as of the close of business on the last business day of any calendar month on ten business days’ written notice to the General Partner, subject to a minimum redemption of $1,000. A Limited Partner redeeming less than all of his/her investment in a Series, after giving effect to the requested redemption, must maintain an investment in such Series at least equal to the minimum initial investment amount of $5,000. A request for less than a full redemption that would reduce a Limited Partner’s remaining investment to less than $5,000 will be treated as a request for redemption in full. Limited Partners must transmit a written request for redemption to the General Partner not less than ten (10) business days prior to the end of the month (or such shorter period as permitted by the General Partner) as of which redemption is to be effective. The request for redemption must specify the dollar amount for which redemption is sought or no dollar amount for full redemptions. Redemption proceeds will generally be paid within 20 days after the effective date of the redemption.

49

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder of
Superfund Capital Management, Inc.
St. George, Grenada, West Indies

     We have audited the accompanying statement of financial condition of Superfund Capital Management, Inc. (the “Company”) as of December 31, 2007. This financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on this financial statement based on our audit.

     We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

     In our opinion, such statement of financial condition presents fairly, in all material respects, the financial position of the Company as of December 31, 2007, in conformity with accounting principles generally accepted in the United States of America.

     As discussed in Note 2, the accompanying financial statement has been prepared from the separate records maintained by the Company and may not necessarily be indicative of the conditions that would have existed if the Company had been operated as an unaffiliated company.

/s/ DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania
March 28, 2008

PURCHASERS OF UNITS WILL NOT RECEIVE ANY INTEREST IN THIS ENTITY.

50

SUPERFUND CAPITAL MANAGEMENT, INC.

Statement of Financial Condition
December 31, 2007
(In U.S. Dollars)

Assets
Current Assets:
Cash	$	2,275,446
Due from affiliated limited partnerships		227,425
Investment in affiliated limited partnerships (cost $1,500,000)		1,530,767
Investment in money market funds (cost $2,295,933)		2,829,158
Other short term investments		53,505
Total Current Assets		6,916,301
Fixed assets, net of accumulated depreciation of $194,403		10,332
Other assets		31,755
Total Assets	$	6,958,388
Liabilities and Stockholder’s Equity
Liabilities:
Accrued expenses	$	412,056
Total Liabilities		412,056
Stockholder’s equity:
Contributed capital, $50 par value. Authorized, issued and outstanding 2,000 shares		100,000
Additional paid-in-capital		2,227,378
Accumulated other comprehensive income		706,645
Retained earnings		3,512,309
Total Stockholder’s Equity		6,546,332
Total Liabilities and Stockholder’s Equity	$	6,958,388

See accompanying notes.

PURCHASERS OF UNITS WILL NOT RECEIVE ANY INTEREST IN THIS ENTITY.

51

SUPERFUND CAPITAL MANAGEMENT, INC.

Notes to The Statement of Financial Condition
December 31, 2007

(1) General Information and Summary of Significant Accounting Policies

  Nature of Business

     Superfund Capital Management Inc. (the “Company”), was incorporated in Grenada, West Indies, in March 2001. The Company’s sole business is the trading and management of discretionary futures trading accounts, including commodity pools which are domiciled in the United States of America. The Company presently serves as commodity pool operator for Quadriga Superfund L.P. (“Quadriga Superfund”) and Quadriga Partners L.P. (“Quadriga Partners”). On January 2, 2007, the Company became the General Partner of Quadriga Partners. The Company is wholly owned by one shareholder.

     A summary of the significant accounting policies which have been followed in preparing the accompanying financial statement is set forth below:

  Cash

     Cash consists of cash on hand and balances held at banks.

  Investment in Money Market Funds

     The Company has investments in money market funds that are recorded based upon the investments’ fair market value at December 31, 2007.

  Investment in Affiliated Limited Partnerships

     The Company has invested in Quadriga Superfund, a Delaware limited partnership, organized to trade speculatively in the United States of America and international commodity equity markets using a strategy developed by the Company. The Company’s investment in Quadriga Superfund is recorded based upon the equity method of accounting.

  Fixed Assets

     Fixed assets are stated net of accumulated depreciation. Depreciation is calculated utilizing the straight-line method over the estimated useful lives of the assets, ranging from 1-3 years.

  Use of Estimates

     The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual amounts could differ from such estimates.

  Income Taxes

     The Company is incorporated and operates in Grenada, West Indies, which does not have corporate income taxes. Additionally, the Company has no income or loss that is effectively connected to trade or business carried on

52

in the United States of America, and services are performed outside the United States. Therefore, the Company was not subject to income tax for the year ended December 31, 2007.

  Functional Currency

     The Company’s functional currency is the U.S. Dollar. In addition to maintaining a bank account in the U.S. Dollar, the Company also has two cash accounts denominated in foreign currencies (Eastern Caribbean dollars and Euros) used for various operating expenses and investment accounts in money market funds denominated in Euros and Canadian Dollars. Transactions denominated in these foreign currencies are translated to the U.S. Dollar as follows: the current exchange rate is used when translating transactions based in Euros and Canadian Dollars to the U.S. Dollar and a fixed currency exchange rate of 2.6882 when translating transactions based in Eastern Caribbean Dollar to the U.S. Dollar. Management believes that such exchange rates approximate the average exchange rates throughout 2007. The resulting adjustments are a component of other comprehensive income.

  Recently Issued Accounting Standards

     The Financial Accounting Standards Board (“FASB”) issued Financial Interpretation No. 48: Accounting for Uncertainty in Income Taxes — an interpretation of FASB No. 109 (“FIN 48”) in June 206. In February 2008, the FASB issued Staff Position No. 48-2: Effective Date of FASB Interpretation No. 48 for Certain Nonpublic Enterprises. This Staff Position allows the Company to defer implementation of FIN 48 to calendar year 2008. Therefore, the Company has deferred implementation of FIN 48 and has not yet concluded its impact on the financial statements.

     In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, (“SFAS 157”), “Fair Value Measurements”, which clarifies the definition of fair value and requires companies to expand their disclosure about the use of fair value to measure assets and liabilities in interim and annual periods subsequent to initial recognition. Adoption of SFAS 157 requires the use of the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. Although still in the process of evaluating the impact, if any, upon adoption of the standard, management believes there will be no material impact other than enhanced disclosures.

(2) Related Parties

     The Company is the general partner and is responsible for the trading and management of Quadriga Superfund. As general partner of Quadriga Superfund, the Company receives a 1.85% annual management fee (1/12 of 1.85% payable monthly) for each Series of Quadriga Superfund. In addition, the Company receives an incentive fee of 25% of new appreciation in each Series’ net assets computed on a monthly basis and excluding interest income and as adjusted for subscriptions and redemptions and one-twelfth of 1% of month end net assets (1% per annum), not to exceed the amount of actual expenses incurred, for ongoing organization and offering expenses. Any organization and offering costs above 1% of net assets per year will be borne by Superfund Capital Management. The Company also earns monthly operating fees equal to one-twelfth of 0.15% of month end net assets (0.15% per annum). At December 31, 2007, the Company had accrued management fee, organization and offering fee, and operating fee revenue receivable of $223,204, which is included in due from affiliated limited partnerships.

     The Company is also responsible for the trading and management of Quadriga Partners, L.P. As manager of Quadriga Partners, the Company receives a quarterly management fee computed at an annual rate of 2.00% of the net assets of Quadriga Partners at the beginning of each month. Management fees, which are accrued ratably as services are performed, compensate the Company for services rendered to and on behalf of Quadriga Partners. In addition, the Company receives an incentive fee from Quadriga Partners in an amount equal to 25% of the excess of net profits over net losses allocated to the limited partners’ capital accounts as of the end of each month. At December 31, 2007, the Company had accrued management revenue receivable of $4,221, which is included in due from affiliated limited partnerships.

53

     The Company utilizes an automated trading system provided by an affiliated company. This trading system executes its commodity trades on behalf of Quadriga Superfund, on a non — exclusive basis and at no cost.

     The Company executes its trades through Superfund Asset Management, Inc. (“SAM”), an introducing broker located in Chicago, IL. The sole stockholder of the Company is also a majority shareholder of SAM. Brokerage costs are recognized in the account for which the Company is trading. No brokerage costs are incurred directly by the Company.

     Since November 1, 2005 the Company has been using office space, provided by Quadriga Office Management Inc. (“Quadriga Office Management”), an affiliated company founded in Grenada W.I.

     The accompanying financial statements have been prepared from the separate records maintained by the Company and may not necessarily be indicative of the conditions that would have existed if the Company had been operated as an unaffiliated company.

(3) Investment in Affiliated Limited Partnerships

     The following represents investments in Quadriga Superfund as of December 31, 2007:

Investment in Quadriga Superfund at January 1, 2007	$	2,703,485
Equity in loss		(1,172,718
Investment in Quadriga Superfund at December 31, 2007	$	1,530,767

     The summarized assets, liabilities, and net decrease in net assets from operations for Quadriga Superfund as of and for the year ending December 31, 2007 is as follows:

Assets	$	90,819,420
Liabilities	$	(7,029,765
Net decrease in net assets from operations	$	(2,847,450

54

This Prospectus is in two parts: a Disclosure Document and a Statement of Additional Information.
These parts are bound together and may not be distributed separately.

PART TWO — STATEMENT OF ADDITIONAL INFORMATION

STRATEGY

     Superfund Gold L.P. has been designed primarily for investors desiring to invest a portion of their assets in a trading and investment strategy that has exhibited a relatively low correlation to equity and debt securities, as well as in currency independent investments linked to gold. The investment objective of the Series is capital appreciation over time by trading and investing, on the basis of technical analysis, in a portfolio of futures and forward contracts on stock indices, currencies, bonds, grains, energies, metals (including gold), agricultural markets and livestock. The net asset value of each Series, which is denominated in U.S. dollars, is intended to be de-linked from the value of the U.S. dollar through the maintenance by each Series of a dollar for dollar investment in gold, adjusted as of the beginning of each month, primarily through the use of gold futures and forward contracts, essentially denominating the Series in terms of gold. It is thus expected that the total return of each Series will reflect, in addition to the trading results of the General Partner’s trading strategy, variations in the U.S. dollar price of a gold position approximately equal to the net asset value of such Series (expressed in U.S. dollars). Investors’ attention is drawn to the fact that each Series’ gold position is adjusted only monthly and, if gold futures margin requirements should increase substantially, may be reduced below the equivalent of such Series’ net asset value (expressed in U.S. dollars) as of the beginning of each month. Thus, there can be no assurance that the returns of a Series will reflect variations in the U.S. dollar price of a gold position equal to the net asset value of the Series (expressed in U.S. dollars) at any given time.

Market Diversification

     The General Partner and its affiliates (collectively, “Superfund”) use a proprietary systematic approach to trading a portfolio of futures and forward contracts that has historically exhibited low correlation to traditional equity and debt investments. The spectrum of instruments traded globally consists of more than 100 futures markets in both commodity and financial futures. Fundamental to Superfund’s trading style is low correlation between different markets and high liquidity for order execution.

     The above chart is only an indication of the variety of markets traded or that may be traded by Superfund and is not indicative of relative allocations among these markets. The actual allocations among these markets change over time due to liquidity, volatility and risk considerations.

     On April 30, 2008, the approximate market sector allocations of the General Partner’s futures and forwards trading strategy to be traded on behalf of the Series were as follows: stock indices, 2.1%; currencies, 32.3%; bonds, 47%; grains, 1.7%; energies, 13.3 %; metals, 2.8%; agricultural markets, 0.4%; livestock, 0.4%.

55

Technical Trading System

     Positions are initiated using a proprietary technical algorithm that attempts to identify developing price trends in their early stages. Most systematic trend following systems employ technical indicators such as moving averages or Bollinger bands to identify trending markets. The Superfund trading strategy is based on the premise that the key to using such indicators successfully lies in the way they are interrelated and applied in combination.

Trend Following

     At present, the trading system utilized by Superfund Capital Management, Inc. is based on short and midterm time horizons. One key to the prior success of the funds managed by the General Partner and its affiliates, employing substantially the same futures and forwards trading strategy as to be employed by the Fund, has been the limiting of drawdowns by daily maintenance of stop orders. In this way, if a trend reverses, losses are theoretically limited, while if a trend continues profits are theoretically protected. By these means, the Superfund trading system seeks to optimize winning trades. However, there can be no assurance that stop orders will be effective at limiting losses to pre-determined amounts. Past performance is not necessarily indicative of future results.

Risk Management

     Risk management plays a key role in the Superfund investment strategy. The proprietary program limits initial risk per trade to a theoretical maximum of 1.5 percent of total Series assets. In addition, the system continuously screens volatility and adjusts portfolio exposure accordingly.

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Supplemental Performance

     Superfund Gold SPC is the flagship gold product of the Superfund group of affiliated companies and commenced trading operations on October 1, 2005. Superfund Gold SPC is not available to U.S. investors. Although Superfund Gold, L.P. Series A and Series B will be managed pursuant to substantially the same trading and investment program as Superfund Gold SPC—Superfund Segregated Portfolio A and Superfund Segregated Portfolio B, respectively, prospective investors in the Series must not construe the performance of the Superfund Gold SPC segregated portfolios as an indication of the anticipated performance of the Series. The performance of the segregated portfolios of Superfund Gold SPC set forth below is shown, not as any indication of how Superfund Gold, L.P. is expected to perform, but rather as indicative of the Superfund group of affiliated companies’ experience in managing a managed futures product combining the Superfund systematic, trend following trading strategy with a passive gold “overlay.”

     Since the inception of trading in Superfund Gold SPC—Superfund Segregated Portfolio A and—Superfund Segregated Portfolio B, the U.S. dollar price of gold has generally increased and is now near its historical high point in current dollar terms. There can be no assurance that the U.S. dollar price of gold will continue generally to increase or will not enter into a sustained period of decline, potentially resulting in substantial losses for the Series. PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

SUPERFUND GOLD SPC — SUPERFUND SEGREGATED PORTFOLIO A

Gold Price (USD/ounce)
	Jan			Feb			Mar			Apr			May			Jun			Jul			Aug			Sep			Oct			Nov			Dec
2005																													465.55			494.40			520.75
2006		567.20			562.60			585.50			657.75			633.25			619.50			635.50			624.00			602.00			611.25			644.40			640.75
2007		652.55			673.60			663.30			677.50			662.50			650.25			660.25			672.75			745.25			792.00			783.75			840.75
2008		933.00			978.25			897.00			863.50
NAV in USD	Jan			Feb			Mar			Apr			May			Jun			Jul			Aug			Sep			Oct			Nov			Dec
2005																													459.18			519.86			554.30
2006		643.18			604.91			644.62			755.04			695.61			646.77			602.35			586.87			596.81			637.31			679.41			736.80
2007		747.65			707.45			674.92			743.86			748.86			757.04			711.57			647.85			754.56			861.98			800.78			878.84
2008		945.99			1,147.61			1,080.03	*		1,001.51	*
% in USD	Jan			Feb			Mar			Apr			May			Jun			Jul			Aug			Sep			Oct			Nov			Dec			Annual
2005																													-2.79	%		13.21	%		6.62	%		17.35	%
2006		16.03	%		-5.95	%		6.56	%		17.13	%		7.87	%		7.02	%		6.87	%		2.57	%		1.69	%		6.79	%		6.61	%		8.45	%		32.92	%
2007		1.47	%		-5.38	%		-4.60	%		10.21	%		0.63	%		1.13	%		6.01	%		8.95	%		16.47	%		14.24	%		-7.10			9.75	%		19.28	%
2008		7.64	%		21.31	%		-5.86	%		-7.29	*																										13.96	%**

*estimated

**estimated, 4 mos.

RETURN STATISTICS (NAV in USD)			RISK STATISTICS (NAV in USD)			EFFICIENCY STATISTICS (NAV in USD)
Since inception	112.03	%	Annual standard deviation	31.18	%	Sharpe ratio***	1.10
Annualized geometric	34.35	%	Monthly standard deviation	9.00	%	Sortino ratio *** (annualized)	5.34
YTD	13.46	%	Max. initial risk per trade	1.00	%	MAR ratio	1.54
One year rolling	13.46	%	Typical margin to equity	20	%	Correlation to S&P500	0.18
Average monthly	2.49	%	Maximum drawdown	22.27	%	MSCI World Index	0.39
Highest monthly	21.31	%	Maximum time off peak	14 months		JP Morgan Govt. Bond US (JPMTUS Index) Government Bond Index	-0.14
Lowest monthly	-8.95	%
% of positive months	58.06	%

Fund statistics are calculated since inception. *** modified (risk free performance = 0%)

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SUPERFUND GOLD SPC — SUPERFUND SEGREGATED PORTFOLIO B

Gold Price (USD/ounce)
	Jan			Feb			Mar			Apr			May			Jun			Jul			Aug			Sep			Oct			Nov			Dec
2005																													465.55			494.40			520.75
2006		567.20			562.60			585.50			657.75			633.25			619.50			635.50			624.00			602.00			611.25			644.40			640.75
2007		652.55			673.60			663.30			677.50			662.50			650.25			660.25			672.75			745.25			792.00			783.75			840.75
2008		933.00			978.25			897.00			863.50
NAV in USD	Jan			Feb			Mar			Apr			May			Jun			Jul			Aug			Sep			Oct			Nov			Dec
2005																													457.92			533.84			573.86
2006		677.62			627.50			678.49			804.23			716.23			660.53			579.35			563.63			593.68			667.89			712.97			805.22
2007		822.54			748.28			700.29			794.44			816.34			833.87			758.30			657.07			778.65			920.32			828.46			936.29
2008		993.24			1,278.10			1,186.71			1,096.17	*
% in USD	Jan			Feb			Mar			Apr			May			Jun			Jul			Aug			Sep			Oct			Nov			Dec			Annual
2005																													-3.05	%		16.58	%		7.50	%		21.49	%
2006		18.08	%		-7.40	%		8.13	%		18.53	%		-10.94	%		-7.78	%		-12.29	%		-2.71	%		5.33	%		12.50	%		6.75	%		12.94	%		40.32	%
2007		2.15	%		-9.03	%		-6.41	%		13.44	%		2.76	%		2.15	%		-9.06	%		-13.35	%		18.50	%		18.19	%		-9.98	%		13.02	%		16.28	%
2008		6.08	%		28.68	%		-7.15	%		-7.63	*																										17.08	%**

*estimated

**estimated, 4 mos.

RETURN STATISTICS (NAV in USD)			RISK STATISTICS (NAV in USD)				EFFICIENCY STATISTICS (NAV in USD)
Since inception	132.07	%	Annual standard deviation		40.04	%	Sharpe ratio***	0.98
Annualized geometric	39.20	%	Monthly standard deviation		11.56	%	Sortino ratio *** (annualized)	3.62
YTD	17.08	%	Max. initial risk per trade		1.50	%	MAR ratio	1.31
One year rolling	37.98	%	Typical margin to equity		30	%	Correlation to S&P500	0.24
Average monthly	2.79	%	Maximum drawdown		29.92	%	MSCI World Index	0.42
Highest monthly	28.68	%	Maximum time off peak	8 months			JP Morgan Govt. Bond US (JPMTUS Index)	-0.19
Lowest monthly	-13.35	%
% of positive months	58.68	%
Fund statistics are calculated since inception.							*** modified (risk free performance = 0%)

The MSCI World Index is a free float-adjusted market capitalization index that is designed to measure global developed market equity performance.

The JP Morgan Govt. Bond US (JPMTUS Index) is based on the gross price (net price plus accrued interest) of the U.S. government bonds that comprise the index.

The foregoing performance results are shown net of all fees.

WHY SUPERFUND?

Why A Managed Futures Fund?

     Managed futures investments are intended to generate medium to long-term capital growth and provide global portfolio diversification. A primary reason to invest in a managed futures product, such as Superfund Gold, L.P. is to provide a non-correlated investment to a portfolio of traditional stock and bond investments that has the potential to improve returns and lower the portfolio’s volatility. This is possible because managed futures products historically have not been correlated to traditional markets, such as stocks and bonds.

Why Superfund?

     The Superfund trading strategy has a track record of positive performance over the past twelve years. The funds trade more than 100 futures markets worldwide using a proprietary trading system. Funds utilizing the Superfund proprietary trading system have often produced positive double-digit annual returns, even during difficult markets for stocks and bonds, due to diversified trades and the Superfund proprietary trading system’s identification of and employment of strict risk controls. The past performance of these Superfund funds is not, however, necessarily indicative of the future results of Superfund Gold, L.P.

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Why Now?

     Stock market performance at the beginning of this decade has demonstrated that long-only equity portfolios generally do not make money during downward cycles. For continued portfolio performance, it is potentially advantageous for investors to own investments that have the potential to appreciate in any economic environment.

Why Gold?

     As discussed below under “Investment Considerations,” gold has historically been viewed as a hedge against insecurity, inflation and a fluctuating dollar. As a result, gold has been attractive to investors as a means of providing a safe haven in troubled times.

Historical Non-Correlated Performance

     Historically, managed futures investments have had very little correlation to the stock and bond markets. While there is no guarantee of positive performance in a managed futures component of a portfolio, the non-correlation characteristic of managed futures can improve risk adjusted returns in a diversified investment portfolio. Having the ability to go long and short provides managed futures the opportunity to make potentially profitable trades in both up or down markets. In other words, profit or loss in managed future funds is not necessarily dependent on economic cycles. There can be no assurance, however, that Superfund Golf, L.P. will trade profitably in the futures and forward markets or not incur losses.

THE FUTURES AND FORWARD MARKETS

Futures Contracts

     Futures contracts are standardized agreements traded on commodity exchanges that call for the future delivery of the commodity or financial instrument at a specified time and place. A futures trader that enters into a contract to take delivery of the underlying commodity is “long” the contract, or has “bought” the contract. A trader that is obligated to make delivery is “short” the contract or has “sold” the contract. Actual delivery on the contract rarely occurs. Futures traders usually offset (liquidate) their contract obligations by entering into equal but offsetting futures positions. For example, a trader who is long one September Treasury bond contract on the Chicago Board of Trade can offset the obligation by entering into a short position in a September Treasury bond contract on that exchange. Futures positions that have not yet been liquidated are known as “open” contracts or positions. Futures contracts are traded on a wide variety of commodities and financial products, including agricultural products, metals, livestock products, government securities, currencies and stock market indices. Options on futures contracts are also traded on commodity exchanges.

Forward Contracts

     Currencies and other commodities may be purchased or sold for future delivery or cash settlement through banks or dealers pursuant to forward or swap contracts. Currencies also can be traded pursuant to futures contracts on organized futures exchanges; however, the General Partner will use the dealer market in foreign exchange contracts for most of the Fund’s trading in currencies. Such dealers will act as “principals” in these transactions and will include their profit in the price quoted on the contracts. Unlike futures contracts, foreign exchange forward contracts are not standardized. In addition, the forward market is largely unregulated. Forward contracts are not “cleared” or guaranteed by a third party. Thus, each Series is subject to the creditworthiness of the foreign exchange dealer with whom the Fund maintains assets and positions relating to each Series’ forward contract investments. Neither the CFTC nor the federal or state banking authorities regulate forward trading or forward dealers.

Swap Transactions

     The Fund may periodically enter into transactions in the forward or other markets which could be characterized as swap transactions and which may involve commodities, interest rates, currencies, stock indices, and other items. A swap transaction is an individually negotiated, non-standardized agreement between two parties to exchange cash

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flows measured by different interest rates, exchange rates, or prices, with payments calculated by reference to a principal (“notional”) amount or quantity. Transactions in these markets present certain risks similar to those in the futures, forward and options markets: (1) the swap markets are generally not regulated by any United States or foreign governmental authorities; (2) there are generally no limitations on daily price moves in swap transactions; (3) speculative position limits are not applicable to swap transactions, although the counterparties with which the Series may deal may limit the size or duration of positions available as a consequence of credit considerations; (4) participants in the swap markets are not required to make continuous markets in swaps contracts; and (5) the swap markets are “principal markets,” in which performance with respect to a swap contract is the responsibility only of the counterparty with which the trader has entered into a contract (or its guarantor, if any), and not of any exchange or clearinghouse. As a result, each Series will be subject to the risk of the inability of or refusal to perform with respect to such contracts on the part of the counterparties with which the Fund trades. Also, the CFTC or a court could conclude in the future that certain, primarily agricultural, swap transactions entered into by the Fund constitute unauthorized futures or commodity option contracts. Such a conclusion could limit the Fund’s access to certain agricultural markets in the United States, possibly to the detriment of the Fund.

REGULATION

     The U.S. futures markets are regulated under the Commodity Exchange Act, which is administered by the CFTC, a federal agency created in 1974. The CFTC licenses and regulates commodity exchanges, commodity pool operators, commodity trading advisors and clearing firms which are referred to in the futures industry as “futures commission merchants.” The General Partner is registered with the CFTC as a commodity pool operator. Futures professionals are also regulated by the NFA, a self-regulatory organization for the futures industry that supervises the dealings between futures professionals and their customers. If the pertinent CFTC licenses or NFA memberships were to lapse, be suspended or be revoked, the General Partner would be unable to act as the Fund’s commodity pool operator. The CFTC has adopted disclosure, reporting and recordkeeping requirements for commodity pool operators. The reporting rules require pool operators to furnish to the participants in their pools a monthly statement of account, showing the pool’s income or loss and change in net asset value, and an annual financial report, audited by an independent certified public accountant. The CFTC and the exchanges have pervasive powers over the futures markets, including the emergency power to suspend trading and order trading for liquidation of existing positions only. The exercise of such powers could adversely affect the Fund’s trading.

     In order to establish and maintain a futures position, a trader must make a type of good-faith deposit with its broker, known as “margin,” of approximately 2%-10% of contract value. Minimum margins are established for each futures contract by the exchange on which the contract is traded. The exchanges alter their margin requirements from time to time, sometimes significantly. For their protection, clearing brokers may require higher margins from their customers than the exchange minimums. When a position is established, “initial margin” is deposited. On most exchanges, at the close of each trading day “variation margin,” representing the unrealized gain or loss on the open positions, is either credited to or debited from a trader’s account. If “variation margin” payments cause a trader’s “initial margin” to fall below “maintenance margin” levels, a “margin call” is made, requiring the trader to deposit additional margin or have his position closed out. Collateral is deposited in connection with forward contracts but is not required by any applicable regulation. Additional collateral may be required by the relevant dealer to maintain a forward contract position, similar to variation margin payments.

INVESTMENT CONSIDERATIONS

A Gold Denominated Investment

     Gold has often been viewed as a hedge against inflation and thus as a safe haven in troubled or uncertain economic times. Gold has also been used as a hedge against fluctuations in the value of the U.S. dollar against other currencies. Historically, when the dollar has depreciated against foreign currencies generally, the dollar price of gold has risen, and vice versa.

     Superfund Gold, L.P. is designed to combine an investment in gold with an investment in a managed futures strategy. The gold investment of each Series is intended to de-link the Series’ net asset value, which is denominated in U.S. dollars, from the value of the U.S. dollar relative to gold, essentially denominating the Series’ net asset value in terms of gold. However, if the U.S. dollar value of gold declines resulting in dollar losses for the Series, there can

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be no assurance that there will be a corresponding increase in the value or purchasing power of the U.S. dollar for goods (other than gold) or services priced in dollars. Further, there can be no assurance that trading losses incurred in the Fund’s speculative futures and forward trading will not result in overall losses for the Series or that the Series will not reduce its gold position if gold futures margin requirements increase significantly.

Potential Advantages of Managed Futures:

     Both the futures and forward markets and funds investing in those markets offer many structural advantages that make managed futures an efficient way to participate in global markets.

Enhanced Profit Potential

     Established managed futures funds, including Superfund funds, have often produced strong absolute returns and, in many cases, have outperformed stocks and bonds during periods in which those asset classes have not performed well. There can be no assurance, however, that the Fund will perform positively under any given set of market conditions or that it will not incur losses.

Low Correlation to Traditional Asset Classes and Other Alternative Asset Classes

     Because they trade in numerous financial and commodities futures markets ranging from cotton to palladium and currencies to stock indices, managed futures funds, in aggregate, have historically experienced low long-term correlation to most traditional asset classes, including stocks, bonds, and real estate. Managed future funds may provide a valuable element of diversification to an investor’s Portfolio, even one in which other alternative asset classes are represented, because of the low correlation of their returns to the returns of other alternative asset classes, including many hedge fund strategies. There can be no assurance, however, that the Fund’s performance will be non-correlated to the performance of traditional asset classes or that it will not experience sustained periods of significant correlation to the performance of traditional asset classes.

Non-Correlated Investments within the Fund

     The Fund will trade on more than 100 financial and commodities futures markets, many of which react differently from each other to the same economic or market condition. Broadly diversifying across a wide range of futures markets can increase the potential to trade profitably while protecting the overall portfolio from extensive losses from a single market.

Potential to Profit in Bull and Bear Markets

     Managed futures funds, unlike most mutual funds, which are “long only”, have the potential to profit from market movements in both directions. By having the ability to “go short”, managed futures funds may also profit from anticipating that a future’s price will go down in the future. This potential to profit, whether markets are rising or falling around the globe, makes managed futures particularly attractive as a diversification tool. There can be no assurance, however, that the General Partner’s trading systems will correctly recognize any particular profit opportunity or correctly anticipate price direction or that the Fund will not incur losses.

Interest Credit

     Unlike some alternative, or non-traditional, investment funds, the Fund will not borrow money to obtain leverage and will not incur any interest expense. Rather, margin deposits and reserve assets will be maintained in cash equivalents, such as U.S. Treasury bills, and interest will be earned on all or nearly all of the Fund’s assets, which include unrealized profits credited to the Series’ accounts.

Global Diversification Within a Single Investment

     Futures and related contracts can be traded in many countries, which makes it possible to diversify risk around the globe. This diversification is available both geographically and across market sectors. For example, an investor

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can trade interest rates, stock indices and currencies in several countries around the world, as well as energy and metals. While the Fund will trade across a diverse selection of global markets, an investment in a Series is not a complete investment program but, rather, should be considered as a diversification opportunity for an overall portfolio. However, if the Fund does not trade profitably, and there can be no assurance that it will do so, the potential diversification benefits of an investment in the Fund will not be realized.

Professional Trading

     The General Partner’s approach includes the following elements:

– Disciplined Money Management. The General Partner will generally allocate between 0.6% to 0.8% of portfolio equity to any single market position with a maximum risk of 1% to 1.5% from the initial position. However, no guarantee is provided that losses will be limited to these percentages.

– Balanced Risk. The General Partner will allocate the Fund’s capital from among more than 100 markets around the world 24 hours a day. Among the factors considered to determine the portfolio mix are market volatility, liquidity and trending characteristics. Of course, the Fund will generally not hold positions in all such markets at all times.

– Ongoing Capital Management. When proprietary risk/reward indicators reach predetermined levels, the Superfund trading system may increase or decrease commitments in certain markets in an attempt to reduce performance volatility.

– Multiple Systems. The Superfund trading system analyzes multiple technical indicators and perimeters in combination in an attempt to identify trends in their early states. Once potential trades are identified, additional filters are applied which consider volatility and the availability of risk capital before final trade signals are generated.

Convenience

     Through an investment in Units, investors can participate in global markets and opportunities without needing to master complex trading strategies and monitor multiple international markets.

Liquidity

     In most cases the markets to be traded by the Fund are highly liquid. Some markets trade 24 hours on business days. While there can be cases where there may be no buyer or seller for a particular futures contract, the General Partner attempts to select markets for investment based upon, among other things, their perceived liquidity. Exchanges impose limits on the amount that a futures price can move in one day. Situations in which markets have moved the limit for several days in a row have not been common, but do occur. See “The Risks You Face — Illiquidity of Your Investment.” Investors may redeem all or a portion of their Units on a monthly basis. See “Distributions and Redemptions.”

Limited Liability

     Investors’ liability is limited to the amount of their investment in each Series. Investors will not be required to contribute additional capital to either Series.

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Exhibit A

SUPERFUND GOLD, L.P.

AMENDED AND RESTATED
LIMITED PARTNERSHIP AGREEMENT

     This Amended and Restated Limited Partnership Agreement (the “Agreement”) is made as of [     ], 2008, by and among Superfund Capital Management, Inc., a Grenada corporation (the “General Partner”) and each other person who becomes a party to this Agreement, whether by execution of a counterpart of this Agreement or by execution of a separate instrument pursuant to which such person agrees to be bound by the terms of this Agreement or otherwise, as an owner of a unit (“Unit”) of beneficial interest in a series (“Series”) designated hereunder and who is shown on the books and records of Superfund Gold, L.P. with respect to such Series as a limited partner (individually, a “Limited Partner” and collectively, the “Limited Partners”).

     1. Continuation; Name. The parties to this Agreement hereby continue a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act, as amended and in effect on the date of this Agreement (the “Act”). The name of the limited partnership is Superfund Gold, L.P. (the “Partnership”). The General Partner has executed and filed a Certificate of Limited Partnership of the Partnership (the “Certificate of Limited Partnership”) in accordance with the Act, and has executed, filed, recorded and published as appropriate such amendments, assumed name certificates and other documents as are necessary or advisable in connection with the operation of the Partnership, as determined by the General Partner, and will take all steps which the General Partner may deem necessary or advisable to allow the Partnership to conduct business as a limited partnership where the Partnership conducts business in any jurisdiction, and to otherwise provide that Limited Partners will have limited liability with respect to the activities of the Partnership in all such jurisdictions, and to comply with the law of any jurisdiction. Upon the admission of additional Limited Partners, the initial Limited Partner shall automatically withdraw from the Partnership as the initial Limited Partner. Each Limited Partner hereby undertakes to furnish to the General Partner a power of attorney and such additional information as the General Partner may request to complete such documents and to execute and cooperate in the filing, recording or publishing of such documents as the General Partner determines appropriate.

     2. (a) Units of Limited Partnership. The beneficial interest in the Partnership shall be divided into an unlimited number of Units. The General Partner may, from time to time, authorize the designation of the Units into one or more Series as provided in Section 2(b) below, and within each Series may designate Units into any number of sub-Series (each a “Sub-Series”). All Units issued hereunder shall be fully paid and nonassessable. The General Partner in its discretion may, from time to time, without vote of the Limited Partners, issue Units, in addition to the then issued and outstanding Units, to such party or parties at the then current net asset value of such Units in connection with the business of the Partnership. In connection with any issuance of Units, the General Partner may issue fractional Units. The General Partner may from time to time divide or combine the Units into a greater or lesser number without thereby changing the proportionate beneficial interests in a particular Series. Contributions to a Series of the Partnership may be accepted for, and Units of such Series shall be redeemed as, whole Units and/or 1/1,000 of a Unit or integral multiples thereof.

     (b) Establishment of Series. The Partnership shall consist of one or more separate and distinct Series as contemplated by Section 17-218 of the Act. The General Partner hereby establishes and designates the following Series: “Superfund Gold, L.P. Series A” (“Series A”) and “Superfund Gold, L.P. Series B” (“Series B”) (each, a “Series”). The General Partner, in addition to being the general partner of the Partnership shall be the general partner associated with each Series designated and established hereunder. Any additional Series designated hereunder shall be established by the adoption of a resolution by the General Partner and shall be effective upon the date stated therein (or, if no such date is stated, upon the date of such adoption). The Units of each Series shall have the relative rights and preferences provided for herein and such rights as may be designated by the General Partner. The General Partner shall cause separate and distinct records for each Series to be maintained and the Partnership shall hold and account for the assets associated therewith separately from the other Partnership property and the assets associated with any other Series. Each Unit of a Series (or a Sub-Series thereof,) shall represent an equal beneficial interest in the net assets associated with that Series (or Sub-Series

A-1

thereof). Unless the establishing resolution or any other resolution adopted pursuant to this Section 2(b) otherwise provides, Units of each Series established hereunder shall have the following relative rights and preferences:

     (i) Limited Partners with respect to a Series shall have no preemptive or other right to subscribe to any additional Units of such Series or other securities issued by the Partnership.

     (ii) All consideration received by the Partnership for the issue or sale of the Units of a Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange, or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall be held and accounted for separately from the other assets of the Partnership and of every other Series and may be referred to herein as “assets belonging to” that Series or the “Series Estate.” The assets belonging to a particular Series shall belong to that Series for all purposes, and to no other Series, subject only to the rights of creditors of that Series. In addition, any assets, income, earnings, profits, or payments and proceeds with respect thereto, which are not readily identifiable as belonging to any particular Series shall be allocated by the General Partner between and among one or more of the Series for all purposes and such assets, income, earnings, profits, or funds, or payments and proceeds with respect thereto, shall be assets belonging to that Series.

     (iii) A particular Series shall be charged with the liabilities of that Series, and all expenses, costs, charges and reserves attributable to any particular Series shall be borne by such Series. Any general liabilities, expenses, costs, charges or reserves of the Partnership (or any Series) that are not readily identifiable as chargeable to or bearable by any particular Series shall be allocated and charged by the General Partner between or among any one or more of the Series in such manner as the General Partner in its sole discretion deems fair and equitable. Each such allocation shall be conclusive and binding upon the Limited Partners for all purposes. Without limiting the foregoing provisions of this subsection, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable only against the assets belonging to such Series, and not against the assets of the Partnership generally or the assets belonging to any other Series, and none of the debts, liabilities obligations and expenses incurred, contracted for or otherwise existing with respect to the Partnership generally or any other Series shall be enforceable against the assets belong to such Series. Notice of this contractual limitation on inter-Series liabilities is set forth in the Certificate of Limited Partnership, and the statutory provisions of Section 17-218 of the Act relating to limitations on inter-Series liabilities (and the statutory effect under Section 17-218 of such notice in the Certificate of Limited Partnership) applies to the Partnership and each Series.

     (c) Creation of Accounts. The General Partner shall establish and maintain an account entitled “Superfund Gold, L.P. Series A Account” (the “Series A Account”) and an account entitled “Superfund Gold, L.P. Series B Account” (the “Series B Account”), and deposit the sum of $1,000.00 in the Series A Account and the sum of $1,000.00 in the Series B Account in connection therewith. The sums held in the Series A Account shall be held for the benefit of the Series A and the sums held in the Series B Account shall be held for the benefit of Series B and such accounts shall be segregated from each other and from the Partnership generally and separate records with respect thereto shall be kept for purposes of Section 17-218 of the Act. The General Partner shall hold, invest and disburse the funds held in the accounts in accordance with the terms hereof.

     (d) Creation of Additional Accounts. The General Partner is authorized to establish and maintain one or more separate accounts for each Series (the “Additional Accounts”) with such institutions as the General Partner shall select for the following purposes:

     (i) to receive and deposit subscriptions for Units of such Series;

     (ii) to pay Limited Partners associated with such Series for redemptions of all or a portion of their Units; and

     (iii) to engage in the Partnership’s business as set forth in Section 4 hereof.

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     The General Partner acknowledges that the funds held in any such Additional Accounts of a Series will be held for that Series only and that such Additional Accounts shall be segregated from the Additional Accounts held for any other Series and that separate records shall be maintained for each Series with respect to the Additional Accounts.

     (e) Limited Liability of Limited Partners. Each Unit, when purchased by a Limited Partner in accordance with the terms of this Agreement, will be fully paid and nonassessable. No Limited Partner will be liable for the Partnership’s obligations in excess of that Partner’s unredeemed capital contribution, undistributed profits, if any, and any distributions and amounts received upon redemption of Units. The Partnership will not make a claim against a Limited Partner with respect to amounts distributed to that Partner or amounts received by that Partner upon redemption of Units unless the Net Assets of the Partnership (which will not include any right of contribution from the General Partner except to the extent previously made by it under this Agreement) are insufficient to discharge the liabilities of the Partnership which have arisen before the payment of these amounts.

     (f) Sub-Series. Initially, each Series’ Units shall be designated into two Sub-Series: Series A-1, Series A-2, Series B-1 and Series B-2. The only difference between the Series 1 and Series 2 Units within each Series is that Series 2 Units are not charged selling commissions and are available exclusively to investors participating in selling agent asset-based or fixed-fee investment programs or in investment advisors’ asset-based or fixed-fee advisory programs.

     3. Principal Office. The address of the principal office of each Series shall be c/o Superfund Capital Management, Inc., Otway Building, P.O. Box 1479, Grand Anse, St. George’s, Grenada, West Indies; telephone (473) 439-2418. The General Partner is located at the same address. Registered Agents Legal Services, LLC shall receive service of process on each Series of the Partnership in the State of Delaware at 1220 North Market Street, Suite 606, Wilmington, Delaware 19801.

     4. Business. The business and purpose of the Partnership and each Series is to trade, buy, sell, swap or otherwise acquire, hold or dispose of commodities (including, but not limited to, foreign currencies, money market instruments, financial instruments, and any other securities or items which are now, or may hereafter be, the subject of futures contract trading), domestic and foreign commodity futures contracts, commodity forward contracts, foreign exchange commitments, options on physical commodities and on futures contracts, spot (cash) commodities and currencies, securities (such as United States Treasury securities) approved by the Commodity Futures Trading Commission (“CFTC”) for investment of customer funds and other securities on a limited basis, and any rights pertaining thereto and any options thereon, whether traded on an organized exchange or otherwise, and to engage in all activities necessary, convenient or incidental thereto. The Partnership and Series may engage in such business and purpose either directly or through joint ventures, partnerships or other entities. The objective of the Partnership (and each Series’) is to maintain the approximate equivalent of a dollar for dollar investment in gold (the “Passive Gold Position”) while seeking appreciation of assets through speculative trading by the General Partner.

     5. Term, Dissolution, Fiscal Year.

     (a) Term. The term of the Partnership commenced on the day on which the Certificate of Limited Partnership was filed with the Secretary of State of the State of Delaware pursuant to the provisions of the Act and shall end upon the first to occur of the following:

     (i) receipt by the General Partner of an approval to dissolve the Partnership at a specified time by Limited Partners owning Units representing more than fifty percent (50%) of the outstanding Units of each Series then owned by Limited Partners of each Series, notice of which is sent by certified mail return receipt requested to the General Partner not less than 90 days prior to the effective date of such dissolution;

     (ii) withdrawal, insolvency or dissolution of the General Partner or any other event that causes the General Partner to cease to be the General Partner of the Partnership, unless (i) at the time of each event there is at least one remaining general partner of the Partnership who carries on the business of the Partnership (and each remaining general partner of the Partnership is hereby authorized to carry on the business of general partner of the Partnership in such an event), or (ii) within 120 days after such event Limited Partners of a Series holding a majority of Units of such Series agree in writing to continue the business of the

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Partnership and such Series and to the appointment, effective as of the date of such event, of one or more general partners of the Partnership and associated with such Series;

     (iii) a decline in the aggregate Net Assets of each Series to less than $500,000 at any time following commencement of trading in the Series;

     (iv) dissolution of the Partnership pursuant hereto; or

     (v) any other event which shall make it unlawful for the existence of the Partnership to be continued or which requires termination of the Partnership.

     (b) Trading activities with respect to a Series shall cease and such Series shall be terminated upon the first to occur of the following; (i) receipt by the General Partner of an approval to dissolve such Series at a specified time by Limited Partners owning Units representing more than fifty percent (50%) of the outstanding Units of such Series then owned by Limited Partners of such Series, notice of which is sent by certified mail return receipt requested to the General Partner not less than 90 days prior to the effective date of such dissolution; (ii) withdrawal of the General Partner as the general partner associated with such Series or any other event that causes the General Partner to cease to be the general partner associated with such Series, unless (a) at the time of such event there is at least one remaining general partner associated with such Series who carries on the business of such Series (and each remaining general partner associated with such Series is hereby authorized to carry on the business of general partner associated with such Series in such an event), or (b) within 120 days after such event Limited Partners holding a majority of Units of such Series agree in writing to continue the business of such Series and to the appointment, effective as of the date of such event, of one or more general partners associated with such Series; (iii) a decline in the aggregate Net Assets of such Series to less than $500,000 at any time following commencement of trading in such Series; (iv) dissolution of such Series pursuant hereto; or (v) any other event which shall make it unlawful for the existence of such Series to be continued or that requires termination of such Series.

     (c) Dissolution. Upon the occurrence of an event causing the dissolution of the Partnership or termination of a Series, the Partnership shall be dissolved, or such Series shall be terminated, and its affairs wound up. Upon the dissolution of the Partnership, or termination of a Series, the General Partner (or, if the General Partner declines, such other person as the Unitholders may, by majority vote of all outstanding Units, in the case of the dissolution of the Partnership, or majority vote of all outstanding Units of a Series, in the case of termination of such Series, shall select) shall wind up the Partnership’s, or such Series, affairs and, in connection therewith, shall distribute the assets belonging to each Series, in the case of the dissolution of the Partnership, or a Series, in the case of the termination of such Series, in the following manner and order: (i) first to pay or make reasonable provision to pay all claims and obligations, including all contingent, conditional or unmatured claims and obligations, for which the General Partner (or its successor) may create a reserve, known to each Series, or relevant Series, including claims of Unitholders, and all claims and obligations which are known to each Series, or relevant Series, but for which the identity of the claimant is unknown; and (ii) second to distribution in cash of the remaining assets to the Unitholders of each Series in proportion to their capital accounts in each Series, after giving effect to the allocations pursuant to Section 8 hereof as if the date of distribution were the end of a calendar year. The Partnership shall terminate when (i) all assets of all Series shall have been distributed in the manner provided for in this Agreement and (ii) the Certificate of Limited Partnership shall have been canceled in the manner required by the Act.

     (d) Fiscal Year. The fiscal year of the Partnership shall begin on January 1 of each year (other than the first fiscal year of the Partnership) and end on the following December 31.

     (e) Net Asset Value; Net Asset Value per Unit.

     (i) The “Net Assets” of each Series are the assets belonging to such Series less the liabilities incurred by or associated with such Series determined in accordance with accounting principles generally accepted in the United States. The Net Assets if a Sub-Series of any Series are the Series’ assets attributable to such Sub-Series less the Series’ liabilities attributable to such Sub-Series. If a futures, forward or other contract cannot be liquidated on the day with respect to which Net Assets are being determined, the settlement price on the

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first subsequent day on which the contract can be liquidated shall be the basis for determining the liquidating value of such contract for such day, or such other value as the General Partner may deem fair and reasonable. The liquidating value of a commodity futures or option contract not traded on a commodity exchange shall mean its liquidating value as determined by the General Partner on a basis consistently applied for each different variety of contract. The “Net Asset Value per Unit” of a Series, or a Sub-Series thereof, is the Net Assets belonging to such Series, or the Net Assets of such Sub-Series, divided by the number of outstanding Units of such Series, or such Sub-Series, as of the date of determination. The Partnership may issue an unlimited number of Units of each Series, or each Sub-Series thereof, at the Net Asset Value per Unit of such Series or Sub-Series thereof.

     (ii) The Net Asset Value per Unit of a Series or Sub-Series thereof shall be quoted in U.S. dollars and may also be quoted in any other currency or dollar equivalent of any commodity, including, but not limited to, gold, as described in the prospectus included in the most recent effective registration statement relating to the offering of Units (the “Prospectus”).

     6. Net Worth of the General Partner. The General Partner agrees that at all times so long as it remains general partner of the Partnership, it will maintain its net worth at an amount not less than 5% of the total contributions to the Partnership, including each Series, by all Partners and to any other commodity program for which it acts as sponsor; provided, however, that in no event shall the General Partner’s net worth be less than $50,000 nor be required to be more than $1,000,000. The requirements of the preceding sentence may be modified by the General Partner if such modification reflects or exceeds applicable North American Securities Administrators Association Guidelines for the Registration of Commodity Pool Programs (“NASAA Guidelines”).

     7. Capital Contributions; Units. The Partners’ respective capital contributions to the Partnership in respect of a Series shall be as shown on the books and records of the applicable Series. The General Partner, so long as it is general partner associated with a Series, shall contribute to such Series sufficient capital so that the General Partner will have at all times a capital account equal to 1% of the total capital accounts of such Series (including the General Partner’s). The General Partner may withdraw any interest it may have in such Series in excess of such requirement, and may redeem as of any month-end any interest which it may acquire on the same terms as any Limited Partner of such Series, provided that it must maintain the minimum interest in such Series described in the preceding sentence. The requirements of this Section 7 may be modified by the General Partner if such modification reflects or exceeds applicable NASAA Guidelines. The General Partner’s interest in each Series shall be accounted for on a Unit-equivalent basis (but may receive allocations on an aggregate basis so as to simplify accounting with respect to such Series). Any Units acquired by the General Partner or any of its affiliates will be non-voting, and will not be considered “outstanding” for purposes of determining whether the majority approval of the outstanding Units of a Series has been obtained. The General Partner may, without the consent of any Limited Partners, admit to the Partnership purchasers of Units as Limited Partners associated with a Series. All Units subscribed for upon receipt of a check or draft of the Limited Partner are issued subject to the collection of the funds represented by such check or draft. In the event a check or draft of a Limited Partner for Units representing payment for Units is returned unpaid, the Partnership shall cancel the Units issued to such Limited Partner represented by such returned check or draft. Any losses or profits sustained by a Series in connection with such Series’ trading activities allocable to such cancelled Units shall be deemed an increase or decrease in Net Assets of such Series and allocated among the remaining Limited Partners associated with such Series as described in Section 8. Each subscriber for Units agrees to reimburse the relevant Series for any expense or loss (including any trading loss) incurred in connection with the issuance and cancellation of any Units issued to him or her.

     8. Allocation of Profits and Losses.

     (a) Capital Accounts and Allocations. A capital account will be established for each Unit and the General Partner. The initial balance of each capital account will be the amount contributed to a Series in respect of a Unit or by the General Partner. As of the close of business (as determined by the General Partner) on the last day of each calendar month (“Determination Date”), the following determinations and allocations will be made with respect to each Series:

     (i) Net assets belonging to the Series shall be determined without regard to management or incentive fees or selling commissions.

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     (ii) Any increase or decrease in the net assets (as determined pursuant to Paragraph (i) above), as compared to the last such determination, shall then be credited or charged in equal amounts to the capital account of each Unit and to the capital account of the General Partner (on a Unit-equivalent basis).

     (iii) The monthly management fee and selling commissions shall then be charged against the Units, as applicable on a Sub-Series by Sub-Series basis, reducing the net asset value of each Unit within a Sub-Series equally.

     (iv) The monthly Performance Fee (as defined below), if any, shall then be determined, on a Sub-Series by Sub-Series basis, and charged against the Units reducing the net asset value of each Unit within a Sub-Series equally.

     (v) The amount of any distributions made in respect of a Unit as of the end of such month and any amount paid upon partial redemption of Units or upon withdrawal of the General Partner’s interest as of the end of such month shall be charged against the capital account of such Unit or of the General Partner. The capital account of each Unit fully redeemed shall be eliminated.

     (b) Allocation of Profit and Loss for Federal Income Tax Purposes. As of the end of each fiscal year, the Partnership’s income and expense and capital gain or loss attributable to a Series will be allocated among the Units of such Series and the General Partner (as with respect to such Series) under the following subparagraphs for federal income tax purposes. Allocations will be pro rata from short-term capital gain or loss and long-term capital gain or loss attributable to such Series. For purposes of this Section 8(b) capital gain and capital loss shall be allocated separately and not netted.

     (i) Items of ordinary income and expense (other than the Management Fee and Performance Fee) will be allocated, as applicable, pro rata as between the Units within each Sub-Series outstanding as of the end of each month (including Units then being redeemed) and the account of the General Partner (and then equally as among the Units).

     (ii) Ordinary deductions attributable to the Management Fees and Performance Fees paid to the General Partner shall be allocated to each Unitholder in the same manner as such Management and Performance Fees are allocated for financial purposes pursuant to Section
8(a).

     (iii) Capital gain or loss will be allocated as follows:

     (A) There shall be established a tax account with respect to each outstanding Unit and with respect to the General Partner. The initial balance of each tax account shall be the net amount paid to the Partnership for each Unit of such Series and the amount contributed to the Series by the General Partner. As of the end of each fiscal year:

     (1) Each tax account for the Units and the General Partner will be increased by the amount of income or gain allocated to the holder of the Unit under subparagraph (b)(i) above and subparagraph (b)(iii)(C) below.

     (2) Each tax account for the Units shall be decreased by the amount of expense or loss allocated to each Unit pursuant to subparagraphs (b)(i), (b)(ii) and (b)(iii)(E) and by the amount of any distributions paid out with respect to such Units other than upon redemption.

     (3) When a Unit is redeemed, the tax account attributable to such Unit (determined after making all allocations described in this Section 8(b)) will be eliminated.

     (B) Each Unitholder who redeems a Unit during a fiscal year (including Units redeemed as of the end of the last day of such fiscal year) shall be allocated capital gain, if any, up to the amount of the excess, if any, of the amount received in respect of the Units so redeemed over the sum of the tax accounts (determined after making the allocation described in subparagraphs (b)(i) and (b)(ii), but prior to making the allocations described in this subparagraph (b)(iii)(B)) allocable to such Units (an “Excess”). In the event that the aggregate amount of capital

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gain available to be allocated pursuant to this subparagraph (b)(iii)(B) is less than the aggregate amount of capital gain required to be so allocated, the aggregate amount of available capital gain shall be allocated among all such Unitholders in the ratio which each such Unitholder’s Excess bears to the aggregate Excess of all such Unitholders.

     (C) Capital gain remaining after the allocation described in subparagraph (b)(iii)(B) shall be allocated among all Unitholders who hold Units outstanding as of the end of the applicable fiscal year (other than Units redeemed as of the end of the last day of such fiscal year) whose capital accounts with respect to such Units are in excess of the related tax accounts (determined after making the allocations described in subparagraph (b)(i) and (b)(ii)) allocable to such Units, in the ratio that each such Unitholder’s excess bears to the aggregate excess of all such Unitholders. Capital gain remaining after the allocation described in the preceding sentence shall be allocated among all Unitholders described in said sentence in proportion to their holdings of such Units.

     (D) Each Unitholder who redeems a Unit during a fiscal year (including Units redeemed as of the end of the last day of such fiscal year) shall be allocated capital loss, if any, up to the amount of the sum of the excess of the tax accounts (determined after making the allocations described in subparagraphs (b)(i) and (b)(ii), but prior to making the allocations described in this subparagraph (b)(iii)(D)) allocable to the Units so redeemed over the amount received in respect of such Units (a “Negative Excess”). In the event that the aggregate amount of available capital loss required to be allocated pursuant to this subparagraph (b)(iii)(D) is less than the aggregate amount required to be so allocated, the aggregate amount of available capital loss shall be allocated among all such Unitholders in the ratio that each such Unitholder’s Negative Excess bears to the aggregate Negative Excess of all such Unitholders.

     (E) Capital loss remaining after the allocation described in subparagraph (b)(iii)(D) shall be allocated among all Unitholders who hold Units outstanding as of the end of the applicable fiscal year (other than Units redeemed as of the end of the last day of such fiscal year) whose tax accounts with respect to such Units are in excess of their capital accounts (determined after making the allocations described in subparagraphs (b)(i) and (b)(ii) with respect to such Units, in the ratio that each such Unitholder’s Negative Excess bears to the aggregate Negative Excess of all such Unitholders. Capital loss remaining after the allocation described in the preceding sentence shall be allocated among all Unitholders described in such sentence in proportion to their holdings of such Units.

     (iv) The tax allocations prescribed by this Section 8(b) will be made to each holder of a Unit whether or not the holder is a substituted Limited Partner. If a Unit has been transferred or assigned, the allocations prescribed by this Section 8(b) will be made with respect to such Unit without regard to the transfer or assignment, except that in the year of transfer or assignment the allocations prescribed by this Section 8(b) will be divided between the transferor or assignor and the transferee or assignee based on the number of months each held the transferred or assigned Unit.

     (v) For purposes of this Section 8(b), the General Partner’s interest in the Partnership (with respect to each Series) shall be treated as if it were a single Unit.

     (v) The allocation of profit and loss for federal income tax purposes set forth herein allocates taxable profit and loss among the Unitholders in the ratio and to the extent that financial profit and loss are allocated to such Unitholders and so as to eliminate, to the maximum practicable extent, any disparity between a Unit’s capital account and its tax account, consistent with principles set forth in Section 704 of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation a “Qualified Income Offset.”

     (vi) For purposes of this Section 8(b), “capital gain” or “capital loss” shall mean gain or loss characterized as gain or loss from the sale or exchange of a capital asset, by the Code, including, but not limited to, gain or loss required to be taken into account pursuant to Section 1256 thereof.

     (vii) The allocations of profit and loss to the Unitholders in respect of their Units shall not exceed the allocations permitted under Subchapter K of the Code, as determined by the General Partner, whose determination shall be binding.

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     (c) Performance Fees. Performance Fees shall be payable to the General Partner by the Partnership in respect of each Series as of the end of each month. The Performance Fee shall equal a percentage, in respect of each Series as specified in the Prospectus, of New Appreciation (if any) calculated as of the end of each month. “New Appreciation” shall be the total increase, if any, in Net Asset Value of a Series, or a Sub-Series thereof — excluding that portion of any such increase allocable to the General Partner’s capital account — from the end of the last period for which a Performance Fee was earned (the “High Water Mark”). For purposes of determining New Appreciation, the total increase, if any, in Net Asset Value of a Series, or Sub-Series thereof, above the High Water Mark shall be determined without regard to (i) increases in Net Asset Value due to capital contributions (inclusive of subscription proceeds) or interest income, (ii) decreases in Net Asset Value due to redemptions, withdrawals, distributions, or the Performance Fee itself, or (iii) changes, positive or negative, in the value of a Series’ Passive Gold Position. If Units are redeemed when there is a loss carryforward for Incentive Fee calculation purposes (that is, the current level of cumulative New Appreciation is below the High Water Mark), such loss carryforward shall be reduced in proportion to the proportion of the total outstanding Units redeemed.

     (d) Expenses.

     (1) The General Partner or an Affiliate shall pay, without reimbursement by the Partnership, the organizational and initial offering costs (excluding selling commissions) incurred in connection with the formation of the Partnership and the initial offering of the Units.

     (2) Each Series shall be obligated to pay all liabilities incurred by such Series, including without limitation, (i) brokerage fees; (ii) operating and ongoing offering expenses (whether direct or indirect) in an amount not to exceed 1/12 of 0.75% of such Series’ month-end Net Asset Value (0.75% per annum), management fees equal to 1/12 of 2.25% of such Series’ month-end Net Asset Value (2.25% per annum), and performance fees; (iii) subject to a maximum cumulative selling commission of 10% of the initial public offering price of a Unit, monthly selling commissions of 1/12 of 4% (4% per annum), provided, however, that Units of each Series attributable to Limited Partners whose investments in the Partnership are made through and participate in a selling agent’s asset-based fee or fixed fee investment program or were recommended by registered investment advisers with whom such persons maintain asset-based fee or fixed fee investment advisory relationships, and are sold by Superfund Asset Management, Inc. or an affiliated broker, shall not be subject to the selling commission (such Units being designated as Series 2 Units within each Series to which selling commission expenses will not be allocated); (iv) legal and accounting fees; and (v) taxes and other extraordinary expenses incurred by such Series. During any year of operations, the General Partner shall be responsible for payment of operating expenses of a Series in excess of 0.75% of such Series’ month-end Net Asset Value during that year. Units against which the maximum permissible cumulative selling commissions have been charged shall be redesignated, and their Net Asset Value shall be recalculated in terms of, Units of a Sub-Series against which no selling commissions are charged and no further selling commissions shall be charged against such Units. Expenses of the General Partner, direct or indirect, such as salaries, rent and other overhead expenses, shall not be liabilities of a Series. Each Series shall receive all interest earned on its assets.

     (3) Each Series shall also be obligated to pay any costs of indemnification payable by such Series to the extent permitted under Section 17 of this Agreement.

     (e) Limited Liability of Limited Partners. Each Unit, when purchased in accordance with this Agreement, shall, except as otherwise provided by law, be fully paid and nonassessable. Any provisions of this Agreement to the contrary notwithstanding, except as otherwise provided by law, no Limited Partner associated with a Series shall be liable for such Series’ or Partnership obligations in excess of the capital contributed by such Limited Partner in respect of such Series, plus his share of undistributed profits and assets of such Series.

     (f) Return of Capital Contributions. No Limited Partner or subsequent assignee shall have any right to demand the return of his capital contribution or any profits added thereto, except through redeeming Units or upon termination of the Series with which such Limited Partner is associated, in each case as provided herein and in accordance with the Act. In no event shall a Limited Partner or subsequent assignee be entitled to demand or receive property other than cash.

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     9. Management of the Partnership and each Series. The General Partner, to the exclusion of all Limited Partners, shall have the power to control, conduct and manage the business of the Partnership, including each Series. The General Partner shall have full power and authority to do any and all acts and to make and execute any and all contracts and instruments that it may consider necessary or appropriate in connection with the management of the Partnership. The General Partner shall have sole discretion in determining what distributions of profits and income, if any, shall be made to the Limited Partners associated with any Series (subject to the allocation provisions hereof), shall execute various documents on behalf of each Series and the Limited Partners pursuant to powers of attorney and supervise the liquidation of each Series if an event causing termination of such Series occurs. The General Partner may engage, and compensate on behalf of a Series from assets associated with such Series, or agree to share profits and losses with, such persons, firms or corporations, including (except as described in Section 8(d) of this Agreement) the General Partner and any affiliated person or entity, as the General Partner in its sole judgment shall deem advisable for the conduct and operation of the business of the Partnership and the Series, provided, that no such arrangement shall allow brokerage commissions paid by a Series in excess of the amount described in the Prospectus or as permitted under applicable NASAA Guidelines in effect as of the date of the Prospectus, whichever is higher (the “Cap Amount”). The General Partner shall reimburse each Series, on an annual basis, to the extent that such Series’ brokerage commissions paid to the General Partner exceed the Cap Amount. The General Partner is hereby specifically authorized to enter into, on behalf of each Series, the initial subscription escrow agreements, any introducing broker agreement, and the Selling Agreement as described in the Prospectus. In addition to any specific contract or agreements described herein, the General Partner on behalf of the Partnership and each Series may enter into any other contracts or agreements specifically described in or contemplated by the Prospectus without any further act, approval or vote of the Limited Partners notwithstanding any other provisions of this Agreement, the Act or any applicable law, rule or regulations. The General Partner shall be under a fiduciary duty to conduct the affairs of the Partnership and each Series in the best interests of the Partnership and such Series. The Limited Partners associated with a Series will under no circumstances be deemed to have contracted away the fiduciary obligations owed them by the General Partner. The General Partner’s fiduciary duty includes, among other things, the safekeeping of all funds and assets associated with the Series and the use thereof for the benefit of each such Series. The General Partner shall at all times act with integrity and good faith and exercise due diligence in all activities relating to the conduct of the business of the Partnership and the Series and in resolving conflicts of interest. The Series’ brokerage arrangements shall be non-exclusive, and the brokerage commissions paid by the Series shall be competitive. The General Partner shall seek the best price and services available for commodity transactions. The General Partner is hereby authorized to perform all other duties imposed by Sections 6221 through 6234 of the Code on the General Partner as the “tax matters partner” of the Partnership (including each Series).

     The Partnership and the Series shall make no loans to any party, and the assets associated with each Series will not be commingled with the assets of any other person or entity or other Series (deposit of funds with a bank, a clearing broker, clearinghouse or forward dealer, or entering into joint ventures or partnerships shall not be deemed to constitute “commingling” for these purposes). No person or entity may receive, directly or indirectly, any advisory, management or performance fees, or any profit-sharing allocation from joint ventures, partnerships or similar arrangements in which a Series participates, for investment advice or management, who shares or participates in any clearing brokerage commissions; no broker may pay, directly or indirectly, rebates or give-ups to any trading advisor or manager or to the General Partner or any of their respective affiliates in respect of sales of Units; and such prohibitions may not be circumvented by any reciprocal business arrangements. The foregoing prohibition shall not prevent the Partnership or the Series from executing transactions with any futures commission merchant, broker or dealer or from employing and compensating any affiliate of the General Partner in the capacities, and to the extent, disclosed in the Prospectus. The maximum period covered by any contract entered into on behalf of a Series with the General Partner or any affiliate, except for the various provisions of the Selling Agreement which survive each closing of the sale of the Units, shall not exceed one year. Any material change in the Partnership’s basic investment policies or structure shall require the approval of Limited Partners of each Series owning Units representing more than fifty percent (50%) of all Units of each Series then owned by the Limited Partners. Any agreements between a Series and the General Partner or any affiliate of the General Partner [(as well as any agreements between the General Partner or any affiliate of the General Partner and any Advisor)] shall be terminable without penalty by such Series upon no more than 60 days’ written notice. All sales of Units in the United States will be conducted by registered brokers. Each Series is prohibited from employing the trading technique commonly known as “pyramiding” as such term is defined in Section I.B. of the NASAA Guidelines. The General Partner [or an Advisor] may take into account each Series’ open trade equity on existing positions in determining generally whether to acquire additional commodity positions on behalf of each Series and will not be

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considered to be engaging in “pyramiding.” The General Partner may take such other actions on behalf of the Partnership and the Series as the General Partner deems necessary or desirable to manage the business of the Partnership and the Series. The General Partner is engaged, and may in the future engage, in other business activities and shall not be required to refrain from any other activity nor forego any profits from any such activity, whether or not in competition with the Partnership and the Series. Limited Partners may similarly engage in any such other business activities. The General Partner shall devote to the Partnership and the Series such time as the General Partner may deem advisable to conduct the business and affairs of the Partnership and the Series.

     10. Audits and Reports to Limited Partners. The Partnership’s books (including with respect to each Series) shall be audited annually by an independent certified public accountant. The General Partner will use reasonable efforts to cause each Limited Partner to receive (i) within 90 days after the close of each fiscal year certified financial statements of the Partnership for the fiscal year then ended, (ii) within 90 days of the end of each fiscal year (but in no event later than March 15 of each year) such tax information as is necessary for a Limited Partner to complete his federal income tax return, (iii) any applicable Form 1099 or other documentation evidencing payment of interest income to each Limited Partner, and (iv) such other annual and monthly information as the CFTC may by regulation require. The General Partner shall notify the Limited Partners associated with a Series within seven business days of any material change in the compensation of any party relating to such Series. Limited Partners or their duly authorized representatives may inspect the Partnership’s books and records related to the Series in which such Limited Partner holds Units during normal business hours upon reasonable written notice to the General Partner and obtain copies of such records (including by post upon payment of reasonable mailing costs), upon payment of reasonable reproduction costs and certification to the General Partner that the inspection and/or copying of such records shall be solely for purposes reasonably related to such Limited Partner’s interest as a beneficial owner of Units and not for any commercial purpose. The General Partner shall have the right to keep confidential from Limited Partners, for such period of time as the General Partner deems reasonable, any information that the General Partner reasonably believes is required by law or by agreement with a third party to be kept confidential, provided that such information may not be kept confidential if it involved a transaction between a Series and an affiliate of the General Partner. The General Partner shall calculate the approximate Net Asset Value per Unit of each Series on a daily basis, both in U.S. dollars and in ounces of gold, and furnish such information upon request to any Limited Partner. The General Partner shall maintain and preserve all Partnership records for a period of not less than six years. The General Partner shall, with the assistance of the Partnership’s clearing brokers, make an annual review of the clearing brokerage arrangements applicable to the Series. In connection with such review, the General Partner shall ascertain, to the extent practicable, the clearing brokerage rates charged to other major commodity pools whose trading and operations are, in the opinion of the General Partner, comparable to those of the Series in order to assess whether the rates charged the Series are competitive in light of the services received. If, as a result of such review, the General Partner determines that such rates are not competitive in light of the services provided the Series, the General Partner will notify the Limited Partners, setting forth the rates charged the Series and several funds which are, in the General Partner’s opinion, comparable to the Partnership.

     11. Assignability of Units. Each Limited Partner expressly agrees that he will not voluntarily assign, transfer or dispose of, by gift or otherwise, any of his Units or any part or all of his right, title and interest in the capital or profits of a Unit in violation of any applicable federal or state securities laws or without giving written notice to the General Partner at least 30 days prior to the date of such assignment, transfer or disposition. No assignment, transfer or disposition by an assignee of Units of any Series or of any part of his right, title and interest in the capital or profits of such Units shall be effective until the General Partner receives the written notice of the assignment; the General Partner shall not be required to give any assignee any rights hereunder prior to receipt of such notice. The General Partner may, in its sole discretion, waive any such notice. No such assignee, except with the consent of the General Partner, which consent may be withheld only to prevent or minimize potential adverse legal or tax consequences to the Partnership, may become a substituted Limited Partner, nor will the estate or any beneficiary of a deceased Limited Partner or assignee have any right to redeem Units except by redemption as provided in Section 12 hereof. Each Limited Partner agrees that with the consent of the General Partner any assignee may become a substituted Limited Partner without need of the further act or approval of any Limited Partner. If the General Partner withholds consent, an assignee shall not become a substituted Limited Partner, and shall not have any of the rights of a Limited Partner, except that the assignee shall be entitled to receive that share of capital and profits and shall have that right of redemption to which his assignor would otherwise have been entitled. No assignment, transfer or disposition of Units shall be effective until the first day of the month succeeding the month in which the General Partner consents to such assignment, transfer or disposition. No Units may be transferred (except for a transfer in

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full) where, after the transfer, either the transferee or the transferor would hold less than the number of Units equivalent to an initial minimum purchase, except for transfers by gift, inheritance, intrafamily transfers, family dissolutions, and transfers to Affiliates.

     12. Redemptions. A Limited Partner, or any assignee of Units of whom the General Partner has received written notice as described above, may redeem all or, subject to the provisions of this Section 12, a portion of his Units of a Series in an amount not less than $1,000.00 (such redemption being herein referred to as a “redemption”) effective as of the close of business (as determined by the General Partner) on the last day of any month; provided that: (i) all liabilities, contingent or otherwise, associated with such Series, except any liability to Limited Partners in such Series on account of their capital contributions, have been paid or there remains property associated with such Series sufficient to pay them; (ii) the General Partner shall have timely received a request for redemption, as provided in the following paragraph, and (iii) with respect to a partial redemption, such Limited Partner shall continue to hold Units of such Series at the time of, but after giving effect to the requested redemption, with a net asset value equal to not less than the minimum initial investment amount of $5,000.

     Requests for redemption must be received by the General Partner at least ten calendar days, or such lesser period as shall be acceptable to the General Partner, in advance of the requested effective date of redemption. The General Partner may declare additional redemption dates upon notice to the Limited Partners of a Series as well as to those assignees of whom the General Partner has received notice as described above.

     Requests for redemption accepted by the General Partner are payable at the applicable month-end Net Asset Value per Unit of the Series, or Sub-Series thereof, being redeemed. The General Partner is authorized to liquidate positions to the extent it deems necessary or appropriate to honor any such redemption requests.

     If at the close of business (as determined by the General Partner) on any day, the Net Asset Value per Unit of a Series, or Sub-Series thereof, has decreased to less than 50% of the Net Asset Value per Unit of such Series, or Sub-Series thereof, as of the most recent month-end, after adding back all distributions, the General Partner shall notify Limited Partners within such Series within seven business days thereafter and shall liquidate all open positions with respect to such Series as expeditiously as possible and suspend trading. Within ten business days after the date of suspension of trading, the General Partner (and any other general partners of such Series) shall declare a date (a “Special Redemption Date”) with respect to such Series. Such Special Redemption Date shall be a business day within 30 business days from the date of suspension of trading by such Series, and the General Partner shall mail notice of such date to each Limited Partner of such Series and assignee of Units within such Series of whom it has received written notice, by first-class mail, postage prepaid, not later than ten business days prior to such Special Redemption Date, together with instructions as to the procedure such Limited Partner or assignee must follow to have his interest in such Series redeemed on such date (only entire, not partial, interests may be so redeemed unless otherwise determined by the General Partner). Upon redemption pursuant to a Special Redemption Date, a Limited Partner or any other assignee of whom the General Partner has received written notice as described above, shall receive from the applicable Series an amount equal to the Net Asset Value of his interest in such Series, determined as of the close of business (as determined by the General Partner) on such Special Redemption Date. As in the case of a regular redemption, an assignee shall not be entitled to redemption until the General Partner has received written notice (as described above) of the assignment, transfer or disposition under which the assignee claims an interest in the Units to be redeemed. If, after such Special Redemption Date, the Net Assets of such Series are at least $500,000 and the lowest Net Asset Value of a Unit within such Series is in excess of $250, such Series may, in the discretion of the General Partner, resume trading. The General Partner may at any time and in its discretion declare a Special Redemption Date, should the General Partner determine that it is in the best interests of a Series to do so. The General Partner in its notice of a Special Redemption Date may, in its discretion, establish the conditions, if any, under which other Special Redemption Dates must be called, which conditions may be determined in the sole discretion of the General Partner, irrespective of the provisions of this paragraph. The General Partner may also, in its discretion, declare additional regular redemption dates for Units within a Series.

     Except as otherwise set forth above, redemption payments will be made within 20 business days after the month-end of redemption, except that under special circumstances, including, but not limited to, inability to liquidate dealers’ positions as of a redemption date or default or delay in payments due a Series from clearing brokers, banks or other persons or entities, such Series may in turn suspend redemptions, in full or in part, until such inability, default or delay is remedied or delay payment to Limited Partners or assignees requesting redemption of their Units

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of the proportionate part of the Net Asset Value of such Units within such Series equal to that proportionate part of such Series’ aggregate Net Asset Value represented by the sums which are the subject of such default or delay. The General Partner shall cause redemption payments to be sent to the last known addresses of the Limited Partner requesting redemption; provided, however, that such Limited Partners shall cease to be Limited Partners upon payment of the redemption amounts and such Limited Partners shall have no claim against the assets of a Series in which they were Limited Partners except for such redemption payments.

     The General Partner may require a Limited Partner to redeem all or a portion of such Limited Partner’s Units within a Series if the General Partner considers doing so to be desirable for the protection of such Series, and will use reasonable efforts to do so to the extent necessary to prevent each Series from being deemed to hold “plan assets” under the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or the Code, with respect to any “employee benefit plan” subject to ERISA or with respect to any plan or account subject to Section 4975 of the Code.

     13. Offering of Units. The General Partner on behalf of each Series shall (i) cause to be filed a Registration Statement or Registration Statements, and such amendments thereto as the General Partner deems advisable, with the Securities and Exchange Commission for the registration and ongoing public offering of the Units, (ii) use reasonable efforts to qualify and to keep qualified Units for sale under the securities laws of such States of the United States or other jurisdictions as the General Partner shall deem advisable and (iii) take such action with respect to the matters described in (i) and (ii) as the General Partner shall deem advisable or necessary. The General Partner shall use reasonable efforts not to accept any subscriptions for Units if doing so would cause a Series to hold “plan assets” under ERISA or the Code with respect to any “employee benefit plan” subject to ERISA or with respect to any plan or account subject to Section 4975 of the Code. If such a Limited Partner has its subscription reduced for such reason, such Limited Partner shall be entitled to rescind its subscription in its entirety even though subscriptions are otherwise irrevocable.

     14. Additional Offerings. The General Partner may, in its discretion, make additional public or private offerings of Units, provided that the net proceeds to a Series of any such sales of additional Units of such Series shall in no event be less than the Net Asset Value per Unit within such Series, or the applicable Sub-Series thereof, (as defined in Section 5(e) hereof) at the time of sale (unless the new Unit’s participation in the profits and losses of such Series is appropriately adjusted). No Limited Partner shall have any preemptive, preferential or other rights with respect to the issuance or sale of any additional Units, other than as set forth in the preceding sentence. The Partnership may, without the consent of any Limited Partner, offer different Series or Sub-Series of Units having different economic terms than previously offered Series or Sub-Series of Units as determined by the General Partner; provided that the issuance of such a new Series or Sub-Series of Units shall have no material adverse effect on the holders of outstanding Units; and provided further that the assets attributable to each such Series shall, to the maximum extent permitted by law, be treated as legally separate and distinct pools of assets, and the assets attributable to one such Series be prevented from being used in any respect to satisfy or discharge any debt or obligation of any other such Series.

     15. Special Power of Attorney. Each Limited Partner by his execution of this Agreement does hereby irrevocably constitute and appoint the General Partner and each officer of the General Partner, with power of substitution, as his true and lawful attorney-in-fact, in his name, place and stead, to execute, acknowledge, swear to (and deliver as may be appropriate) on his behalf and file and record in the appropriate public offices and publish (as may in the reasonable judgment of the General Partner be required by law): (i) this Agreement, including any amendments and/or restatements hereto duly adopted as provided herein; (ii) certificates in various jurisdictions, and amendments and/or restatements thereto, and of assumed name or of doing business under a fictitious name with respect to each Series or the Partnership; (iii) all conveyances and other instruments which the General Partner deems appropriate to qualify or continue each Series or the Partnership in the State of Delaware and the jurisdictions in which each Series or the Partnership may conduct business, or which may be required to be filed by each Series or the Limited Partners under the laws of any jurisdiction or under any amendments or successor statutes to the Act, to reflect the dissolution or termination of each Series or the Partnership, or each Series or the Partnership being governed by any amendments or successor statutes to the Act or to reorganize or refile each Series or the Partnership in a different jurisdiction; and (iv) to file, prosecute, defend, settle or compromise litigation, claims or arbitrations on behalf of each Series. The Power of Attorney granted herein shall be irrevocable and deemed to be a power coupled with an interest (including, without limitation, the interest of the other Limited Partners in the General Partner being

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able to rely on the General Partner’s authority to act as contemplated by this Section 15) and shall survive and shall not be affected by the subsequent incapacity, disability or death of a Limited Partner.

     16. Withdrawal. The General Partner may withdraw from each Series, without any breach of this Agreement, at any time upon 120 days’ written notice by first class mail, postage prepaid, to each Limited Partner of such Series and assignee of whom the General Partner has notice; provided, that such resignation shall not become effective unless and until a successor general partner is in place. If the General Partner withdraws as general partner with respect to a Series and such Series’ business is continued, the withdrawing General Partner shall pay all expenses incurred directly as a result of its withdrawal. In the event of the General Partner’s removal or withdrawal, with respect to a Series, the General Partner shall be entitled to a redemption of its interest in such Series at its Net Asset Value with respect to such Series on the next closing date following the date of removal or withdrawal. The General Partner may not assign its interest in the Partnership or its obligation to direct the trading of each Series’ assets without the consent of each Limited Partner of the effected Series. The death, incompetency, withdrawal, insolvency or dissolution of a Limited Partner or any other event that causes a Limited Partner to cease to be a Limited Partner (within the meaning of the Act) in a Series shall not terminate or dissolve such Series, and a Limited Partner, his estate, custodian or personal representative shall have no right to redeem or value such Limited Partner’s interest in such Series except as provided in Section 12 hereof. Each Limited Partner within a Series agrees that in the event of his death, he waives on behalf of himself and his estate, and directs the legal representatives of his estate and any person interested therein to waive, the furnishing of any inventory, accounting or appraisal of the assets of such Series or the Partnership and any right to an audit or examination of the books of such Series or the Partnership. Nothing in this Section 16 shall, however, waive any right given elsewhere in this Agreement for a Limited Partner to be informed of the Net Asset Value of his Units (valued in U.S. dollars and in ounces of gold), to receive periodic reports, audited financial statements and other information from the General Partner or to redeem or transfer Units.

     17. Standard of Liability; Indemnification.

     (a) Standard of Liability for the General Partner. The General Partner and its Affiliates, as defined below, shall have no liability to any Series or to any Limited Partner of such Series for any loss suffered by such Series or such Limited Partner which arises out of any action or inaction of the General Partner or its Affiliates if the General Partner, in good faith, determined that such course of conduct was in the best interests of such Series and such course of conduct did not constitute negligence or misconduct of the General Partner or its Affiliates.

     (b) Indemnification of the General Partner by each Series. To the fullest extent permitted by law, subject to this Section 17, the General Partner and its Affiliates (as defined below) shall be indemnified by each Series against any losses, judgments, liabilities, expenses and amounts paid in settlement of any claims sustained by them in connection with such Series; provided that such claims were not the result of negligence or misconduct on the part of the General Partner or its Affiliates, and the General Partner, in good faith, determined that such conduct was in the best interests of such Series; and provided further that Affiliates of the General Partner shall be entitled to indemnification only for losses incurred by such Affiliates in performing the duties of the General Partner with respect to such Series and acting wholly within the scope of the authority of the General Partner. Notwithstanding anything to the contrary contained in the preceding two paragraphs, the General Partner and its Affiliates and any persons acting as selling agents for the Units shall not be indemnified for any losses, liabilities or expenses arising from or out of an alleged violation of federal or state securities laws unless (1) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee and the court approves indemnification of the litigation costs, or (2) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee and the court approves indemnification of the litigation costs, or (3) a court of competent jurisdiction approves a settlement of the claims against a particular indemnitee and finds that indemnification of the settlement and related costs should be made. In any claim for indemnification for federal or state securities law violations, the party seeking indemnification shall place before the court the position of the Securities and Exchange Commission, the California Department of Corporations, the Massachusetts Securities Division, the Missouri Securities Division, the Pennsylvania Securities Commission, the Tennessee Securities Division, the Texas Securities Board and any other state or applicable regulatory authority with respect to the issue of indemnification for securities law violations. Each Series shall not bear the cost of that portion of any insurance which insures any party against any liability the indemnification of which is herein prohibited. For the purposes of this Section 17, the term “Affiliates” shall mean any person acting on behalf of or performing services on behalf of any Series who: (1) directly or indirectly controls, is controlled by, or

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is under common control with the General Partner; or (2) owns or controls 10% or more of the outstanding voting securities of the General Partner; or (3) is an officer or director of the General Partner; or (4) if the General Partner is an officer, director, partner or trustee, is any entity for which the General Partner acts in any such capacity. Advances from a Series’ Estate to the General Partner and its Affiliates for legal expenses and other costs incurred as a result of any legal action initiated against the General Partner by a Limited Partner are prohibited. Advances from any Series’ Estate to the General Partner and its Affiliates for legal expenses and other costs incurred as a result of a legal action will be made only if the following three conditions are satisfied: (1) the legal action relates to the performance of duties or services by the General Partner or its Affiliates on behalf of such Series; (2) the legal action is initiated by a third party who is not a Limited Partner; and (3) the General Partner or its Affiliates undertake to repay the advanced funds, with interest from the date of such advance, to such Series in cases in which they would not be entitled to indemnification under the standard of liability set forth in Section 17(a). In no event shall any indemnity or exculpation provided for herein be more favorable to the General Partner or any Affiliate than that contemplated by the NASAA Guidelines as currently in effect. In no event shall any indemnification permitted by this subsection (b) of Section 17 be made by a Series unless all provisions of this Section for the payment of indemnification have been complied with in all respects. Any indemnification payable by a Series hereunder shall be made only as provided in the specific case. In no event shall any indemnification obligations of a Series under this subsection (b) of this Section 17 subject a Limited Partner to any liability in excess of that contemplated by subsection (e) of Section 8 hereof.

     (c) Indemnification of each Series by the Limited Partners. In the event a Series is made a party to any claim, dispute or litigation or otherwise incurs any loss or expense as a result of or in connection with any of such Series’ Limited Partners’ activities, obligations or liabilities unrelated to such Series’ business, such Limited Partner shall indemnify and reimburse such Series for all loss and expense incurred, including reasonable attorneys’ fees.

     18. Amendments; Meetings.

     (a) Amendments with Consent of the General Partner. The General Partner may amend this Agreement with the approval of more than fifty percent (50%) of the Units then owned by Limited Partners of each Series. No meeting procedure or specified notice period is required in the case of amendments made with the consent of the General Partner, mere receipt of an adequate number of unrevoked written consents from Limited Partners of each Series being sufficient. The General Partner may amend this Agreement without the consent of the Limited Partners of each Series in order (i) to clarify any clerical inaccuracy or ambiguity or reconcile any inconsistency (including any inconsistency between this Agreement and the Prospectus), (ii) to effect the intent of the tax allocations proposed herein to the maximum extent possible in the event of a change in the Code or the interpretations thereof affecting such allocations, (iii) to attempt to ensure that either Series is not treated as an association taxable as a corporation for federal income tax purposes, (iv) to qualify or maintain the qualification of the Partnership as a limited partnership in any jurisdiction, (v) to delete or add any provision of or to this Agreement required to be deleted or added by the Staff of the Securities and Exchange Commission or any other federal agency or any state “Blue Sky” official or similar official or in order to opt to be governed by any amendment or successor statute to the Act, (vi) to make any amendment to this Agreement which the General Partner deems advisable, including amendments that reflect the offering and issuance of additional Units, whether or not issued through a Series, provided that such amendment is for the benefit of or not adverse to the Limited Partners of any Series, or that is required by law, and (vii) to make any amendment that is appropriate or necessary, in the opinion of the general partner, to prevent each Series or the General Partner or its directors, officers or controlling persons from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, or to prevent the assets of either Series from being considered for any purpose of ERISA or Section 4975 of the Code to constitute assets of any “employee benefit plan” as defined in and subject to ERISA or of any “plan” subject to Section 4975 of the Code.

     (b) Amendments and Actions without Consent of the General Partner. In any vote called by the General Partner or pursuant to section (c) of this Section 18, upon the affirmative vote (which may be in person or by proxy) of more than fifty percent (50%) of the Units then owned by Limited Partners of each Series, the following actions may be taken, irrespective of whether the General Partner concurs: (i) this Agreement may be amended, provided, however, that approval of all Limited Partners of each Series shall be required in the case of amendments changing or altering this Section 18, or materially changing each Series’ basic investment policies or structure; in addition, reduction of the capital account of any Limited Partner or assignee or modification of the percentage of profits, losses or distributions to which a Limited Partner or an assignee is entitled hereunder shall not be effected by any amendment

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or supplement to this Agreement without such Limited Partner’s or assignee’s written consent; (ii) each Series or the Partnership may be dissolved; (iii) the General Partner may be removed and replaced; (iv) a new general partner or general partners may be elected if the General Partner withdraws from each Series; (v) the sale of all or substantially all of the assets of each Series may be approved; and (vi) any contract with the General Partner or any affiliate thereof may be disapproved of and, as a result, terminated upon 60 days’ notice.

     (c) Meetings; Other Voting Matters. A Limited Partner in either Series upon request addressed to the General Partner shall be entitled to obtain from the General Partner, upon payment in advance of reasonable reproduction and mailing costs, a list of the names and addresses of record of all Limited Partners within such Series and the number of Units held by each (which shall be mailed by the General Partner to the Limited Partner within ten days of the receipt of the request); provided, that the General Partner may require any Limited Partner requesting such information to submit written confirmation that such information will not be used for commercial purposes and will only be used for a legitimate purpose related to such person being a Limited Partner. Upon receipt of a written proposal, signed by Limited Partners owning Units representing at least 10% of the Units then owned by Limited Partners, that a meeting of such Series be called to vote upon any matter upon which the Limited Partners may vote pursuant to this Agreement, the General Partner shall, by written notice to each Limited Partner within that Series of record sent by certified mail within 15 days after such receipt, call a meeting of such Series or the Partnership. Such meeting shall be held at least 30 but not more than 60 days after the mailing of such notice, and such notice shall specify the date of, a reasonable place and time for, and the purpose of such meeting. The General Partner may not restrict the voting rights of Limited Partners as set forth herein. In the event that the General Partner or the Limited Partners vote to amend this Agreement with respect to such Series in any material respect, the amendment will not become effective prior to all Limited Partners in such Series having an opportunity to redeem their Units.

     19. Miscellaneous.

     (a) Notices. All notices under this Agreement shall be in writing and shall be effective upon personal delivery, or if sent by first class mail, postage prepaid, addressed to the last known address of the party to whom such notice is to be given, upon the deposit of such notice in the United States mail.

     (b) Binding Effect. This Agreement shall inure to and be binding upon all of the parties, all parties indemnified under Section 17 hereof, and their respective successors and assigns, custodians, estates, heirs and personal representatives. For purposes of determining the rights of any Limited Partner or assignee hereunder, each Series and the Partnership, the General Partner may rely upon each Series’ records as to who are Limited Partners and assignees of such Series, and all Limited Partners and assignees agree that their rights shall be determined and they shall be bound thereby.

     (c) Captions. Captions in no way define, limit, extend or describe the scope of this Agreement nor the effect of any of its provisions. Any reference to “persons” in this Agreement shall also be deemed to include entities, unless the context otherwise requires.

     (d). Governing Law. The validity and construction of this Agreement shall be determined and governed by the laws of the State of Delaware, specifically including the Act, without regard to principals of conflicts of law; provided, however, that the foregoing choice of law shall not restrict the application of any state’s securities laws to the sale of Units to its residents or within such state.

     20. Benefit Plan Investors. Each Limited Partner that is an “employee benefit plan” as defined in and subject to ERISA, or a “plan” as defined in Section 4975 of the Code (each such employee benefit plan and plan, a “Plan”), and each fiduciary thereof who has caused the Plan to become a Limited Partner (a “Plan Fiduciary”), represents and warrants that:

     (a) the Plan Fiduciary has considered an investment in each Series for such Plan in light of the risks relating thereto;

     (b) the Plan Fiduciary has determined that, in view of such considerations, the investment in each Series for such Plan is consistent with the Plan Fiduciary’s responsibilities under ERISA;

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     (c) the investment in a Series by the Plan does not violate and is not otherwise inconsistent with the terms of any legal document constituting the Plan or any trust agreement thereunder;

     (d) the Plan’s investment in a Series has been duly authorized and approved by all necessary parties;

     (e) none of the General Partner, any selling agent, the clearing broker, the escrow agent, any broker or dealer through which each Series trades, any of their respective affiliates or any of their respective agents or employees: (i) has investment discretion with respect to the investment of assets of the Plan used to purchase the Units; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase the Units for a fee and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to the Plan and that such advice will be based on the particular investment needs of the Plan; or (iii) is an employer maintaining or contributing to the Plan; and

     (f) the Plan Fiduciary: (i) is authorized to make, and is responsible for, the decision for the Plan to invest in each Series, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA that Plan investments be diversified so as to the risks of large losses; (ii) is independent of the General Partner, any selling agent, the clearing broker, the escrow agent, any broker or dealer through which each Series trades, and any of their respective affiliates; and (iii) is qualified to make such investment decision.

     IN WITNESS WHEREOF, the undersigned have duly executed this Limited Partnership Agreement as of the day and year first above written.

SUPERFUND CAPITAL MANAGEMENT, INC.
as General Partner
By:
Name:	Nigel James
Title:	President
INITIAL LIMITED PARTNER
Nigel James

     All Limited Partners now and hereafter admitted as Limited Partners associated with a Series, pursuant to powers of attorney now and hereafter executed in favor of, and granted and delivered to, the General Partner.

By:	SUPERFUND CAPITAL MANAGEMENT, INC. as Attorney-in-Fact
By:
	Name: Nigel James
	Title: President

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Superfund Gold, L.P.Request for Redemption USEN287/0408

Please send original to:
Superfund Gold, L.P.
c/o Superfund Asset Management, Inc.
489 Fifth Ave
New York, NY 10017

Limited Partner Mr. Mrs. Ms. Name Limited Partner # Name of Joint Ltd. Partner(s) Social Security # - — Name of Entity (if applicable) Taxpayer ID # - Address Street Series A B City, State, ZIP ,\ (please check the appropriate box) Name of Custodian (if applicable) Custodian Address City, State, ZIP , Bank Name Bank Address City, State, ZIP , ABA Number Account Name Account Number Addition. Information* *Please contact our Fund Administration Department at (212) 750-6300 if you would prefer to have the funds sent to you via Bank Check.

Dear Sir/Madam:

The undersigned hereby requests redemption, as defined in and subject to all the terms and conditions of the Amended and Restated Limited Partnership Agreement (“Partnership Agreement”) of Superfund Gold, L.P. of insert dollar amount to be redeemed; minimum of $1,000.00 if less than all Limited Partnership Units (“Units”) are being redeemed, subject to remaining investment of at least $5,000.00. (IF NO DOLLAR AMOUNT IS ENTERED HERE, IT WILL BE ASSUMED THAT THE LIMITED PARTNER WISHES TO REDEEM ALL UNITS)) of the undersigned’s Units in the series indicated above at the net asset value per Unit, as defined in the Partnership Agreement, as of the close of business at the end of the current month. Redemption shall be effective as of the month-end immediately following receipt by you of this request for redemption, provided that this request for redemption is received ten (10) business days prior to the end of such month. The undersigned hereby represents and warrants that the undersigned is the true, lawful and beneficial owner of the Units to which this request for redemption relates with full power and authority to request redemption of such Units. Such Units are not subject to any pledge or otherwise encumbered in any fashion.

Date	Signature of Limited Partner
Date	Authorized Signatory

By: (Authorized Corporate Officer, Partner, Custodian or Trustee)

4 United States Taxable Limited Partners Only

Under penalty of perjury, the undersigned hereby certifies that the Social Security Number or Taxpayer ID Number indicated on this request for redemption is the undersigned’s true, correct and complete Social Security Number or Taxpayer ID Number, that the undersigned is not subject to backup withholding under the provisions of section 3406(a)(1)(C) of the Internal Revenue Code of 1986 and that the undersigned is a U.S. person.

4Non-United States Limited Partners Only

Under penalty of perjury, the undersigned hereby certifies that (a) the undersigned is not a citizen or resident of the United States or (b) (in the case of an investor which is not an individual) the investor is not a United States corporation, partnership, estate or trust.

4Signature(s) Must Be Identical To Name(s) In Which Units Are Registered

The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Date	Signature of Joint Limited Partner (if any) or Custodian
Title

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EXHIBIT C

SUPERFUND GOLD, LP

SUBSCRIPTION REPRESENTATIONS

     By executing the Subscription Agreement and Power of Attorney for Superfund Gold, L.P. (the “Fund”), each purchaser (“Purchaser”) of units (“Units”) of beneficial interest in each Series (“Series”) irrevocably subscribes for Units at a price equal to the net asset value per Unit of the relevant Sub-Series within a Series as of the end of the month in which the subscription is accepted, provided such subscription is received at least five business days prior to such month-end, as described in the prospectus dated                     , 2008 (the “Prospectus”). The minimum subscription is $5,000 per Series; additional Units may be purchased with a minimum investment of $1,000 for each Series in which the investor has made the minimum investment. Subscriptions must be accompanied by a check in the full amount of the subscription and made payable to “Superfund Gold, L.P. Series (A or B as applicable) ESCROW ACCOUNT” unless the Purchaser’s payment will be made by debiting a brokerage account maintained with Purchaser’s selling agent. Purchaser is also delivering to the selling agent an executed Subscription Agreement and Power of Attorney (Exhibit D to the Prospectus) and any other documents needed (i.e., Trust, Pension, Corporate). If Purchaser’s Subscription Agreement and Power of Attorney is accepted, Purchaser agrees to contribute Purchaser’s subscription to the Series subscribed for and to be bound by the terms of the Amended and Restated Limited Partnership Agreement of the Fund (the “Partnership Agreement”) attached as Exhibit A to the Prospectus. Purchaser agrees to reimburse each Series and Superfund Capital Management, Inc. (“Superfund Capital Management”), as general partner, for any expense or loss incurred as a result of the cancellation of Purchaser’s Units due to a failure of Purchaser to deliver good funds in the amount of the subscription price. By execution of the Subscription Agreement and Power of Attorney, Purchaser shall be deemed to have executed the Partnership Agreement. As an inducement to Superfund Capital Management to accept this subscription, Purchaser (for the Purchaser and, if Purchaser is an entity, on behalf of and with respect to each of purchaser’s shareholders, partners, members or beneficiaries), by executing and delivering Purchaser’s Subscription Agreement and Power of Attorney, represents and warrants to Superfund Capital Management, the clearing brokers, the selling agent who solicited Purchaser’s subscription and each Series, as follows: (a) Purchaser is of legal age to execute the Subscription Agreement and Power of Attorney and is legally competent to do so. (b) Purchaser acknowledges that Purchaser has received a copy of the Prospectus, including the Partnership Agreement. (c) All information that Purchaser has furnished to Superfund Capital Management or that is set forth in the Subscription Agreement and Power of Attorney submitted by Purchaser is correct and complete as of the date of such Subscription Agreement and Power of Attorney, and if there should be any change in such information prior to acceptance of Purchaser’s subscription, purchaser will immediately furnish such revised or corrected information to Superfund Capital Management. (d) Unless (e) or (f) below is applicable, Purchaser’s subscription is made with Purchaser’s funds for Purchaser’s own account and not as trustee, custodian or nominee for another. (e) The subscription, if made as custodian for a minor, is a gift Purchaser has made to such minor and is not made with such minor’s funds or, if not a gift, the representations as to net worth and annual income set forth below apply only to such minor. (f) If Purchaser is an entity, the person signing the Subscription Agreement and Power of Attorney is duly authorized to do so and such entity has full power and authority to purchase such Units and enter into and be bound by the Subscription Agreement and Power of Attorney and become a limited partner of the Fund. (g) Purchaser either is not required to be registered with the Commodity Futures Trading Commission (“CFTC”) or to be a member of the National Futures Association (“NFA”) or if required to be so registered is duly registered with the CFTC and is a member in good standing of the NFA. (h) Purchaser represents and warrants that Purchaser has (i) a net worth of at least $250,000 (exclusive of home, furnishings and automobiles) or (ii) an annual gross income of at least $70,000 and a net worth (similarly calculated) of at least $70,000. Residents of the following states must meet the requirements set forth below (net worth in all cases is exclusive of home, furnishings and automobiles). In addition, Purchaser may not invest more than 10% of his net worth (exclusive of home, furnishings and automobiles) in each Series. (i) If the Purchaser is, or is acting on behalf of, an “employee benefit plan,” as defined in and subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), a “plan” as defined in and subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”) (a “Plan”) or an entity (“Plan Assets Entity”) deemed for any purposes of ERISA or Section 4975 of the Code to hold assets of any Plan due to investments made in such entity by benefit plan investors (in which case, the following representations and warranties are made with respect to each Plan holding an investment in such Plan Assets Entity), the individual signing this Subscription Agreement and Power of Attorney on behalf of the Purchaser, in addition to the representations and warranties set

C-1

forth above, hereby further represents and warrants as, or on behalf of, the fiduciary of the Plan responsible for purchasing Units (the “Plan Fiduciary”) that: (a) the Plan Fiduciary has considered an investment in a Series for such plan in light of the risks relating thereto; (b) the Plan Fiduciary has determined that, in view of such considerations, the investment in a Series is consistent with the Plan Fiduciary’s responsibilities under ERISA; (c) the Plan’s investment in such Series does not violate and is not otherwise inconsistent with the terms of any legal document constituting the Plan or any trust agreement thereunder; (d) the Plan’s investment in such Series has been duly authorized and approved by all necessary parties; (e) none of Superfund Capital Management, HSBC Bank USA, PFPC, Inc., ADM Investor Services, Inc., Newedge USA, LLC, Newedge Alternative Strategies Inc., MF Global Inc., Bear Stearns Securities Corp., Barclays Capital Inc., RBC Capital Markets Corporation and Superfund Asset Management, Inc., any other selling agent, any of their respective affiliates or any of their respective agents or employees: (i) has investment discretion with respect to the investment of assets of the Plan used to purchase Units; (ii) has authority or responsibility to or regularly gives investment advice with respect to the assets of the Plan used to purchase Units for a fee and pursuant to an agreement or understanding that such advice will serve as a primary basis for investment decisions with respect to the Plan and that such advice will be based on the particular investment needs of the Plan; or (iii) is an employer maintaining or contributing to the Plan; and (f) the Plan Fiduciary (i) is authorized to make, and is responsible for, the decision to invest in each Series, including the determination that such investment is consistent with the requirement imposed by Section 404 of ERISA that Plan investments be diversified so as to minimize the risks of large losses, (ii) is independent of Superfund Capital Management, HSBC Bank USA, PFPC, Inc., ADM Investor Services, Inc., Newedge USA, LLC, Newedge Alternative Strategies Inc., MF Global Inc., Bear Stearns Securities Corp., Barclays Capital Inc., RBC Capital Markets Corporation, Superfund Asset Management, Inc., each other selling agent, and each of their respective affiliates, and (iii) is qualified to make such investment decision. The Purchaser will, at the request of Superfund Capital Management, furnish Superfund Capital Management with such information as Superfund Capital Management may reasonably require to establish that the purchase of the Units by the Plan does not violate any provision of ERISA or the Code, including without limitation, those provisions relating to “prohibited transactions” by “parties in interest” or “disqualified persons” as defined therein. (j) If the Purchaser is acting on behalf of a trust (a “Limited Partner Trust”), the individual signing the Subscription Agreement and Power of Attorney on behalf of the Limited Partner Trust hereby further represents and warrants that an investment in the applicable Series is permitted under the trust agreement of the Limited Partner Trust, and that the undersigned is authorized to act on behalf of the Limited Partner Trust under the trust agreement thereof.

     1. California — Net worth of at least $500,000 or a net worth of at least $250,000 and an annual income of at least $70,000.

     2. Iowa — Net worth of at least $500,000 or a net worth of at least $250,000 and an annual taxable income of at least $70,000.

     3. Kansas — Kansas investors should limit their investment in the Fund and other managed futures programs to not more than 10% of their liquid net worth (cash, cash equivalents and readily marketable securities).

     4. Kentucky — Net worth of at least $300,000 or a net worth of at least $85,000 and an annual taxable income of $85,000. Kentucky investors should limit their investment in any commodity pool program to not more than 10% of their liquid net worth (cash, cash equivalents and readily marketable securities).

     5. Minnesota — By executing the Subscription Agreement and Power of Attorney of the Fund, a Minnesota Purchaser is deemed to represent and warrant to the Fund that such person is an “accredited investor” as defined in Rule 501(a) under the Securities Act of 1933. An accredited investor includes: (1) any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of such person’s purchase of the Units exceeds $1,000,000; or (2) any natural person who had individual income in excess of $200,000 in each of the two most recent years, or joint income with that person’s spouse in excess of $300,000 in each of those years, and has a reasonable expectation of reaching the same income level in the current year.

     6. New Mexico — Net worth of at least $250,000 or a net worth of at least $75,000 and an annual income at $75,000.

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7. Tennessee — Net worth of at least $250,000 or a net worth of at least $70,000 and an annual taxable income of at least $70,000. Tennessee investors should be aware that the rate at which each Series’ performance fee is calculated exceeds the maximum rate for incentive/performance fees payable under the Guidelines for Registration of Commodity Pool Programs (the “Guidelines”) adopted by the North American Securities Administrators Association, and may, under certain circumstances, result in Superfund Capital Management receiving combined management and incentive fees that exceed the maximum compensation permitted by the Guidelines.

C-3

Superfund Gold L.P. Subscription Documents for Investors USEN273/0408 Advised by a Registered Investment Advisor

Important Note: This page must be completed for prospective investors that are clients of a registered investment advisor with a fixed-fee or asset-based fee advisory relationship with that advisor and must be submitted by the prospective investor to Superfund Gold, L.P., c/o Superfund Asset Management, Inc., along with the investor’s completed subscription documents. Investors not participating in a registered investment advisor’s investment advisory program may proceed to the following page.

To be completed by Registered Investment Advisor

Investor Name Investment Advisor Firm Name Investment Advisor Registration Number Investment Advisor Representative Name Address Street City, State, ZIP         , Phone/Fax E-mail address

Registered Investment Advisor must sign

I hereby certify that I have discussed the pertinent facts, including the fees, expenses and risks, relating to an investment in Superfund Gold, L.P. with the above named client and that an investment in Superfund Gold, L.P. of not more than is suitable for such client in light of such client’s needs, financial circumstances and investment objectives.

Print Date M M D D Y Y Y Y

Investment Advisor Signature                                         

Investor Authorization to share Financial Information

I hereby authorize Superfund Gold, L.P. to send copies of the following correspondence to my investment advisor named above:

Monthly Reports Annual Reports K-1 Investor Print name Date M M D D Y Y Y Y

Investor Signature                                         

Note: The foregoing authorization is not required as a condition of your investment in Superfund Gold, L.P.

D-1

Any person considering subscribing for limited partnership units (“Units”) in Superfund Gold, L.P. (the “Fund”) should carefully read and review a current prospectus. The Fund’s prospectus (the “Prospectus”) should be accompanied by the most recent monthly report of each series (“Series”).

The date printed on the front of the prospectus can be no later than 9 months old. If the date is more than 9 months old, new materials are available and must be utilized.

1	Check box in Section 1 if this is an addition to an existing account and list Limited Partner #.
2	Enter the name and address (no post office boxes) of the investor and (if applicable) joint investor in Section 2.
	For UGMA/UTMA (Minor), enter the Minor’s name, followed by “Minor”, and address (no post office boxes) in Section 2, and enter the custodian name in Section 6.
	For Trusts, enter the Trustee(s) name(s) and the Trustee(s) address in Section 2 and the Trust name in Section 3.
	For Corporations, Partnerships, and Estates, enter the officer or contact person and the entity address in Section 2 and the entity name in Section 3.
	Investors who are not individuals may be required to furnish a copy of organizing or other documents evidencing the authority of such entity to invest in each Series.
	For example, Trusts may be required to furnish a copy of each trust agreement, Corporations must furnish a corporate resolution or by laws.
3	If the mailing address is different from the residence address, please fill in Section 4.
4	Enter the Custodian’s name and address in Section 6 if applicable.
5	Check the appropriate boxes for Series A and/or B under Section 7 and fill in the date when the prospectus was received.
6	Enter the total dollar amount being invested in Section 8. If you checked both boxes before, please indicate how much to allocate to each Series.
7	Enter the investor’s brokerage account number in Section 9 if applicable.
8	Enter the Social Security Number OR Taxpayer ID Number, as applicable, in Section 10 and check the appropriate box to indicate ownership type. For IRA accounts, the Taxpayer ID Number of the Custodian should be entered, as well as the Social Security Number of the investor. For foreign investors, enter Passport Number in Social Security Number field and Country of Citizenship in Taxpayer ID field. Please submit a copy of your Government ID with your completed subscription documents.
9	The investor must sign and date Section 12. If it is a joint account, both investors must sign. In certain cases, the Custodian‘s signature, as well as the investor‘s signature, is required.
10	The name of the Broker-Dealer firm, Registered Representative name, Registered Representative number, address, and phone number must be entered in the box on the top right of the page.
11	The Registered Representative and the Principal must sign Section 13.
12	On page 2 of this Subscription Agreement please check the appropriate boxes for Series A and/or B.
13	Please fill in the enclosed Suitability Requirements form (front & back page).

The investor should return this Subscription Agreement, Suitability Requirements Form and payment to his or her Broker‘s office address.

Subscription Agreements, Suitability Requirements Form, payment, and any other required documents should be sent by the Broker-Dealer to either:

1)	the administration or Fund Administration office of the selling firm, if firm procedures require, or
2)	to the custodial firm if one is required (Superfund Capital Management, Inc. (“Superfund Capital Management”) recommends sending documents early in the month so that they reach it before month-end), or
3)	to Superfund Capital Management, Inc. c/o Superfund Asset Management, Inc., 489 Fifth Avenue, New York, NY 10017. Attention: Fund Administration.

If payment is being made by wire transfer, please wire the specified amount for Series A and/or Series B to the following accounts:

Please make sure that the amount of money received by Superfund Capital Management is net and equals the amount stated on the Subscription Agreement.

Payments must be received AT LEAST FIVE BUSINESS DAYS prior to the cut-off days (as set forth below).

If Investors and/or Broker-Dealers have specific questions about the subscription process, please call Superfund Capital Management’s Fund Administration Department at 212-750-6300.

D-2

Broker -Dealer

Broker-Dealer Firm
R.R. Name
R.R. Number/I.D.
R.R. Phone/Fax
R.R. Email Address
R.R. Address

IMPORTANT: READ PAGE D-2 BEFORE SIGNING ‘ _’ Check here if this is an addition to an existing account. Limited Partner # Limited Partner            Joint Limited Partner            i

‘Last Name First Name

Residence address Street, City, State, Zip Code (P.O. Bra not acceptable)

‘Additional Information (for Estates, Partnerships,

Trusts and Corporations)

⁴ Mailing address

(if different)         . .. . .. . .. I .. . .. . .. . .. I .. . .. . .. . .. . .. t .. . .. . . .. . .. . .. . .. I .. . . .. . .. . .. . .. I .. . .. . .. . .. . .. 1 .. . .. . .. p. .. I .. . .. 1 .. . .. . .. .

^s E-mail address Telephone/date of birth

⁶Custodian name, mailing address Street, City, State, Zj Code

⁷The investor named above, by execution and delivery of this Subscription Agreement and Power of Attorney, by either (i) enclosing a check or miring payment payable to “Superfund Gold, L.P. Series A _| B _l Escrow Account”, or (ii) authorizing the selling agent (or additional seller, as the case may be) to debit investor’s customer securities account in the amount set forth below, hereby subscribes for the purchase of Superfund Gold, LP. Series A J B _l Units at Net Asset Value per Unit by the last business day of each month.

The named investor further acknowledges receipt of the Fund’s Prospectus dated , including the Third Amended and Restated Limited Partnership

Agreement (“Partnership Agreement’’) of the Fund, the Subscription Requirements and the Subscription Agreement and Power of Attorney set forth therein, the terms of which govern the investment in the Units being subscribed for hereby.

HoblAmountSthereof Series A [minimum of $5,000 for each Series; $1,000 or more for additional investments) Series B ‘Brokerage Accounts(must be completed if payment is made by debit to investor’s securities or other qualified accounts) ¹¹¹ Social Security #Taxpayer ID X

Taxable Investors (check one): Non-Taxable Investors (check one): Individual OwnershipJ Community Property            J IRADefined Benefit*Other [specify) - -. I Partnership*Estate            IRA RolloverJ Pension* Corporation*Grantor or Other Revocable Trust* Profit Sharing*SEP Tenants in Common_lTniaottierttia[iaGraritororRe«ocableTnia* (‘APPROPRIATE AUTHORIZATION DOCUMENTS MUST ACCOMPANY J Joint Tenants with Right of Survivorship            UGMA/UTMA [Minor] SUBSCRIPTION, I.E., TRUSTS, PENSION, CORPORATE DOCUMENTS)

¹¹UNITED STATES INVESTORS ONLY

Under penalties of perjury, I certify that: (1) The number shown on this form is my correct social security number or taxpayer identification number (or I am waiting for a number to be issued to me); (2) I am not subject to backup withholding due to a failure to report interest and dividend income; and (3) I am a U.S. person.

NON-UNITED STATES INVESTORS ONLY

Under penalties of perjury, by signature above I hereby certify that the Passport Number or Government ID Number provided is true, correct, and complete, (a) I am not a citizen or resident of the United States or (b) (in the case of an investor which is not an individual) the investor is not a United States corporation, partnership, estate, or trust.

¹²Investor(s) must sign (Executing and delivering this Subscription Agreement and Power of Attorney shall in no respect be deemed to constitute a waiver of any rights under the Securities Act of 1933, or under the Securities Exchange Act of 1934.) The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Date Signature of Limited Partner Date Signature of Joint Limited Partner (if any) or Custodian

¹³BROKER-DEALER MUST SIGN

As set forth in the Prospectus, I hereby certify that I have informed the investor of all pertinent facts relating to the risks, tax consequences, liquidity, marketability, management, and control of Superfund Capital Management with respect to an investment in the Units. I have also informed the investor of the unlikelihood of a public trading market developing of the Units. I have reasonable grounds to believe, based on information obtained from this investor concerning his/her investment objectives, other investments, financial situation, and needs and any other information known by me, that investment in the applicable Series is suitable for such investor in light of his/her financial position, net worth and other suitability characteristics. I do not have discretionary authority over the account of the investor.

Date Registered Representative Signature Date Principal Signature (if required by Selling Agent procedures)

Date Date Print Name Print Name

D-3

Superfund Gold, L.P.
c/o Superfund Asset Management, Inc.
489 Fifth Avenue
New York, NY 10017

Dear Sir/Madam:

Subscription for Units: I hereby subscribe for the number of Units in Series A o B o of the Fund set forth on page D-3 (minimum $5,000) of this Subscription Agreement and Power of Attorney Signature Page, at net asset value per Unit as set forth in the Partnership Agreement. The undersigned’s check payable to “Superfund Gold, L.P. Series A o B o Escrow Account” in the full amount of the undersigned’s subscriptions, (additions, in excess of the required minimum investment, may be made with a minimum investment of $1,000, as described in the Prospectus), accompanies the Subscription Agreement and Power of Attorney Signature Page. If this subscription is rejected, or if no Units are sold, all funds remitted by the undersigned herewith will be returned. Superfund Capital Management may, in its sole and absolute discretion, accept or reject this subscription in whole or in part. If notice of revocation of a subscription is not received by Superfund Capital Management at least 10 days before the end of a month, such attempted revocation is void and will not be deemed a written request for redemption. All Units offered are subject to prior sale.

Representations and Warranties of Subscriber: I have received the Prospectus. By submitting this Subscription Agreement and Power of Attorney I am making the representations and warranties set forth in “Exhibit C — Subscription Representations” contained in the Prospectus, including, without limitation, those representations and warranties relating to my net worth and annual income set forth therein.

Power of Attorney: In connection with my acceptance of Units in each Series, I do hereby irrevocably constitute and appoint Superfund Capital Management, and its successors and assignees, as my true and lawful Attorney-in-Fact, with full power of substitution, in my name, place and stead, to (i) file, prosecute, defend, settle, or compromise litigation, claims, or arbitrations on behalf of each Series and (ii) make, execute, sign, acknowledge, swear to, deliver, record, and file any documents or instruments which may be considered necessary or desirable by Superfund Capital Management to carry out fully the provisions of the Partnership Agreement, which is attached as Exhibit A to the Prospectus, including, without limitation, the execution of the said Partnership Agreement itself and by effecting all amendments permitted by the terms thereof. The Power of Attorney granted hereby shall be deemed to be coupled with an interest and shall be irrevocable and shall survive, and shall not be affected by, my subsequent death, incapacity, disability, insolvency, or dissolution or any delivery by me of an assignment of the whole or any portion of my Units in each Series.

Irrevocability; Governing Law: Except as provided above, I hereby acknowledge and agree that I am not entitled to cancel, terminate, or revoke this subscription or any of my agreements hereunder after the Subscription Agreement and Power of Attorney has been submitted (and not rejected) and that this subscription and such agreements shall survive my death or disability, but shall terminate with the full redemption of all my Units in each Series. Except as to matters of state or federal securities laws, this Subscription Agreement and Power of Attorney shall be governed by and interpreted in accordance with the laws of the State of Delaware.

D-4

I/we hereby expressly agree to the electronic processing and transfer of the below described data regarding my/our investment in the Fund, as well as making this data accessible via the internet through Superfund Capital Management as described below. This declaration of consent refers in particular, without limitation, to the following financial data (hereinafter called “financial data”):

4	Name of product
4	Value of the respective subscription/redemption (“transactions”)
4	Number of subscribed/redeemed or held Units
4	Performance since subscription

My/Our financial data will only be made accessible electronically via the internet if the declaration of consent in the application form has been signed by one or both (in the case of a joint account where the signature of both applicants is required for any transaction) investor(s). I/We furthermore expressly agree that all financial data, including the name of the respective investor(s), will be available for those companies (intermediaries) which have effected the investment in the Fund. This also includes companies whose services/consultancy regarding my/our investment in the Fund have explicitly been required. I/We am/are aware that this declaration of consent may be revoked at any time without providing a reason. The above mentioned financial data will be made available free-of-charge except for any applicable internet communication or other usage changes to which I/we may be or may become subject. No responsibility is taken for the completeness and correctness of the data by Superfund Capital Management or any of its affiliates (hereinafter collectively referred to as “Superfund Group”). The above mentioned data are made available without any (legal) obligation by the Superfund Group. I/We am/are aware of and agree to the provision of the mentioned (electronically processed) financial data (including name) to the above mentioned companies in order to provide me/us with information concerning my/our investment, and deal in connection with any claims, subject to applicable privacy laws, asserted by these companies against the Superfund Group. All financial data will only be accessible on the internet after entering my/our user identification, or the user identification of the respective company, and the respective unique password. The mentioned financial data are made available on the internet free-of-charge and on a voluntary basis by the Superfund Group and may be revoked permanently or temporarily without notice. Any liability on the part of the Superfund Group is expressly excluded, as well as claims by the investor(s) towards the Superfund Group in connection with making the mentioned financial data available on the internet. This also applies to cases where the data was not (completely) made available on the internet. The Superfund Group is furthermore not liable for an improper use of the financial data by unauthorized persons, unless it occurs due to a deliberate or grossly negligent, unlawful violation by the Superfund Group of its legal and contractual obligations. Liability regarding any losses resulting from or related to the financial data is hereby explicitly excluded. It is understood that this declaration of consent is not part of the respective agreement(s) or the contractual relationship(s) which forms the basis of my/our investment in the Fund. If any of the provisions of this declaration of consent is or becomes ineffective, unfeasible or unenforceable, this does not affect the effectiveness of the remaining provisions. In such a case the ineffective, unfeasible or unenforceable provision will be replaced by a legally allowed and effective, feasible or enforceable provision, as the case may be, which leads to the same result originally intended by me/us and Superfund Capital Management, which does not violate any legal provisions. This declaration of consent may be revoked by me/us upon prior written notice to the Superfund Group.

Date Signature of Limited Partner Date Signature of Joint Limited Partner (if any) or Custodian

D-5

     

By subscribing for Units of the Fund, you will be required to fill out this form in its entirety, and to satisfy any applicable special state suitability requirement described in this form. Therefore, please make sure that you carefully review all representations and warranties and state suitability requirements before signing this form. The undersigned form must be mailed or delivered to the selling agent together with the Subscription Agreement and all other necessary documents. For a successful subscription of Units, all documents must be received at least 5 business days before the initial, or applicable, monthly closing.

Receipt of Documentation: The regulations of the Commodity Futures Trading Commission (“CFTC”) require that you be given a copy of the Prospectus, as well as certain additional documentation consisting of: (a) a supplement to the Prospectus, which must be given to you if the Prospectus is dated more than nine months before the date that you first received the Prospectus, and (b) the most current monthly account statement (report) for the Fund. By subscribing for Units, you hereby acknowledge receipt of the Prospectus and the additional documentation referred to above, if any.

Admission to the Fund: Please be informed that you will not be issued a certificate evidencing the Units that you are purchasing, but you will receive a written confirmation of the purchase in Superfund Capital Management’s customary form.

State Suitability Requirements: Except as indicated below, investors must have a net worth (exclusive of home, furnishings and automobiles) of at least $250,000 or, failing that standard, have both a net worth (same exclusions) of at least $70,000 and an annual gross income of at least $70,000. If an investor is subscribing with his/her spouse as joint owners, he/she may count joint net worth and joint income in satisfying these requirements, as well as the special requirements described below. Investors

must also make a minimum aggregate investment of $5,000. However, the states listed below (or, in certain cases, in special Supplements attached to the Prospectus) have more restrictive suitability or minimum investment requirements for their residents. Please read the following list to make sure that you meet the minimum suitability and/or investment requirements for the state in which you reside. (As used below, “NW” means net worth exclusive of home, furnishings, and automobiles; “AI” means annual gross income; and “TI” means annual taxable income for federal income tax purposes.)

1. California	$70,000 (AI)   and $250,000 (NW), or   $500,000 (NW)
2. Iowa	$70,000 (TI)   and $250,000 (NW), or   $500,000 (NW)
3. Kansas	Kansas investors should limit their investment in the Fund and other managed futures programs to not more than 10% of their liquid net worth (cash, cash equivalents and readily marketable securities).
4. Kentucky	$85,000 (TI)   and $85,000 (NW), or   $300,000 (NW)
	Kentucky investors should limit their investment in any commodity pool pro-gram to not more than 10% of their liquid net worth (cash, cash equivalents and readily marketable securities).
5. New Mexico	$75,000 (AI)   and $75,000 (NW), or   $250,000 (NW)

Communication Issues Representations and Warranties > see reverse side

I allow the selling agent to contact me either by telephone, facsimile or e-mail in any case of product or market-information directly.

see reverse side

D-6

Representations and Warranties

By executing the Subscription Agreement, the investor (for ifself and any co-subscriber, and, if the undersigned is signing on behalf of an entity, on behalf of and with respect to that entity and its shareholders, partners, beneficiaries or members), represent and warrant to Superfund Capital Management and the Fund as follows (As used below, the terms “you and your” refer to you and your co-subscriber, if any, or if you are signing on behalf of an entity, that entity): Please initial each item to indicate your acknowledgement or representation. All investors must initial numbers 1-8 and any others that pertain to their situation.

	FOR ALL INVESTORS
	1.	I have received a copy of the Prospectus, incl. the Partnership Agreement.
	2.	If an individual subscriber, I am of legal age to execute the Subscription Agreement and am legally competent to do so.
	3.	I satisfy the applicable financial suitability and minimum investment requirements, as set forth on page D-6 under the caption State Suitability Requirements (or in a special Supplement to the Prospectus) for residents of the state in which I reside. I agree to provide any additional documentation requested by Superfund Capital Management, as may be required by the securities administrator of my state of residence, to confirm that I meet the applicable minimum financial suitability standards to invest in the Fund.
	4.	I understand that the investment objective of the Fund is to generate long-term capital growth while providing an element of diversification to a portfolio of stock and bond investments, which is consistent with my objective in making an investment in the Fund.
	5.	The address on the Subscription Agreement is my true and correct residence, and I have no present intention of becoming a resident of any other state or country. All the information that I have provided on the Subscription Agreement is correct and complete as of the date indicated thereon and, if there is any material change in that information before my admission as a Limited Partner, I will immediately furnish such revised or corrected information to Superfund Capital Management.
	6.	Unless representation (9-12) below is applicable, my subscription is made with my funds for my own account and not as trustee, custodian, or nominee for another.
	7.	I am either: (a) not required to be registered with the CFTC or to be a member of the National Futures Association (“NFA”); or (b) if so required, I am duly registered with the CFTC and am a member in good standing of the NFA.
		Entities that acquire Units must indicate whether they are registered with the CFTC as commodity pools, whether they are exempt from registration as a commodity pool, or whether they are not a commodity pool.
		a.	The entity subscribing for Units is a commodity pool and its sponsor and/or principals are registered as commodity pool operators (“CPOs”) and members of the NFA.
			Provide NFA ID:
		b.	The entity subscribing for Units is a commodity pool but its sponsors and/or principals are not required to be registered CPOs because of an exemption under the Commodity Exchange Act or CFTC Regulations.
			State the exemption claimed
		Such entities must also provide a copy of the exemption letter filed with NFA by its sponsor and/or principals.
		c.	The entity subscribing for Units is not a commodity pool. Such entities must provide a seperate statement stating the purpose of forming the entity and that such entity does not solicit or accept funds to trade commodity contracts.
	8.	I understand that the Partnership Agreement imposes substantial restrictions on the transferability of my Units and that my investment is not liquid except for limited redemption provisions, as set forth in the Prospectus and the Partnership Agreement.

	FOR RETIREMENT ACCOUNTS
	9.	If I am representing an employee benefit plan, to the best of my knowledge, neither Superfund Capital Managment, nor any of its affiliates: (a) has investment discretion with respect to the investment of my plan assets; (b) has authority or responsibility to give or regularly gives investment advice with respect to such plan assets for a fee and under an agreement or understanding that such advice (i) will serve as a primary basis for investment decisions with respect to such plan assets and (ii) will be based on the particular investment needs of the plan; or (c) is an employer maintaining or contributing to that plan. For purposes of this representation (9), an “employee benefit plan” includes plans and accounts of various types (including their related trusts) which provide for the accumulation of a portion of an individual’s earnings or compensation, as well as investment income earned thereon, free from federal income tax until such time as funds are distributed from the plan, and include corporate “pension” and profit-sharing plans, “simplified employee pension plans”, “Keogh” plans for self-employed individuals and individual retirement accounts (“IRAs”).
	10.	If I am subscribing as a trustee or custodian of an employee benefit plan, or of an IRA, at the direction of the beneficiary of that plan or IRA, all representations in the Subscription Agreement apply only to the beneficiary of that plan or IRA.
	FOR UGMA/UTMA ACCOUNTS
	11.	If I am subscribing as a custodian for a minor, either (a) the subscription is a gift I have made to that minor and is not made with that minor’s funds, in which case the representations as to net worth and annual income below apply only to myself, acting as custodian, or (b) if the subscription is not a gift, the representations as to net worth, and annual income below apply only to that minor.
	FOR ALL TRUSTS OR CORPORATIONS
	12.	If I am subscribing in a representative capacity, I have full power and authority to purchase Units and enter into and be bound by this Subscription Agreement on behalf of the entity for which I am purchasing the Units, and that entity has full right and power to purchase the Units and enter into and be bound by the Subscription Agreement, and become a Limited Partner under the Partnership Agreement.
	FOR TENNESSEE, ALABAMA AND ARKANSAS INVESTORS
	13.	For Tennessee, Alabama and Arkansas Investors only: I understand that the rate at which each Series’ performance fee is calculated exceeds the maximum rate for incentive or performance fees payable under the Guidelines for Registration of Commodity Pool Programs adopted by the North American Securities Administrators Association.
	FOR ALABAMA AND ARKANSAS INVESTORS
	14.	For Alabama and Arkansas investors only: I understand that the Issuer’s introducing broker and the Issuer’s trading advisor are affiliated entities, and that this affiliation gives rise to a conflict of interest, as described on pages 21-22 of the Prospectus. I understand this may prevent the Issuer from accomplishing all of its objectives.

By making the representations and warranties set forth above, investors should be aware that they have not waived any rights of action which they may have under applicable federal or state securities laws. Federal and state securities laws provide that any such waiver would be unenforceable. Investors should be aware, however, that the representations and warranties set forth above may be asserted in the defense of the Fund, Superfund Capital Mangement, or others in any subsequent litigation or other proceedings.

D-7

FOR USE IN CONNECTION WITH A PURCHASE OF UNITS TO BE IMPLEMENTED IN INSTALLMENTS IN ACCORDANCE WITH THE TERMS SET FORTH BELOW. TO BE EFFECTIVE, THIS SUBSCRIPTION AGREEMENT ADDENDUM MUST BE PROPERLY COMPLETED AND SIGNED BY THE INVESTOR AND MUST ACCOMPANY A PROPERLY COMPLETED AND FULLY-EXECUTED SUBSCRIPTION AGREEMENT FOR UNITS IN THE FUND.

NOTE: The amount of investor’s total subscription set forth below, the date of this Subscription Agreement Addendum, and investor’s signature must be the same as set forth on the accompanying Subscription Agreement.

1.	By execution and delivery of this Subscription Agreement Addendum, I hereby request that my subscription for Units in Superfund Gold, L.P. Series A OR B (mark A OR B, as on the Subscription Agreement) in the amount set forth below and on the accompanying Subscription Agreement be implemented, and that Units be issued at the Net Asset Value per Unit of such Series, as of the close of business on the applicable month-end or quarter-end closings, as the case may be, as follows.
2.	My total subscription for Units is in the amount of USD (not less than USD $5,000 for new investors)
3.	I hereby request that the initial issuance of Units subscribed for by the accompanying Subscription Agreement and this Subscription Agreement Addendum be in the amount of USD (not less than USD $1,000), Units being issued at the Net Asset Value per Unit as of the applicable month-end or calendar quarter-end closing date, as the case may be.
4.	I hereby request the Fund to issue to me USD of Units (not less than USD $1,000) as of each month-end OR calendar quarter-end (check one) following the initial issuance of Units to me as requested under Item 3 above until the dollar amount of Units issued to me under this Item 4 and Item 3 above equals the amount of my total subscription set forth in Item 2 above.
5.	I hereby authorize and instruct (insert broker-dealer name) to submit to the Fund cash held in my customer securities account with such broker-dealer on a monthly or quarterly basis, as indicated above, until the amounts submitted in connection with the issuances requested under Items 3 and 4 above equal the amount of my total subscription set forth in Item 2 above and in the accompanying Subscription Agreement.
6.	I understand that (i) my broker will not advance any funds due under the accompanying Subscription Agreement and this Subscription Agreement Addendum and that (ii) if I do not have adequate cash available in my customer securities account with my broker for my broker to remit to the Fund, or do not separately send a check or wire funds to the Fund, at each month-end or calendar quarter-end, as the case may be, for which I have requested the issuance of the Units subscribed for under the accompanying Subscription Agreement and this Subscription Agreement Addendum, no Units will be issued to me as of such month-end or calendar quarter-end, as the case may be. I understand that my subscription in the amount set forth in the Subscription Agreement and above is irrevocable and that I am responsible for submitting timely payments for the Units subscribed for in the accompanying Subscription Agreement in the amount(s) set forth above at least five (5) business days prior to the cut off-days set forth in the Subscription Agreement. I hereby agree not to hold the Fund or Superfund Capital Management liable for the failure of my broker to submit funds to the Fund in a timely manner.
7.	I understand that the instructions contained in this Subscription Agreement Addendum may be modified only by a writing delivered to the Fund and my broker identified in Item 5 above.
8.	I hereby acknowledge and agree that the instructions contained in this Subscription Agreement Addendum shall survive my death or disability, but shall terminate with the full redemption of all of my Units. This Subscription Agreement Addendum shall be governed by and interpreted in accordance with the laws of the State of Delaware.

D-8

D-9

Please send original to:
Superfund Gold, L.P.
c/o Superfund Asset Management, Inc.
489 Fifth Ave
New York, NY 10017

Dear Sir/Madam:

The undersigned hereby requests a transfer of units (“Units”) in Series A or Series B (check one) in Superfund Gold, L.P. (the “Fund”). The undersigned hereby represents and warrants that the undersigned is the true, lawful and beneficial owner of the Units to which this request for transfer relates with full power and authority to request transfer of such Units. Such Units are not subject to any pledge or otherwise encumbered in any fashion. The undersigned represents that the signature(s) appearing below is/are true and correct.

Date Signature of Limited Partner Date Signature of Joint Limited Partner (if any) or Custodian

Date Authorized Signatory Title

By: (Authorized Corporate Officer, Partner, Custodian or Trustee)

The undersigned, as Transferee, represents that all information provided to the Fund in the form of an executed Subscription Agreement is true and correct as of the date of submission of the Request for Transfer. The undersigned further consents to the transfer of Units in the Fund as described above and agrees to accept such transferred Units for its account and risk.

Date Signature of Transferee Date Signature of Joint Transferee (if applicable)

Date Authorized Signatory Title

By: (Authorized Corporate Officer, Partner, Custodian or Trustee)

E-1

	Broker-Dealer
	Broker-Dealer Firm
	R.R. Name
	R.R. Number/I.D.
	R.R. Phone/Fax
	R.R. Email Address
	R.R. Address

The investor named above, by execution and delivery of this Subscription Agreement and Power of Attorney, by either (i) enclosing a check or wiring payment payable to “Superfund Gold, L.P. Series A B Escrow Account”, or (ii) authorizing the selling agent (or additional seller, as the case may be) to debit investor’s customer securities account in the amount set forth below, hereby subscribes for the purchase of Superfund Gold, L.P. (the “Fund”) Series A B units (“Units”) at net asset value per Unit by the last business day of each month.

The named investor further acknowledges receipt of the Fund’s prospectus (the “Prospectus”) dated , including the Amended and Restated Limited Partnership Agreement (“Partnership Agreement”) of the Fund, the Subscription

Requirements and the Subscription Agreement and Power of Attorney set forth therein, the terms of which govern the investment in the Units being subscribed for hereby.

The undersigned represents that there has been no change in the undersigned‘s financial circumstances and that the Suitability Requirements Form initially completed when making the undersigned’s initial investment in the Fund remains accurate and complete, and the undersigned understands that by agreeing the undersigned will be deemed to make, with respect to this Subscription Agreement, all the representations and warranties contained in such Suitability Requirements Form, including those relating to the undersigned satisfying the applicable financial suitability requirements under “State Suitability Requirements.”

 I agree

UNITED STATES INVESTORS ONLY

Under penalties of perjury, I certify that: (1) The number shown on this form is my correct social security number or taxpayer identification number (or I am waiting for a number to be issued to me); (2) I am not subject to backup withholding due to a failure to report interest and dividend income; and (3) I am a U.S. person.

NON-UNITED STATES INVESTORS ONLY

Under penalties of perjury, by signature above I hereby certify that the Passport Number or Government ID Number provided is true, correct, and complete. (a) I am not a citizen or resident of the United States or (b) (in the case of an investor which is not an individual) the investor is not a United States corporation, partnership, estate, or trust.

Investor(s) must sign (Executing and delivering this Subscription Agreement and Power of Attorney shall in no respect be deemed to constitute a waiver of any rights under the Securities Act of 1933, as amended or under the Securities Exchange Act of 1934, as amended.) The Internal Revenue Service does not require your consent to any provision of this document other than the certifications required to avoid backup withholding.

Date Signature of Limited Partner Date Signature of Joint Limited Partner (if any) or Custodian

BROKER-DEALER MUST SIGN

As set forth in the Prospectus, I hereby certify that I have informed the investor of all pertinent facts relating to the risks, tax consequences, liquidity, marketability, management, and control of Superfund Capital Management, Inc. with respect to an investment in the Units . I have also informed the investor of the unlikelihood of a public trading market developing of the Units. I have reasonable grounds to believe, based on information obtained from this investor concerning his/her investment objectives, other investments, financial situation, and needs and any other information known by me, that investment in the applicable series is suitable for such investor in light of his/her financial position, net worth and other suitability characteristics. I do not have discretionary authority over the account of the investor.

Date Registered Representative Signature Date Principal Signature (if required by Selling Agent procedures)

F-1

Superfund Gold, L.P. Series Exchange Subscription AgreementUSEN997/0408

TO BE EFFECTIVE AS OF THE END OF THE MONTH IN WHICH YOU SUBMIT THIS SERIES EXCHANGE SUBSCRIPTION AGREEMENT, THIS SERIES EXCHANGE SUBSCRIPTION AGREEMENT MUST BE PROPERLY COMPLETED AND DELIVERED TO SUPERFUND ASSET MANAGEMENT, INC., OR TO YOUR BROKER-DEALER IN TIME FOR IT TO BE BE FORWARDED AND RECEIVED BY SUPERFUND ASSET MANAGEMENT, INC., ON BEHALF OF Superfund Gold, L.P., TEN (10) DAYS BEFORE THE LAST DAY OF THE MONTH, ATTN: SUPERFUND CAPITAL MANAGEMENT, INC., C/O SUPERFUND ASSET MANAGEMENT, INC., 489 FIFTH AVENUE, NEW YORK, NY 10017.

EXCHANGE REQUESTS ARE IRREVOCABLE FIVE DAYS AFTER SUBMISSION TO YOUR BROKER-DEALER.

By execution and delivery of this Series Exchange Subscription Agreement, I hereby redeem the limited partnership units (“Units”) of Superfund Gold, L.P. (the “Fund”) Series A or Series B (the “Series”), as identified below under “Series Exchange Election,” and, by application of the proceeds of such redemption to the payment of the purchase price for Units of the other Series, I hereby subscribe for Units in the other Series at a price equal to 100% of the Net Asset Value per Unit of such Series as of the close of business on the date of the applicable monthly closing (a “Series Exchange”).

I understand that the minimum exchange amount, and the minimum holding amount in case of partial exchanges, is $5,000 or a number of whole Units the Net Asset Value of which is equal to or greater than $5,000, and that requests for an exchange of less than $5,000, or the Unit equivalent thereof, will not be effected. I further understand that, if I am requesting an exchange for less than the full amount of my investment in one Series, I must retain Units with a Net Asset Value of at least $5,000 in that Series after the exchange is completed.

Please note: If a partial exchange would result in you holding Units with a Net Asset Value of less than $5,000 in the Series from which Units are to be redeemed to effect the requested exchange, the exchange request will be deemed to be a request for an exchange of your full investment amount into the other Series, and by your signature below you hereby consent to such exchange.

BY SIGNING BELOW, THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE FUND’S PROSPECTUS DATED , ANY APPLICABLE SUPPLEMENT TO THE PROSPECTUS, THE CURRENT MONTHLY REPORT FOR THE FUND, THE FUND’S SUBSCRIPTION AGREEMENT AND THIS SERIES EXCHANGE SUBSCRIPTION AGREEMENT, THE TERMS OF ALL OF WHICH GOVERN THE INVESTMENT IN THE UNITS FOR WHICH YOU ARE SUBSCRIBING.

Series Exchange Election Dollar Amount $ (not less than $5,000, to be rounded up to nearest whole Unit) OR Number of Units (NAV of at least $5,000) to be redeemed from Superfund Gold, L.P. Series A OR Series B (check one) and exchanged for Units in the other Series. Account Information (Please print) Name            Telephone - — Limited Partner # Fax - — Address Street E-Mail City, State, ZIP      ,

Notice Regarding Series Exchange: No administrative fees will be charged in connection with this Series Exchange transaction. However, a Series Exchange constitutes the redemption of Units of one Series of the Fund and a concurrent purchase of Units of the other Series subject to a maximum sales commission of 10% of the initial investment amount in the new Series (paid at a rate of 1/12 of 4% per month). Accordingly, investors making a Series Exchange will incur aggregate sales commission charges of up to 10% of the value of the Units being subscribed for in the new Series pursuant to a Series Exchange regardless of the amount of sales commission charges paid in connection with their investment in the other Series of the Fund.

see reverse side

G-1

Authority to Request Exchange

The undersigned hereby authorizes Superfund Capital Management, Inc. (“Superfund Capital Management”) to redeem the dollar amount or number of Units of the Fund in the Series indicated above, at the Net Asset Value thereof, and to apply the net proceeds of that redemption to the purchase of Units in the other Series at the Net Asset Value thereof.

The undersigned hereby represents and warrants that, if an individual, the undersigned is the true, lawful, and beneficial owner of the Units to which this Series Exchange Subscription Agreement relates with full power and authority to request such exchange or, if an entity, has full power and authority to request such exchange from and on behalf of the entity named below. The undersigned represents that the signature(s) below is/are true and correct. The undersigned represents that there has been no change in the undersigned’s financial circumstances and that the Suitability Requirements Form (see Prospectus Exhibit D, Pages D-6 and D-7) initially completed when making the undersigned’s initial investment in the Fund remains accurate and complete, and the undersigned understands that, by signing below, the undersigned

will be deemed to make, with respect to this Series Exchange Subscription Agreement, all the representations and warranties contained in such Suitability Requirements Form, including those relating to the undersigned’s satisfying the applicable financial suitability requirements under “State Suitability Requirements” and citizenship status. The undersigned reaffirms the Power of Attorney (see Prospectus Exhibit D, Page D-4) submitted when making the undersigned’s initial investment, and hereby appoints Superfund Capital Management, its successors and assigns, as the undersigned’s true and lawful attorney-in-fact, for the purposes and to the extent set forth therein, with respect to the undersigned’s acceptance of the interest in the Series subscribed for hereby. The undersigned acknowledges that this Series Exchange Subscription Agreement is irrevocable 5 days after submission to the undersigned’s broker-dealer. This Series Exchange Subscription Agreement and the power-of-attorney included herein shall be governed by and interpreted in accordance with the laws of the State of Delaware, without regard to the conflicts of law provisions thereof. If applicable, the undersigned continues to consent to delivery of electronic statements.

Signature(s) must be identical to name(s) in which Units are registered.

Broker-Dealer must sign

I hereby certify that I have discussed with the investor identified above all of the pertinent facts relating to the risks, tax consequences, lack of liquidity of the Units, and the management and control of the Fund by Superfund Capital Management in connection with an investment in the Fund, and that the investor will incur sales commission charges with respect to the Units acquired as a result of this Series Exchange without regard to sales commissions previously paid. I have reasonable grounds to believe that, based on the information obtained from this investor concerning his/her investment objectives, other investments, financial situation, and needs and any other information known to me, that the Series Exchange from an investment in Series o A or o B (check applicable box) to an investment in the other Series is suitable for such investor in light of his/her/their investment objectives and suitability characteristics.

Signatures (Please print — except signatures)

Signature(s) must be identical to name(s) in which Units are registered.

see reverse side
G-2

     No dealer, salesman or any other person has been authorized to give any information or to make any representation not contained in this Prospectus, and, if given or made, such other information or representation must not be relied upon as having been authorized by Superfund Gold, L.P., Superfund Capital Management, Inc., Superfund Asset Management, Inc. or any other person. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy the securities offered hereby to any person or by anyone in any jurisdiction in which such offer or solicitation may not lawfully be made. The delivery of this Prospectus at any time does not imply that the information contained herein is correct as of any time subsequent to the date of its issue.

     Until 90 days from the date of this Prospectus, all dealers effecting transactions in the Units, whether or not participating in this distribution, may be required to deliver a Prospectus. This is in addition to the obligation of dealers to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

     All selling agents must deliver to prospective investors any supplemented or amended Prospectus issued by Superfund Gold, L.P. during both the initial and the ongoing offering period.

PART II

Information Not Required in Prospectus

Item 13. Other Expenses of Issuance and Distribution.

          Superfund Capital Management, Inc. (the “General Partner”) will pay all expenses in connection with the offering of the Units without reimbursement by the Registrant, except for the Financial Industry Regulatory Authority filing fee which will be paid by the Selling Agent. The following is an estimate of the initial expenses to be paid by the General Partner and Selling Agent in connection with this offering.

	Approximate
	Amount
Securities and Exchange Commission Registration Fee	$	7,860	*
Financial Industry Regulatory Authority Filing Fee		20,500	*
Printing Expenses		50,000
Fees of Certified Public Accountants		40,000
Blue Sky Expenses (Excluding Legal Fees)		35,000
Fees of Counsel		250,000
Other Offering Expenses		20,000
Escrow Fees		5,000
Total	$	438,360

* Fees marked with an asterisk are exact rather than estimated.

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 the General Partner and certain of its controlling persons by each Series in certain circumstances. Such indemnification is limited to claims sustained by such persons in connection with each Series; provided that such claims were not the result of negligence or misconduct on the part of the General Partner or such controlling persons. Each Series is prohibited from incurring the cost of any insurance covering any broader indemnification than that provided above. Advances of each Series’ funds to cover legal expenses and other costs incurred as a result of any legal action initiated against the General Partner by a Limited Partner are prohibited unless specific court approval is obtained.

Item 15. Recent Sales of Unregistered Securities.

          On May 23, 2008, the Registrant sold one unit of Series A Limited Partnership Interest and one unit of Series B Limited Partnership Interest to the Initial Limited Partner in preparation for the filing of Registrant’s Registration Statement on Form S-1. 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 sales of unregistered securities of the Registrant.

Item 16. Exhibits and Financial Statement Schedules.

          The following documents (unless otherwise indicated) are filed herewith and made a part of this Registration Statement:

II-1

Exhibit
Number	Description of Document
1.01	Form of Selling Agent Agreement between the Registrant and Superfund Asset Management, Inc., including form of Additional Selling Agent Selling Agreement.
3.01	Certificate of Limited Partnership of the Registrant.
3.02	Limited Partnership Agreement of the Registrant.
3.03	Form of Amended and Restated Limited Partnership Agreement of the Registrant (included as Exhibit A to the Prospectus).
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 consequences.*
10.01	Form of Administration Agreement between the Registrant and the Administrator.*
10.02	Form of Escrow Agreement among the Registrant, the General Partner and the Escrow Agent.
10.03	Form of Subscription Agreement and Power of Attorney (included in Exhibit D to the Prospectus).
23.01	Consent of Sidley Austin LLP (included in Exhibit 5.01).
23.02	Consent of Deloitte & Touche LLP.

* To be filed by amendment

Item 17.

     The undersigned registrant hereby undertakes:

     (a)           (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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective 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.

II-2

          (A) Paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934, as amended (“Securities Exchange Act of 1934”) (15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration statement; and

          (B) Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement is on Form S-3 or Form F-3 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

     (2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended (“Securities Exchange 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.

     (4) That, for the purpose of determining any liability under the Securities Act of 1933, each Prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than Prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or Prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or Prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or Prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

     (5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

          (ii) If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

     (6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

          (i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

II-3

          (ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

          (iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

          (iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

     (b) The 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 Securities Act of 1933 and will be governed by the final adjudication of such issue.

II-4

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the General Partner of the Registrant has duly caused this Registration Statement or Registration Statement Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in St. George’s, Grenada, West Indies on the 12th day of June, 2008.

Superfund Gold, L.P.

By:	Superfund Capital Management, Inc. General Partner
By:	/s/ Nigel James
	Nigel James
	President

          Pursuant to the requirements of the Securities Act of 1933, this Registration Statement or Registration Statement Amendment has been signed below by the following persons on behalf of the General Partner of the Registrant, in the capacities and on the date indicated.

Signature	Title with Registrant	Date
/s/ Nigel James	President (Principal	June 12, 2008
Nigel James	Executive Officer)
/s/ Roman Gregorig	Vice President and Director	June 12, 2008
Roman Gregorig	(Principal Financial
	Officer and Principal
	Accounting Officer

          Being the principal executive officer, the principal financial and accounting officer and a majority of the directors of Superfund Capital Management, Inc.

Superfund Capital Management, Inc.
General Partner

By /s/ Nigel James	June 12, 2008
Nigel James
President

II-5

EXHIBIT INDEX

Exhibit
Number	Description of Document
1.01	Form of Selling Agent Agreement between the Registrant and Superfund Asset Management, Inc., including form of Additional Selling Agent Selling Agreement.
3.01	Certificate of Limited Partnership of the Registrant.
3.02	Limited Partnership Agreement of the Registrant.
3.03	Form of Amended and Restated Limited Partnership Agreement of the Registrant (included as Exhibit A to the Prospectus).
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 consequences.*
10.01	Form of Administration Agreement between the Registrant and the Administrator.*
10.02	Form of Escrow Agreement among the Registrant, the General Partner and the Escrow Agent.
10.03	Form of Subscription Agreement and Power of Attorney (included in Exhibit D to the Prospectus).
23.01	Consent of Sidley Austin LLP (included in Exhibit 5.01).
23.02	Consent of Deloitte & Touche LLP.

* To be filed by amendment

EX-1.01

EXHIBIT 1.01

SELLING AGENT AGREEMENT

                                        , 2008

Superfund Asset Management, Inc.
180 North LaSalle Street
Suite #3250
Chicago, Illinois 60601

Ladies and Gentlemen:

     Superfund Gold, L.P., a Delaware limited partnership (the “Company”), whose general partner is Superfund Capital Management, Inc. (“SCM”), and SCM hereby agree with Superfund Asset Management, Inc. (“SAM”), as follows:

INTRODUCTION

     The Company is offering (the “Offering”) for sale its newly issued limited partnership units (the “Units”) in two separate series, namely Series A and Series B (each a “Series”), and within each Series, in Sub-Series, namely Series A-1, Series A-2, Series B-1 and Series B-2 (each, a “Sub-Series”). It is acknowledged that SCM may, in its sole discretion, regardless of any priorities or preferences, accept or reject subscriptions in whole or in part in the Offering and terminate the Offering at any time. Once made, subscriptions are irrevocable provided that a subscriber may revoke his subscription within (five) 5 business days following subscriber’s delivery of a subscription agreement to SAM, by the subscriber delivering written notice to SCM.

     The term “Initial Offering Period” is the period commencing on the date of the Prospectus and scheduled to end on                     , 2008 subject to extension for up to 3 months. During the Initial Offering Period, SAM will offer Units for sale at an “Initial Closing.” The initial Net Asset Value per Unit will be the U.S. dollar price per ounce of gold established by the gold pool members of the London Bullion Market Association at the London A.M. fixing on the day the Series begin their trading and investment activities, expected to be the first business day following the end of the Initial Offering Period. The number of Units to be issued to each investor subscribing for Units during the Initial Offering Period will be determined by dividing each investor’s subscription amount by the U.S. dollar price per ounce of gold established as described above.

     Units which remain unsold following the Initial Closing will be offered for sale in a continuing offering (the “Continuing Offering”) at monthly closings (“Monthly Closings;” the Initial Closing or any Monthly Closing, each a “Closing”) to be held on the last day of each month at a price equal to 100% of the net asset value per Unit, as described in the Company’s Amended and Restated Limited Partnership Agreement as may be amended from time to time (the “Partnership Agreement”), of the applicable Sub-Series of Units as of the close of business on the date of such Monthly Closing.

     The minimum initial subscription for an investor is $5,000. Once an investor has been admitted to the Company, the minimum additional subscription is $1,000.

     The Company has filed with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-1 containing a prospectus relating to the Offering for the registration of the Units under the Securities Act of 1933, as amended (the “1933 Act”). The Registration Statement, as may be amended and as declared effective by the Commission, is hereinafter referred to as the “Registration Statement.” The prospectus on file with the Commission at the time the Registration Statement initially becomes effective is hereinafter called the “Prospectus,” except that if the Company files a Prospectus pursuant to Rule 424 of the rules and regulations of the Commission under the 1933 Act (the “1933 Act Regulations”) which differs from the Prospectus on file at the time the Registration Statement initially becomes effective, or if the Company files an amendment to the Registration Statement subsequent to the time it initially becomes effective and such amendment contains a Prospectus which

differs from the Prospectus on file at the time the Registration Statement initially becomes effective, the term “Prospectus” refers to the Prospectus filed pursuant to Rule 424 or contained in such amendment to the Registration Statement from and after the time said Prospectus is filed with or transmitted to the Commission for filing.

     Any terms not expressly defined herein have the same definition and meaning as is set forth in the Prospectus.

SECTION 1. APPOINTMENT OF SAM

     Subject to the terms and conditions herein set forth, the Company hereby appoints SAM as its exclusive marketing agent to consult with and advise the Company, and, on a “best efforts” basis, to assist the Company with the solicitations of subscriptions for Units in connection with the Company’s offering of the Units in the Offering. SAM will offer and sell Units in compliance with the requirements set forth in the Registration Statement, the Prospectus, the Company’s subscription agreement for the purchase of Units and this Agreement.

     On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, SAM accepts such appointment and agrees to consult with and advise the Company as to matters relating to the Offering and agrees to use its best efforts to solicit subscriptions for Units in accordance with this Agreement; provided, however, that SAM will not be responsible for obtaining subscriptions for any specific number of Units, will not be required to purchase any Units and will not be obligated to take any action which is inconsistent with any applicable law, regulation, decision or order or decree, directive, agreements or memorandum of or with any court, regulatory body, administrative agency, or other government body. Units will be offered by means of Subscription Agreements and Subscription Agreement for an Additional Investment, substantially in the respective forms set forth as Exhibit D and F to the Prospectus (each a “Subscription Agreement”).

     The parties agree that Units may be sold by SAM or by other broker-dealers appointed by SAM (each an “Additional Selling Agent”), provided that each such other broker-dealer executes an Additional Selling Agent Agreement in the form attached hereto as Exhibit A. SAM and each Additional Selling Agent will notify the Company of the identity of the registered representative of SAM or Additional Selling Agent, as the case may be, credited with the sale of each Unit.

     SAM and each Additional Selling Agent will agree diligently to make inquiries of each prospective purchaser of Units concerning the suitability of such an investment for such person and to retain in its records and make available to the Company for a period of a least six years, information establishing that an investment in Units is suitable for each purchaser of Units solicited by them.

SECTION 2. COMPENSATION OF SAM AND ADDITIONAL SELLING AGENTS

     As compensation for Sam’s services under this Agreement or an Additional Selling Agent’s services under an Additional Selling Agent Agreement, the Company will pay to SAM, solely from the assets associated with the Series for which a Unit is subscribed, an annual 4% selling commission payable at the rate of 1/12 of 4% per month of the month-end net asset value of each such Unit; provided, however, that the maximum cumulative selling commission per Unit is limited to 10% of the initial public offering price for such Unit, although it is acknowledged and agreed that the actual cumulative selling commissions per Unit to be paid to SAM may be slightly less than 10% of the initial public offering price for such Unit due to the monthly accounting procedures described in the Partnership Agreement (which would otherwise cause the selling commission expense to be charged against a Unit to exceed 10% of such Unit’s initial public offering price in the next succeeding monthly allocation of profits and losses) and the necessity to maintain a uniform net asset value per Unit within a Sub-Series of a Series and to comply with FINRA’s NASD Conduct Rule 2810. Notwithstanding the foregoing, if a subscriber participates in an Additional Selling Agent’s asset-based or fixed-fee investment program and Units are purchased through such program, or if subscriber participates in a registered investment adviser’s asset-based fee or fixed-fee advisory program and the subscriber’s investment adviser recommends a portfolio allocation to the Units for which SAM serves as selling agent, such Units will not be subject to the annual 4% selling commissions (and the subscriber will

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be issued Series A-2 or Series B-2 Units, as applicable). The Fund and SCM acknowledge that SAM may pay all or any portion of the compensation paid to SAM hereunder to Additional Selling Agents pursuant to the terms of Additional Selling Agents Agreements between SAM and any such Additional Selling Agents.

     The appointment of SAM hereunder will terminate upon completion or termination of the Offering.

SECTION 3. CLOSING DATES, RELEASE OF FUNDS

     (a) The Initial Closing for the acceptance of subscriptions for Units of Currency is currently scheduled to be held on or before                     , 2008. Monthly Closings in the Continuing Offering for Units will thereafter be held as of the last day of each month.

     (be) Subject to its right to reject any subscription in its sole discretion in whole or in part at any time prior to acceptance, SCM, on behalf of the Company, will accept subscriptions for Units properly made and cause proper entry to be made in the Unit register to be maintained by SCM. No certificate evidencing Units will be issued to any subscriber; rather, SAM will deliver confirmations in its customary form to subscribers whose subscriptions have been accepted by SCM at each Closing.

     (c) At each Closing, the delivery, receipt, and acceptance of subscriptions for Units will be subject to the terms and conditions set forth in this Agreement, including payment of the full subscription price for Units and delivery of a properly completed Subscription Agreement by each subscriber.

     (d) Upon the satisfaction of such terms and conditions, the aggregate subscription price for Units will be paid and delivered to the Company at each Closing.

SECTION 4. REPRESENTATIONS AND WARRANTIES

     The Company and SCM represent and warrant to SAM as follows:

     (a) The Company has filed the Registration Statement with the Commission on _________, 2008. The Company has also filed copies of the Registration Statement with the Financial Industry Regulatory Authority (“FINRA”) pursuant to its NASD Conduct Rules and the National Futures Association (the “NFA”) in accordance with NFA Compliance Rule 2-13. At the time the Registration Statement becomes effective and at all times thereafter, including the Initial Closing and each Monthly Closing, the Registration Statement shall comply in all material respects with the applicable requirements of the 1933 Act, the 1933 Act Regulations, the Commodity Exchange Act (the “CEA”), the rules of the Commodity Futures Trading Commission (the “CFTC Rules”), and the rules of NFA. The Registration Statement and the Prospectus contain all statements and information required to be included therein by the CEA and the CFTC Rules. The Registration Statement, the Prospectus, and any Sales Information (as such terms are defined previously herein or in Section 8 hereof) authorized by the Company for use in connection with the Offering does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and, if applicable, at such later time as any Prospectus was filed with the Commission, the Prospectus will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, provided, however, that the representations and warranties in this Section 4(a) will not apply to statements in or omissions from such Registration Statement, Prospectus or any Sales Information made in reliance upon and in conformity with information furnished to the Company by SAM expressly regarding SAM for use in the Prospectus or Sales Information. The Sales Information will comply with the 1933 Act, the 1933 Act Regulations, the CEA, the CFTC Rules, FINRA’s NASD Conduct Rules and the rules of the NFA.

     (b) The Limited Partnership Agreement provides for the subscription for and sale of the Units; all action required to be taken by SCM and the Company as a condition to the sale of the Units to qualified subscribers therefor has been, or prior to each Closing will have been, taken; and, upon payment of the consideration therefor specified in each accepted Subscription Agreement, the Units will constitute valid limited partnership interests in the Company of the Series for which Units were subscribed.

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     (c) The Company has been duly formed and is validly existing as limited partnership in good standing under the laws of the State of Delaware with full power and authority to conduct its business as described in the Prospectus, and has been duly qualified to do business under the laws of, and is in good standing as such in, every jurisdiction where the conduct of its business requires such qualification, except where the failure to so qualify would not have a material adverse effect on the condition, financial or otherwise, or the business, operations or income of the Company (a “Material Adverse Effect”).

     (d) SCM is a corporation duly organized, validly existing, and in good standing under the laws of Grenada, and is qualified to do business and is in good standing as a foreign corporation under the laws of each jurisdiction in which the nature or conduct of its business requires such qualification and where the failure to be so qualified could materially adversely affect SCM’s ability to perform its obligations hereunder or under the Limited Partnership Agreement or as described in the Prospectus.

     (e) Each of the Company and SCM has full power and authority, as applicable, under applicable law, to conduct its business and perform its respective obligations, as applicable, under this Agreement and all other agreements referred to in the Prospectus or the Registration Statement to which the Company or SCM is a party.

     (f) SCM will have a net worth at each Closing sufficient in amount and satisfactory in form to meet the net worth requirements set forth in the Limited Partnership Agreement.

     (g) The Company does not own, directly or indirectly, other than in the ordinary course of its business, equity securities or any equity interest in any business enterprises.

     (h) This Agreement, and all other agreements referred to in the Prospectus or the Registration Statement to which the Company or SCM is a party have each been duly and validly authorized, executed and delivered by SCM on behalf of the Company and SCM, as applicable, and each constitutes a valid and binding agreement of the Company and SCM, as applicable, enforceable against the Company and SCM, as applicable, in accordance with its terms except to the extent limited by bankruptcy, reorganization, insolvency, moratorium and other laws of general application relating to or affecting the enforcement of creditors’ rights and by general equitable principles and except as rights to indemnity hereunder may be limited by applicable securities laws. The Company has full power and lawful authority to issue and sell the Units to be sold by it hereunder on the terms and conditions set forth herein, all necessary corporate proceedings therefor have been duly and validly taken, and no consent, approval, authorization or other order of any governmental authority is required in connection with such authorization, execution and delivery or with the authorization, issue and sale of the Units, except such as may be required under the 1933 Act or state securities laws.

     (i) The Units have been duly and validly authorized and, when issued and delivered pursuant to this Agreement, will be duly and validly issued, fully paid and nonassessable. The Units are not subject to preemptive rights of any security holder of the Company.

     (j) The consummation of the transactions herein contemplated and the fulfillment of the terms of this Agreement, and all other agreements referred to in the Prospectus or the Registration Statement to which the Company or SCM is a party, to be performed by the Company and SCM, as applicable, will not conflict in any material respect with or result in a material breach of any of the terms or provisions of, or constitute a material default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or SCM pursuant to the terms of any indenture, mortgage, deed of Company, agreement for money borrowed or any other material agreement or instrument to which the Company or SCM is a party, or by which the Company or SCM may be bound, or to which any of the property or assets of the Company or SCM are subject, nor will such action result in any violation of the provisions of the charter or the bylaws, certificate of limited partnership or partnership agreement, as applicable, of the Company or SCM, or any statute or any order, rule or regulation applicable to the Company or SCM of any court or any regulatory authority or other governmental body having jurisdiction over the Company or SCM, assuming satisfaction by SAM of the terms of this Agreement and full compliance by SAM and any other broker-dealers and their associated persons with all applicable statutes, orders, rules, or regulations in connection with the Offering.

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     (k) The financial statements of the Company and SCM, together with the related notes thereto, set forth in the Registration Statement and the Prospectus, fairly present the financial position and results of operations of the Company and SCM on the basis stated in the Registration Statement, at the respective dates and for the respective periods to which they apply. Such statements and related notes are accurate, complete and correct, comply as to form in all material respects with all applicable accounting requirements, including the 1933 Act Regulations, have been prepared in accordance with generally accepted accounting principles (“GAAP”), which were consistently applied throughout the periods involved, except as otherwise disclosed therein. Since the date of the statements of financial condition included in the Registration Statement, except as contemplated in the Prospectus, no events have occurred that have had a Material Adverse Effect. The summaries of such financial statements and other financial, statistical and pro forma information and related notes set forth in the Registration Statement and the Prospectus are (i) accurate and correct and fairly present the information purported to be shown thereby at the dates and for the periods indicated on a basis consistent with the audited financial statements of the Company and SCM and (ii) in compliance in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations.

     (l) Except as disclosed in the Registration Statement and Prospectus, there is not now pending or, to the knowledge of SCM, threatened, any action, suit or proceeding, before or by any court, governmental agency or body or self-regulatory organization to which SCM, any “principals” of SCM, as defined in CFTC Rule 4.10(e) (“SCM Principals”) or the Company is a party, which might result in a Material Adverse Effect, nor is SCM aware of any facts which would form the basis for the assertion of any material claim or liability that are not disclosed in the Registration Statement and Prospectus, and neither SCM nor any SCM Principal has received any notice of an investigation by the Commission, the CFTC, FINRA or the NFA regarding noncompliance by SCM, SCM Principals or the Company with the 1933 Act, the 1933 Act Regulations, the Securities Exchange Act of 1934, as amended (the “1934 Act”), any other federal securities laws, rules or regulations, the CEA, the CFTC Rules, or the rules of FINRA or the NFA, which action, suit, proceeding, or investigation resulted or might reasonably be expected to result in any material adverse change in the condition, financial or otherwise, business or prospects of SCM or of the Company, or which could be material to an investor’s decision to invest in any of the Company.

     (m) SCM and each SCM Principal have all federal, state, and foreign governmental, regulatory, self-regulatory, and exchange approvals, licenses, registrations, and memberships, and have effected all filings with federal, state, and foreign governmental regulators, self-regulatory organizations, and exchanges required to conduct their business and to act as described in the Registration Statement and the Prospectus, or required to perform their obligations under this Agreement and all other agreements referred to in the Prospectus or the Registration Statement to which the Company or SCM is a party. SCM is registered as a commodity pool operator under the CEA and is a member in good standing of the NFA. The SCM Principals identified in the Prospectus are all of the SCM Principals.

     (n) To the extent required under CFTC Rules and applicable CFTC staff no-action letters, the actual performance of all pools “operated” within the meaning of the CEA by SCM and of the SCM Principals is disclosed in the Prospectus.

     (o) The Company and SCM have filed all necessary federal, state, local and foreign income and franchise tax returns and have paid, or are contesting in good faith, all taxes shown as due thereon; and SCM has no knowledge of any tax deficiency which has been or might be asserted against the Company or SCM, which would result in a Material Adverse Effect.

     (p) All contracts and other documents of the Company or SCM which are, under the 1933 Act Regulations, required to be filed as exhibits to the Registration Statement have been so filed.

     (q) The conduct of the businesses of the Company and SCM is in compliance in all respects with applicable federal, state, local and foreign laws and regulations, except where the failure to be in compliance would not have a Material Adverse Effect. The Company and SCM are in possession of all necessary licenses, permits, consents, certificates, orders, and other governmental authorizations currently required for the conduct of their respective businesses, except where failure to obtain such licenses, permits, consents, certificates, orders or other governmental authorizations would not have a Material Adverse Effect, and all such licenses, permits, consents, certificates, orders and other governmental authorizations are in full force and effect and neither the Company nor SCM has received any notice of proceedings related to the revocation or modification thereof, and the Company and SCM are in all

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material respects complying therewith; the expiration of any such licenses, permits, consents, certificates, orders and other governmental authorizations would not materially affect their operations; and none of the activities or businesses of the Company or SCM is in violation of, or causes the Company or SCM to violate, any material law, rule, regulation or order of the United States, any state, county or locality, or any agency or body of the United States or of any state, county or locality.

     (r) Neither the Company nor SCM is in violation, breach or default of or under its charter or bylaws, certificate of limited partnership or limited partnership agreement, as applicable, or any material bond, debenture, note or other evidence of indebtedness or any material contract, agency agreement, indenture, mortgage, loan agreement, lease, joint venture or other material agreement or instrument to which the Company or SCM is a party or by which it or any of its properties may be bound, or is in material violation of any federal, foreign, state or local law, order, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, which violation would have a Material Adverse Effect.

     (s) The Company will make and keep accurate books and records reflecting the assets associated with each of its Series and maintain internal accounting controls which provide reasonable assurance that (i) transactions are executed with management’s authorization; (ii) transactions are recorded as necessary to permit preparation of the Company’s financial statements and to maintain accountability for the assets of the Company; (iii) access to the assets of the Company is permitted only in accordance with management’s authorization; and (iv) the reported account of the assets of the Company compared with existing assets at reasonable intervals.

     (t) The Company knows of no outstanding claims for finder’s, origination or underwriting fees with respect to the sale of the Units except as contemplated herein.

     (u) All material transactions between the Company or SCM and the officers, directors, partners or shareholders who beneficially own more than 5% of any class of the Company’s voting securities required to be disclosed under the rules of the Commission, have been accurately disclosed in the Registration Statement and the Prospectus, and, except as noted therein, the terms of each such transaction are fair to the Company and no less favorable to the Company than the terms that could have been obtained from unrelated parties.

     Any certificate signed by an officer of SCM and delivered to SAM or its counsel that refers to this Agreement will be deemed to be a representation and warranty by SCM to SAM as to the matters covered thereby with the same effect as if such representation and warranty were set forth herein.

     SAM represents and warrants to the Company and SCM that it is registered with the Commission as a broker-dealer and is a member in good standing of FINRA and (i) it will comply fully with all applicable statutes, rules and regulations applicable to broker-dealers and the sale of securities to the public in any jurisdiction in which it will offer Units, (ii) it is a validly existing corporation and is in good standing under the laws of its jurisdiction of incorporation and has full corporate power and authority to perform its obligations under this Agreement, (iii) this Agreement has been duly and validly authorized, executed and delivered on its behalf and constitutes a valid and binding agreement of SAM enforceable against SAM in accordance with its terms, and (iv) it is aware of the requirements of the USA PATRIOT Act, the regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control and other applicable federal anti-money laundering laws and regulations (collectively, the “AML Laws”), it has adopted and has in place anti-money laundering policies and procedures reasonably designed to verify the identity and source of funds of each subscriber to be introduced to the Company by SAM, such policies and procedures are properly enforced and are consistent with the AML Laws, and it will take all reasonable steps to assure itself that subscribers for Units introduced to the Company by SAM are not individuals, entities or countries that may subject the Company or SCM to criminal or civil violations of any AML Laws.

SECTION 5. COVENANTS OF THE COMPANY

     The Company and SCM hereby covenant with SAM as follows:

     (a) SCM will not file any amendment to the Registration Statement without giving SAM a reasonable period of time to review such amendment prior to filing or to which SAM reasonably objects, unless advised by counsel that doing so is required by law. SCM will notify the SAM immediately, (i) when any amendment to the Registration Statement shall have become effective or any supplement (not including any monthly report) to the Prospectus is filed, (ii) of the receipt of any further comments from the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body with respect to the Registration Statement, (iii) of any request by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body for any further amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information relating thereto, (iv) of any material criminal, civil or administrative proceedings against or involving SCM or the Company, (v) of the issuance by the SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body of any order suspending the effectiveness of the Registration Statement under the 1933 Act, the registration or NFA membership of SCM as a “commodity pool operator” or the registration of the Units under the Blue Sky or securities laws of any state or other jurisdiction or any order or decree enjoining the offering or the use of the then current Prospectus or any Sales Information or of the institution, or notice of the intended institution, of any action or proceeding for that purpose, or (vi) of any threatened action of the type referred to in clauses (iii) through (v) of which SCM is aware. In the event any order of the type referred to in clause (v) is issued, SCM agrees to use best efforts to obtain a lifting or rescinding of such order at the earliest feasible date.

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     (b) SCM will deliver to SAM as many conformed copies of the Registration Statement as originally filed and of each amendment thereto, together with exhibits, as SAM may reasonably request, and will also deliver to SAM such number of conformed copies of the Registration Statement as originally filed and as of each amendment thereto without exhibits as SAM shall reasonably request.

     (c) SCM will deliver to SAM as promptly as practicable from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the Prospectus (as amended or supplemented) and of the Sales Information as SAM may reasonably request for the purposes contemplated by the 1933 Act or the 1933 Act Regulations.

     (d) SCM will deliver to SAM: (i) copies of all “Blue Sky” and other state securities law clearances obtained by the Company and (ii) copies of all monthly and annual reports, and of any other communications, sent to the unitholders.

     (e) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, SCM and the Company will comply with all requirements imposed upon them by the 1933 Act, the 1933 Act Regulations, the CEA and the CFTC Rules, as from time to time in force, so far as necessary to permit the continuance of sales of the Units during such period in accordance with the provisions hereof and as set forth in the Prospectus.

     (f) If any event shall occur as a result of which it is necessary, in the reasonable opinion of SCM or SAM, to amend or supplement the Prospectus in order (i) to make the Prospectus not materially misleading in the light of the circumstances existing at the time it is delivered to a subscriber, or (ii) to conform with applicable CFTC or SEC regulations, SCM shall forthwith prepare and furnish to SAM, at the expense of SCM, a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Prospectus which will amend or supplement the Prospectus so as to effect the necessary changes. No such amendment or supplement shall be filed or used without the approval of SAM.

SECTION 6. COMPLIANCE WITH RULE 2810 AND GENERAL LAWS

     (a) It is understood that SAM has no commitment with regard to the sale of the Units other than to use its best efforts. In connection with the offer and sale of the Units, SAM represents that it will comply fully with all applicable laws, and the rules and interpretations of the NASD, the SEC, the CFTC, state securities administrators and any other regulatory body. In particular, and not by way of limitation, SAM represents and warrants that it is familiar with Rule 2810 of the NASD Conduct Rules and that it will comply fully with all the terms thereof in connection with the offering and sale of the Units. SAM will not execute any sales of Units from a discretionary account over which it has control without prior written approval of the customer in whose name such discretionary account is maintained.

     (b) SAM agrees not to recommend the purchase of Units to any subscriber unless SAM shall have reasonable grounds to believe, on the basis of information obtained from the subscriber concerning, among other things, the subscriber’s investment objectives, other investments, financial situation and needs, that (to the extent relevant for the purposes of Rule 2810 and giving due consideration to the fact that the Company is in no respects a “tax shelter”) the subscriber is or will be in a financial position appropriate to enable the subscriber to realize to a significant extent the benefits of an investment in a Series, including the tax benefits (if any) described in the Prospectus; the subscriber has a fair market net worth sufficient to sustain the risks inherent in participating in such Series; and the Units in such Series are otherwise a suitable investment for the subscriber. SAM agrees to maintain such records as are required by the applicable rules of FINRA and the state securities commissions for purposes of determining investor suitability. In connection with making the foregoing representations and warranties, SAM further represents and warrants that it has, among other things, examined the following sections in the Prospectus and obtained such additional information from SCM regarding the information set forth thereunder as SAM has deemed necessary or appropriate to determine whether the Prospectus adequately and accurately discloses all material facts relating to an investment in the Series and provides an adequate basis to subscribers for evaluating an investment in the Units:

“The Risks You Face”

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“Superfund Capital Management Inc.”
“Management’s Discussion and Analysis of Prospective Operations”
“Conflicts of Interest”
“Charges”
“Use of Proceeds”
“Distributions; Redemptions; Exchanges; Net Asset Value
“Federal Income Tax Aspects”
“The Futures and Forward Markets”
“Investment Considerations”

     In connection with making the representations and warranties set forth in this paragraph, SAM has not relied on inquiries made by or on behalf of any other parties.

     SAM agrees to inform all prospective purchasers of Units of all pertinent facts relating to the liquidity and marketability of the Units as set forth in the Prospectus.

     (c) All payments for subscriptions may be made by subscriber check payable to “Superfund Gold, L.P. — Series A Escrow Account” or “Superfund Gold, L.P. — Series B Escrow Account” for deposit in the Company’s accounts at such bank identified in the Prospectus, or a supplement thereto, or otherwise identified by SCM), and submitted to SCM. Such payments will be transmitted to the Company’s bank by noon, New York time, on the business day (in the case of foreign dealers, as soon as practicable) following receipt thereof in accordance with the procedures set forth in the Prospectus and the Subscription Agreement.

     (d) The SAM and the SCM may make such other arrangements regarding the transmission of subscriptions as they may deem convenient or appropriate; provided that any such arrangement must comply in all relevant respects with SEC Regulation 15c2-4 to the extent applicable.

SECTION 7. PAYMENT OF EXPENSES

     SCM or the Company, as the case may be, shall pay all expenses incident to the performance of the obligations of the Company under this Agreement, as set forth in the Prospectus, including, without limitation, the following: (i) the fees and disbursements of the Company’s counsel, accountants and other advisors; (ii) the qualification of the Units under all applicable securities or Blue Sky laws, including filing fees and the fees and disbursements of counsel in connection therewith and in connection with the preparation of a Blue Sky memorandum; (iii) the printing and delivery to SAM in such quantities as SAM reasonably request of copies of the Registration Statement and the Prospectus, as amended or supplemented and all other documents in connection with this Agreement; (iv) filing fees incurred in connection with the review of the Offering by the Commission (it being understood that SAM shall bear the filing and review fees of FINRA).

SECTION 8. INDEMNIFICATION

     (a) SCM agrees to indemnify and hold harmless SAM and any Additional Selling Agent, its respective officers, directors, agents, servants and employees and each person, if any, who controls SAM within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against any and all loss, liability, claim, damage or expense whatsoever (including but not limited to settlement expenses), joint or several, that any indemnified party may suffer or to which any indemnified party may become subject under all applicable federal and state laws or otherwise, and to promptly reimburse any indemnified party upon written demand for any expenses (including fees and disbursements of counsel) incurred by such indemnified party in connection with investigating, preparing or defending any actions, proceedings or claims (whether commenced or threatened) to the extent such losses, claims, damages, liabilities or actions: (i) arise out of or are based upon any untrue statement of a material fact contained in (a) the Registration Statement (or any amendment or supplement thereto), the Prospectus (or any amendment or supplement thereto), (b) any application or other instrument or document of the Company or based upon written information supplied by the Company or their representatives filed in any state or jurisdiction to register or qualify any or all of the Units under the securities laws thereof (collectively, the “Blue Sky Application”), or (c) any application or other document, advertisement, or written communication (“Sales Information”) prepared, made or executed by or, with its consent, on behalf of the Company, or based upon written or oral information furnished by,

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or with its consent, on behalf of the Company, in connection with or in contemplation of the transactions contemplated by this Agreement and approved in writing by the Company; (ii) arise out of or are based upon the omission to state in any of the foregoing documents or information a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; or (iii) arise from any theory of liability whatsoever relating to or arising from or based upon the Registration Statement (or any amendment or supplement thereto), preliminary or final Prospectus (or any amendment or supplement thereto), Blue Sky Application or Sales Information or other documentation distributed in connection with the Offering; provided, however, that no indemnification is required under this paragraph (a) to the extent such losses, claims, damages, liabilities or actions arise out of or are based upon any untrue statements in, or material omission from, the Registration Statement (or any amendment or supplement thereto), Prospectus or Sales Information made in reliance upon and in conformity with information furnished to the Company by SAM regarding SAM expressly for use in the Prospectus.

     (b) SAM agrees to indemnify and hold harmless SCM and the Company, their respective directors, officers, agents, servants and employees, and each person, if any, who controls SCM and the Company within the meaning of Section 15 of the 1933 Act or Section 20(a) of the 1934 Act, against any and all loss, liability, claim, damage or expense whatsoever (including but not limited to settlement expenses), joint or several, that SCM or the Company or any of them may suffer or to which the SCM or the Company or any of them may become subject under all applicable federal and state laws or otherwise, and to promptly reimburse SCM and/or the Company and any such persons upon written demand for any expenses (including fees and disbursements of counsel) incurred by SCM or the Company or any of them in connection with investigating, preparing or defending any actions, proceedings or claims (whether commenced or threatened) to the extent such losses, claims, damages, liabilities or actions arise out of or are based upon (i) any untrue statement of a material fact contained in the Registration Statement (or any amendment or supplement thereto) or the Prospectus (or any amendment or supplement thereto), the Sales Information, or arise out of or are based upon the omission to state in any of the foregoing documents a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (ii) any violation of law, regulation, or rule of any self-regulatory organization of which SAM is a member in connection with the offer or sale of Units or (iii) any breach of this Agreement; provided, however, that SAM’s obligations under clause (i) of this Section 8(b) with respect to any statement or omission will exist only if, and only to the extent, that such untrue statement or alleged untrue statement was made in, or such material fact or was omitted from the Registration Statement (or any amendment or supplement thereto) or the Prospectus (or any amendment or supplement thereto) or the Sales Information in reliance upon and in conformity with information furnished to the Company by SAM regarding Atrium Securities expressly for use in the Prospectus.

     (c) Each indemnified party must give prompt written notice to each indemnifying party of any action, proceeding, claim (whether commenced or threatened), or suit instituted against it in respect of which indemnity may be sought hereunder. No indemnification will be available to any party who fails to give notice as provided in this Section 8(c) if the party to whom notice was not given was unaware of the proceeding to which such notice would have related and was prejudiced by the failure to give such notice, but otherwise the omission so to notify the indemnifying party will not relieve it from any liability that it may have to an indemnified party under this Section 8. An indemnifying party may participate at its own expense in the defense of such action. In addition, if it so elects within a reasonable time after receipt of such notice, an indemnifying party, jointly with any other indemnifying parties receiving such notice, may assume the defense of such action with counsel chosen by it and approved by the indemnified parties that are defendants in such action, and such indemnified parties will not be liable for any fees and expenses of such counsel for the indemnified parties incurred thereafter in connection with such action, proceeding or claim, other than reasonable costs of investigation. In any action, proceeding or claim, the indemnified party will have the right to retain its own counsel, but the fees and disbursements of such counsel will be at its own expense unless (i) the parties to any such action, proceeding or claim include both the indemnifying party and the indemnified party and (ii) representation of both parties by the same counsel reasonably would be deemed inappropriate due to actual or potential conflicting interests between them. In no event will the indemnifying parties be liable for the fees and expenses of more than one separate firm of attorneys (other than any special counsel that said firm may retain) for each indemnified party in connection with any one action, proceeding or claim or separate but similar or related actions, proceedings or claims in the same jurisdiction arising out of the same general allegations or circumstances.

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SECTION 9. CONTRIBUTION

     In order to provide for just and equitable contribution in circumstances in which the indemnification provided for in Section 8 is due in accordance with its terms but is for any reason held by a court to be unavailable from SCM or SAM, SCM or SAM will contribute to the aggregate losses, claims, damages and liabilities (including any investigation, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claims asserted, but after deducting any contribution received by the SCM or SAM from persons other than the other party thereto, who may also be liable for contribution) to the party entitled to indemnification in such proportion so that SAM is responsible for that portion represented by the percentage that the fees paid to SAM pursuant to Section 1 of this Agreement (not including expenses) bears to the gross proceeds received by the Company from the sale of the Units in the Offering and SCM will be responsible for the balance. If, however, the allocation provided above is not permitted by applicable law, then each indemnifying party will contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the SCM on the one hand and SAM on the other in connection with the statements or omissions which resulted in such losses, claims, damage or liabilities (or actions, proceedings or claims in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the SCM on the one hand and SAM on the other will be deemed to be in the same proportion as the total gross proceeds from the Offering (before deducting expenses) received by the Company bears to the total fees (not including expenses) received by SAM. The relative fault will be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or other omission or alleged omission to state a material fact relates to information supplied by SCM (on behalf of the Company) on the one hand or SAM on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. SCM and SAM agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to above in this Section 9. The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions, proceedings or claims in respect thereof referred to above in this Section 9 will be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action, proceeding or claim. It is expressly agreed that SAM will not be liable for any loss, liability, claim, damage or expense or be required to contribute any amount which in the aggregate exceeds the amount paid to SAM under the Agreement. It is understood that the above-stated limitation on SAM’s liability is essential to SAM and that SAM would not have entered into this Agreement if such limitation had not been agreed to by the parties to this Agreement. No person found guilty of any fraudulent misrepresentation (within the meaning of Section 11 (f) of the 1933 Act) will be entitled to contribution from any person who was not also found guilty of such fraudulent misrepresentation. The obligations of SCM and SAM under this Section 9 and under Section 8 hereof will be in addition to any liability which SCM and SAM may otherwise have. For purposes of this Section 9, each of SAM’s officers and directors and each person, if any, who controls SAM within the meaning of the 1933 Act and the 1934 Act will have the same rights to contribution as each officer and director of SCM and each person, if any, who controls SCM within the meaning of the 1933 Act and the 1934 Act, and each officer and director of SCM, will have the same rights to contribution as SAM or SCM, respectively. Any party entitled to contribution, promptly after receipt of notice of commencement of any action, suit, claim or proceeding against such party in respect of which a claim for contribution may be made against another party under this Section 9, will notify such party from whom contribution may be sought. No person will be entitled to contribution hereunder who fails to give notice as provided in this Section 9 if the party to whom notice was not given was unaware of the proceeding to which such notice would have related and was prejudiced by the failure to give such notice, but otherwise the omission so to notify the party from whom contribution is sought will not relieve it from any liability that it may have to a party seeking contribution under this Section 9.

SECTION 10. TERMINATION

     SAM shall have the right to terminate its participation under this Agreement at any time for cause and at any time after the end of the Initial Offering Period upon fifteen (15) business days’ prior written notice of such termination to SCM. SCM may terminate the offering of the Units at any time upon fifteen (15) business days’ prior written notice to SAM.

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SECTION 11. SURVIVAL

     Irrespective of the expiration or termination of this Agreement, Sections 2, 5, 8 and 9 hereof shall survive, and all applicable provisions of this Agreement with respect to outstanding Units.

SECTION 12. SERIES ACKNOWLEDGEMENT

     The parties hereto acknowledge and agree that the Company is organized as a “series” limited partnership pursuant to Section 17-218 of the Delaware Revised Uniform Limited Partnership Act and that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable only against the assets of such Series and not against the assets of the Company generally or any other Series. By way of example and not limitation, any selling commission payable to SAM hereunder in connection with the sale of a Unit, shall be payable only from the assets associated with the Series of which such Unit is a unit and SAM shall have no claim against the Company generally or any other Series therefor.

SECTION 13. MISCELLANEOUS

     All communications hereunder shall be in writing and, if sent to SCM or the Company, shall be mailed, delivered or telecopied and confirmed to SCM at: Otway Building, PO Box 1479 Grand Anse, St. George’s Grenada, West Indies, Attention: President. If sent to SAM, shall be mailed, delivered or telecopied and confirmed to it at 180 North LaSalle Street, Suite #3250, Chicago, Illinois 60601, Attention: President. Notices shall be effective when actually received.

     This Agreement is made solely for the benefit of and will be binding upon the parties hereto and their respective successors and the controlling persons, directors and officers referred to in Section 8 hereof and no other person will have any right or obligations hereunder. The term “successor” does not include any purchaser of any of the Units.

     This Agreement will be governed by and construed in accordance with the law of the State of Illinois without regard to principles of conflicts of law thereof.

     This Agreement may be signed in various counterparts which together will constitute one agreement.

[Signatures follow]

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     If the foregoing correctly sets forth the arrangement among the Company, SCM and SAM, please indicate acceptance thereof in the space provided below for that purpose, whereupon this letter and SAM’s acceptance will constitute a binding agreement.

Very truly yours, SUPERFUND GOLD, L.P. By: Superfund Capital Management, Inc., its General Partner
By:
	Nigel James
	President
SUPERFUND CAPITAL MANAGEMENT, INC.
By:
	Nigel James
	President

Accepted as of the date first above written. SUPERFUND ASSET MANAGEMENT, INC.
By:
	Aaron Smith, President

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EXHIBIT A

ADDITIONAL SELLING AGENT AGREEMENT

Made on Date between:

Superfund Asset Management Inc.
489 Fifth Avenue
New York, NY 10017

And

Company Name
Street Address
City, State Zip

(sometimes hereinafter called the “Additional Selling Agent”)

Whereas:

A.	Superfund Capital Management, Inc. (“SCM”) is an International Business Company registered on the 11th day of November, 1999 pursuant to CAP 152 of the 1990 Revised Laws of Grenada Company No. 1102 of 1999 — 2046, and is the general partner of Superfund Gold, L.P. (the “Partnership”).
B.	Superfund Asset Management, Inc. (“SAM”) is a registered broker-dealer and member of the Financial Industry Regulatory Authority (“FINRA”) and has been appointed by the Partnership as exclusive marketing agent to assist the Partnership with the solicitation of subscriptions for “Units” (as hereinafter defined) in the Partnership.

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C.	The “Additional Selling Agent” is a registered broker-dealer and member of FINRA and is organized in accordance with the laws of the state or country of its formation.
D.	“Units” means limited partnership units in the Partnership, which are expressly announced to the Additional Selling Agent as covered by this Agreement.

Now in consideration of the mutual promises and agreements contained in this Additional Selling Agent Agreement, including all attached schedules (collectively, the “Agreement”), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows:

1. Appointment of the Additional Selling Agent

1.1	SAM hereby invites the Additional Selling Agent to participate as an additional selling agent on a non-exclusive, non-transferable and non-assignable basis to offer for sale Units. The Additional Selling Agent hereby accepts such invitation and agrees to participate in such offer for sale on the terms and conditions set out in this Agreement.
1.2	The Additional Selling Agent warrants that it has obtained all necessary licenses and authorizations of all applicable authorities to engage in the activities covered by this Agreement and the Additional Selling Agent shall immediately inform SAM in writing if at any time such license or authorization expires or is withdrawn. Without limiting the foregoing, Additional Selling Agent represents and warrants that it is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is a member in good standing of FINRA. The Additional Selling Agent acknowledges its understanding that it is not entitled to any remuneration or other compensation hereunder for any period during which it has been suspended or expelled from membership in FINRA.
1.3	The Additional Selling Agent shall comply fully with all applicable laws, and the rules and interpretations of FINRA (inclusive of its NASD Conduct Rules), the Securities and Exchange Commission (“SEC”), state securities administrators and any other regulatory body having jurisdiction over the Additional Selling Agent and agrees that under no circumstances shall the Additional Selling Agent engage in any activities hereunder in any jurisdiction (i) in which SAM has not informed the Additional Selling Agent that the Units are qualified for sale or are exempt under the applicable securities or Blue Sky laws

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	thereof or (ii) in which the Additional Selling Agent may not lawfully engage. In particular, and not by way of limitation, SAM represents and warrants that it is familiar with Rule 2810 of FINRA’s NASD Conduct Rules and that it will comply fully with all the terms thereof in connection with the offering and sale of the Units.
1.4	The Additional Selling Agent understands and agrees that the Partnership reserves the right to cancel or refuse or terminate, in whole or in part, any instruction or application to subscribe for Units or contract for purchase of any Units. The Additional Selling Agent agrees that no commission will be due or owing to the Additional Selling Agent on any transactions, which are refused or cancelled.
1.5	The Additional Selling Agent shall perform the services hereunder as an independent contractor and not as an employee of the Partnership or SAM. Nothing in the Agreement shall constitute or is deemed to constitute a partnership, joint venture, agency, trust, formal business organization, separate legal entity or other association of any kind between the parties hereto. The Additional Selling Agent shall have no authority to bind or act on behalf of the Partnership or SAM. Except as specifically provided by this Agreement, Additional Selling Agent shall not act or represent or hold itself out as having authority to act as agent or partner of the Partnership or SAM, or in any way bind or commit the Partnership or SAM to any obligations. Any such act will create a separate liability of Additional Selling Agent to any and all third parties affected as a consequence. The rights, duties, obligations and liabilities of the parties shall be several and not joint or collective and each party shall be responsible individually only for its obligations described by this Agreement.

2. Duties of the Additional Selling Agent

2.1 The Additional Selling Agent:

(a) shall not make any representation other than as set out in the sales documents, the currently effective Registration Statement or the Prospectus contained therein (“the Prospectus”), or similar documents issued by the Partnership (collectively, “Sales Materials”), or give or make any warranty on behalf of the Partnership or SAM. The Additional Selling Agent acknowledges that it has received copies of the Partnership’s Sales Materials, as amended and supplemented to the date hereof, and acknowledges that it has access to the Partnership’s current effective Registration Statement and amendments thereto through the SEC’s EDGAR database or, otherwise, has requested and received copies of the same from SAM;

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(b)

shall observe the terms and conditions relating to the promotion of the Partnership and to the issuance and sale of the Units whether contained in the Sales Materials issued by the Partnership or in any directions of SAM provided to the Additional Selling Agent, or imposed by law or regulations having the force of law in any country or territory in which the Additional Selling Agent is promoting the Units or in which any investor or potential investor in the Units is a resident or of which such investor is a citizen or national and, in particular, but without limitation, the Additional Selling Agent shall not promote the Units or procure or seek to procure subscriptions for the Units from any person (whether an individual, firm or corporation) who is not eligible by reason of nationality or otherwise, to invest in the Units; and

(c)

acknowledges its responsibility under applicable law to make every reasonable effort to determine that the purchase of Units is a suitable and appropriate investment for each person to whom Additional Selling Agent introduces Units, based on information provided by such person.

2.2	In connection with its activities under this Agreement, the Additional Selling Agent shall use only such Sales Materials as have been approved by the Partnership or SAM. SAM shall obtain approval for such Sales Materials to the extent legally required by the supervisory authority in any relevant jurisdiction prior to their use. The Additional Selling Agent shall not circulate any Sales Materials, which have been withdrawn or supplemented.
2.3	The Additional Selling Agent shall have no authority to accept applications for Units on behalf of the Partnership and shall in no circumstances have any power to enter into a transaction on behalf or in any other way to bind the Partnership or SAM.
2.4	The Additional Selling Agent warrants to observe the conduct of business rules applicable in any state or territory in which the Additional Selling Agent is promoting the Units or — if applicable — in which any investor or potential investor in the Units is a resident or of which such investor is a citizen or national. It is the Additional Selling Agent’s duty to inform investors and potential investors in a reasonable manner about the Units and about the risks of investing in them, as presented and disclosed in the Partnership’s Sales Materials, and to observe the terms and conditions relating to the sale and distribution of Units imposed by law or regulations having the force of law in any applicable state or territory.

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2.5	Additional Selling Agent recognizes and acknowledges that all rights and goodwill in or to any and all trademarks, trade names and logos of the Partnership or SAM (each a “Mark”) belong solely and exclusively to the Partnership, SAM and/or their respective licensors, and that all rights resulting from Additional Selling Agent’s use of any Mark shall inure to the sole and exclusive benefit of the Partnership, SAM and/or their respective licensors. Additional Selling Agent’s use of a Mark shall be in a form and manner satisfactory to SAM (which shall exercise its commercially reasonable discretion in determining whether such use is of a satisfactory quality and standard), and in compliance with any applicable country-of-origin labeling requirements. Additional Selling Agent’s use of any Marks shall be restricted to and coextensive with the performance of all of Additional Selling Agent’s duties under this Agreement, shall cease immediately in the event this Agreement is terminated, and shall not be construed as conferring upon Additional Selling Agent any right or interest in or to such trademarks, trade names, or logos or to any registration thereof.
2.6	In connection with the performance of its duties hereunder, the Additional Selling Agent shall use only those Sales Materials provided by SAM or otherwise approved by SAM in writing prior to use.
2.7	Additional Selling Agent agrees not to recommend the purchase of Units to any subscriber unless Additional Selling Agent shall have reasonable grounds to believe, on the basis of information obtained from the subscriber concerning, among other things, the subscriber’s investment objectives, other investments, financial situation and needs, that (to the extent relevant for the purposes of NASD Conduct Rule 2810 and giving due consideration to the fact that the Partnership is in no respects a “tax shelter”) the subscriber is or will be in a financial position appropriate to enable the subscriber to realize to a significant extent the benefits of an investment in Units, including the tax benefits (if any) described in the Prospectus; the subscriber has a fair market net worth sufficient to sustain the risks inherent in participating in the Partnership; and the Units are otherwise a suitable investment for the subscriber. Additional Selling Agent agrees to maintain such records as are required by the applicable rules of FINRA and the state securities commissions for purposes of determining investor suitability. In connection with making the foregoing representations and warranties, Additional Selling Agent further represents and warrants that it has, among other things, examined the following sections in the Prospectus and obtained such additional information

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from SAM regarding the information set forth thereunder as Additional Selling Agent has deemed necessary or appropriate to determine whether the Prospectus adequately and accurately discloses all material facts relating to an investment in the Partnership and provides an adequate basis to subscribers for evaluating an investment in the Units:

“The Risks You Face”
“Superfund Capital Management Inc.”
“Management’s Discussion and Analysis of Prospective Operations”
“Conflicts of Interest”
“Charges”
“Use of Proceeds”
“Distributions; Redemptions; Exchanges; Net Asset Value”
“Federal Income Tax Aspects”
“The Futures and Forward Markets”
“Investment Considerations”

In connection with making the representations and warranties set forth in this paragraph, Additional Selling Agent has not relied on inquiries made by or on behalf of any other parties.

Additional Selling Agent agrees to inform all prospective purchasers of Units of all pertinent facts relating to the liquidity and marketability of the Units as set forth in the Prospectus.

3. Duties of SAM

SAM shall support the Additional Selling Agent concerning the offering and distribution of the Units by providing the Additional Selling Agent with such sales documents and promotional brochures as have been approved by the Partnership or SAM, including copies of the Prospectus and on a timely basis, any amendments and supplements thereto, without charge, and providing the Additional Selling Agent with such current information or modifications regarding the Partnership or the distribution of Units as may be necessary for the Additional Selling Agent to perform its duties hereunder.

4. Territory

The Additional Selling Agent is authorized to promote, offer, sell, distribute and deliver Units only in states in which both the Additional Selling Agent is properly registered and authorized to do business and in which the Partnership has registered the offering of Units pursuant to applicable state “Blue Sky” laws.

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5. Compensation

The remuneration payable to the Additional Selling Agent on transactions based on the net asset value of Units is set out in the attached Schedule I. All fees shall be paid monthly in arrears no later than the 20^th calendar day of such subsequent month according to Schedule I based on the net asset value of Units which the Additional Selling Agent is credited as having been sold. The Partnership shall have the right, in its sole discretion, to evaluate potential purchasers procured by the Additional Selling Agent and decline to sell Units to any potential purchaser for any reason. Nothing in this Agreement shall be construed so as to require any payment to the Additional Selling Agent for procuring potential purchasers who, for any reason, do not purchase Units.

Notwithstanding any other provision of this Agreement, Additional Selling Agent shall not be entitled to compensation in respect of a sale of Units if SAM determines that another authorized additional selling agent is primarily responsible for or should otherwise be credited with such sale. In making this determination, SAM will endeavor to act fairly. Any dispute between two or more additional selling agents shall be conclusively resolved by SAM.

6. Prevention of Money Laundering

6.1 The Additional Selling Agent represents and warrants that it is aware of the requirements of the USA PATRIOT Act, the regulations administered by the U.S. Department of Treasury’s Office of Foreign Assets Control and other applicable federal anti-money laundering laws and regulations (collectively, the “AML Laws”), it has adopted and has in place anti-money laundering policies and procedures reasonably designed to verify the identity and source of funds of each subscriber to be introduced to the Partnership by the Additional Selling Agent such policies and procedures are properly enforced and are consistent with the AML Laws, and it will take all reasonable steps to assure itself that subscribers for Units introduced to the Partnership by the Additional Selling Agent are not individuals, entities or countries that may subject the Partnership, SAM or SCM to criminal or civil violations of any AML Laws. In the event that SAM, SCM or the Partnership requires information or is required by any competent authority to provide information as to the identity of investors or in the event that any form of money laundering is suspected, the Additional Selling Agent agrees to make a full disclosure of such information to SAM and all appropriate authorities. The Additional Selling Agent will retain the evidence of verification of identity and records of all transactions for at least five years following the ending of the relationship with any person for whom orders for the subscription of Units have been effected.

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6.2

SAM reserves the right to seek and the Additional Selling Agent agrees to supply to the Partnership, SCM and SAM and/or any designated representative of them, without undue delay, such documentation as it may request in order to satisfy itself as to the essential facts relative to the Additional Selling Agent and any suspected or potential money laundering. If the Additional Selling Agent fails to supply such documentation as requested by the Partnership, SCM, SAM and/or any representative of either of them within a reasonable period of time, this Agreement may be terminated for cause at the sole discretion of SAM in accordance with Subsection 7.1 hereof. In the event that the Partnership, SCM, SAM, and/or any representative of either of them is required by any competent authority to provide information as to the identity of the Additional Selling Agent or in the event that money laundering is suspected, the Additional Selling Agent agrees to make a full disclosure of all relevant information to the Partnership, SCM, SAM, and all appropriate authorities.

6.3

The Additional Selling Agent warrants and agrees to indemnify the Partnership, SCM and SAM and hold the Partnership, SCM and SAM harmless from and against any and all liabilities, losses, damages, claims and expenses, including attorneys’ and other legal fees, in connection with any breach of the Additional Selling Agent’s obligations under this Section 6 of this Agreement.

7. Termination

7.1

SAM may terminate or suspend this Agreement immediately if any licenses or approvals required of the Additional Selling Agent are suspended, expire or are revoked or if the Additional Selling Agent is otherwise unable to perform its duties hereunder, or if any finding of wrongdoing or breach of any applicable laws or regulations is made against it or if the Additional Selling Agent breaches any term or conditions of this Agreement.

7.2

Either Party may terminate this Agreement without cause upon 30 days written notice given to the other party. In the event that SAM terminates this Agreement without cause under this Subsection 7.2, then the Additional Selling Agent shall be entitled to receive the remuneration identified herein for an additional eighteen (18) months subsequent to the termination of this Agreement provided, however, that the Additional Selling Agent continues to comply with all of its obligations hereunder during said period of time, and subject to FINRA’s NASD Conduct Rule 2810 relating to maximum permissible sales compensation.

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7.3 If this Agreement is terminated by the Additional Selling Agent, or by SAM pursuant to Article 7.1, then the Additional Selling Agent shall not be entitled to any commissions, or any other remuneration (other than accrued but unpaid commissions), subsequent to the first to occur of (i) the suspension, expiration or revocation of any licenses or approvals required of the Additional Selling Agent, or (ii) the date that Additional Selling Agent is otherwise unable to perform its duties hereunder, or (iii) the date of any wrongdoing or breach of any applicable laws or regulations or this Agreement by Additional Selling Agent, or (iv) the date of termination hereof.

8. Indemnification

8.1 SAM agrees to indemnify and hold harmless the Additional Selling Agent and each person, if any, who controls such person within the meaning of Section 15 of the Securities Act of 1933 (the “Securities Act”) against any and all losses, claims, damages, costs, expenses, liabilities, joint or several (including any investigatory, legal and other expenses incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), and actions to which they, or any of them, may become subject under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, costs, expenses, liabilities or actions arise out of or are based upon any untrue statement of a material fact contained in any preliminary prospectus, the Prospectus or any amendment or supplement thereto, or the omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading (in the case of the Prospectus, of any amendment or supplement thereto, in the light of the circumstances under which such statements were made); provided, however, that in no event shall the indemnification agreement contained in this Subsection 8.1 of Section 8 inure to the benefit of any of the indemnified parties (or any person controlling any such party within the meaning of Section 15 of the Securities Act) on account of any losses, claims, damages, costs, expenses, liabilities or actions arising from the sale of the Units to any person if such losses, claims, damages, costs, expenses, liabilities or actions arise out of or are based upon, an untrue statement or an omission in a preliminary prospectus or the Prospectus or a supplement or amendment thereto, if a preliminary

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	prospectus, the Prospectus, the Prospectus as amended or supplemented or as further amended or supplemented, respectively, shall correct, at or prior to the delivery to SAM of such person’s subscription agreement, the untrue statement or omission which is the basis of the loss, claim, damage, expense, liability or action for which indemnification is sought and a copy of a preliminary prospectus, the Prospectus or the Prospectus as amended or supplemented or as further amended or supplemented, as the case may be, had been sent or given to such indemnified person at or prior to the receipt by SAM of such subscription agreement.
8.2	The Additional Selling Agent agrees to indemnify and hold harmless the Partnership, SCM and SAM, as the case may be, and each person, if any, who controls the Partnership or as the case may be, within the meaning of Section 15 of the Securities Act to the same extent as the foregoing indemnity from SAM set forth in Section 8.1 (and, in the case of SAM, for any indemnity paid by SAM pursuant to Section 8.1), insofar as such losses, claims, damages, costs, expenses, liabilities or actions arise out of or are based upon (i) any violation of law, regulation, or rule of any self-regulatory organization of which the Additional Selling Agent is a member in connection with the offer or sale of Units or (ii) a breach of any agreement, covenant, representation or warranty set forth in this Agreement by the Additional Selling Agent.
8.3	Each of the parties to this Agreement understands that the obligations of each party subject to this Section 8 are separate and distinct. Notwithstanding any other provision of this Section 8, (i) SAM shall have no obligation to indemnify the Additional Selling Agent for more than the amount of proceeds resulting from assets raised in the sale of Units by the Additional Selling Agent giving rise to claims resulting in Additional Selling Agent’s losses plus the Additional Selling Agent’s actual expenses incurred in connection with any loss, claim, damage, charge or liability (including reasonable attorneys’ and accountants’ fees incurred in defense thereof) and (ii) any obligation of SAM to indemnify the Additional Selling Agent shall be adjusted to reflect the relative responsibility of the Additional Selling Agent (if any) for the circumstances giving rise to the losses, claims, damages, costs, expenses, liabilities or actions for which indemnification is sought.
8.4	Any party which proposes to assert the right to be indemnified under this Section 8 will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim is to be made against an indemnified party under this Section 8, notify each such indemnifying party of the commencement of such

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action, suit or proceeding but the omission to notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have to any indemnified party under this Section 8 except to the extent, and only to the extent, that such omission was prejudicial to the indemnifying party. In no event shall any such omission relieve an indemnifying party of any liability which it may have to an indemnified party otherwise than under this Section 8. In case any such action, suit or proceeding shall be brought against any indemnified party, and such party shall notify the indemnifying party of the commencement thereof; the indemnifying party shall be entitled to participate therein, and, if it shall wish, individually or jointly with any other indemnifying party, to assume (or have such other party assume) the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election (or the election of such other party) so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses, other than reasonable costs of investigation requested by the indemnifying party (or such other party), subsequently incurred by such indemnified party in connection with the defense thereof. The indemnified party shall have the right to employ its counsel in any such action, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the employment of counsel by such indemnified party has been authorized by the indemnifying party (or such other indemnifying party as may have assumed the defense of the action in question), (ii) the indemnified party shall have reasonably concluded that there may be a conflict of interest between the indemnifying party (or such other party) and the indemnified party in the conduct of the defense of such action (in which case the indemnifying party (or such other party) shall not have the right to direct the defense of such action on behalf of the indemnified party) or (iii) the indemnifying party shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party (subject to possible reimbursement of the indemnifying party by such other party). An indemnifying party shall not be liable for any settlement of any action or claim effected without its consent. In the case of (ii) above, the indemnifying party (or the indemnifying parties, if an indemnified party shall have a claim for indemnification against more than one indemnifying party) shall not be liable for the expenses of more than one separate counsel for each of the following groups: (x) the Additional Selling Agent and any person who controls the Additional Selling Agent within the meaning of Section 15 of the Securities Act, and (y) the Partnership, SCM and SAM and any person who controls the Partnership, SCM or SAM within the meaning of Section 15 of the Securities Act.

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9. Miscellaneous

9.1	This Agreement embodies the entire understanding between the parties hereto in respect of the subject matter hereof and no modification or amendment of any provision of this Agreement shall be effective unless the same shall be reduced to writing and signed by the parties hereto.
9.2	The illegality, invalidity or enforceability of any provision of this Agreement under the law of any jurisdiction shall not affect its legality, validity or enforceability under the law of any other jurisdiction nor the legality, validity or enforceability of any other provision.
9.3	In case that single terms of this Agreement are or become inoperative or impracticable, the rest of this Agreement shall remain unaffected thereby. To the extent practicable, any invalid or inoperative terms will be replaced by valid and operative terms, which are closest to the real purpose of the invalid or inoperative terms.
9.4	Any controversy, claim or dispute arising out of or relating to this Agreement shall be referred to arbitration in accordance with the rules of FINRA and judgment upon any award rendered may be entered in any court of competent jurisdiction.
9.5	This Agreement is deemed to have been drafted jointly by the parties, and any uncertainty or ambiguity shall not be construed for or against either party as an attribution of drafting to either party.
9.6	This Agreement may be executed in any one or more counterparts, each of which shall constitute an original, no other counterpart needing to be produced, and all of which, when taken together, shall constitute but one and the same instrument. If this Agreement is signed and transmitted by facsimile machine or electronic mail, the signature of any party on such Agreement transmitted by facsimile or electronic mail shall be considered, and have the same force and effect, as an original document.
9.7	SCM is expressly made a third-party beneficiary of this Agreement, including, but not limited to, the provisions of Sections 6 and 8 hereof.
9.8	This Agreement shall be governed by and construed in accordance with the law of the State of New York, without regard to the principles of conflicts of law thereof.

12

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

For Superfund Asset Management Inc.:	For Company Name:
Aaron Smith (President)
	Print name:
	Print title:

13

SCHEDULE I

REMUNERATION

Made on Date between:

Superfund Asset Management Inc.
489 Fifth Avenue
New York, NY 10017

And

Company Name
Street Address
City, State Zip

(sometimes hereinafter called the “Additional Selling Agent”)

This Schedule I is attached to, and made a part of that certain Additional Selling Agent Agreement, of even date herewith, between SAM and the Additional Selling Agent. Any and all defined terms used herein shall have the meaning(s) assigned to them in said agreement.

     1. Payment of Remuneration. In consideration of the Additional Selling Agent soliciting and obtaining purchasers of the Units, Superfund Asset Management, Inc. (“SAM”) shall pay the Additional Selling Agent remuneration as follows:

     a) Initial Commission. For up to twelve months immediately following the sale of a Unit, SAM will pay to the Additional Selling Agent a sales commission (the “Initial Commission”) equal to the Annual Percentage set forth in Paragraph 2 below. A pro rata portion of the Initial Commission will be paid to the Additional Selling Agent on a monthly basis (i.e., one twelfth of the Initial Commission per month), commencing no later than the 20^th calendar day of the month following the month in which a purchase of a Unit occurs, until the entire Initial Commission is paid in full or, if sooner, the Unit is redeemed.

14

     b) Subsequent Commissions: In addition to the Initial Commission, the Additional Selling Agent shall receive additional selling commissions (“Subsequent Commissions” and together with the Initial Commissions, “Commissions”) from SAM, equal to one twelfth of the Annual Percentage set forth in Paragraph 2 below, payment of the Subsequent Commissions shall commence no later than the 20^th calendar day of the month following the month in which the full Initial Commission is paid, but in no event earlier than the thirteenth full month after the sale of the Unit. Provided, however, that the total of the Commissions shall not exceed 10% of applicable initial public offering price for such Unit. The Additional Selling Agent acknowledges and agrees that the actual cumulative Commissions per Unit to be paid by SAM will be slightly less than 10% of the initial public offering price for such Unit due to the monthly accounting procedures described in the Partnership’s Amended and Restated Limited Partnership Agreement, attached as Exhibit A to the Prospectus (the “Partnership Agreement”), which would otherwise cause the selling commission expense to be charged against a Unit to exceed 10% of such Unit’s initial public offering price in the next succeeding monthly allocation of profits and losses, and the necessity to maintain a uniform net asset value per Unit within a Sub-Series of a Series (as such terms are defined in the Partnership Agreement) and to comply with FINRA’s NASD Conduct Rule 2810. Any such Commissions will be paid by SAM and not directly by the Partnership, although they may be deemed to constitute underwriting compensation, and the Additional Selling Agent agrees that it will look only to SAM for the payment of any Commissions due the Additional Selling Agent hereunder and will not seek payment of any such Commissions from the Partnership.

     c) Asset-Based or Fixed Fee Investment Programs: In respect of Units sold through and participating in the Additional Selling Agent’s asset-based or fixed-fee investment program, no selling commission shall be due from SAM.

     2. Annual Percentage. The “Annual Percentage” shall be four percent (4%) of net asset value of each Unit which the Additional Selling Agent is credited as having sold.

     3. Limitations on Remuneration. In respect of its duties under this Agreement, in no event may an Additional Selling Agent be entitled to receive any more than one of the foregoing two methods of remuneration (Initial Commission and Subsequent Commission) with respect to a Unit for the same month(s) or any other given time period. The Additional Selling Agent shall not be entitled to receive any remuneration in respect of any Unit for periods of time subsequent to the redemption of such Unit. Additionally, payment of

15

remuneration is subject to the rules promulgated by FINRA, including NASD Conduct Rule 2810, and other governing regulatory bodies. In the event that FINRA, or any other governing regulatory body, imposes any restriction on any remuneration hereunder, then SAM’s obligation to pay such remuneration shall be limited to the extent of any such restriction. In no event shall the Additional Selling Agent be entitled to receive any remuneration under this Agreement unless the Additional Selling Agent is registered as a broker-dealer and is a member in good standing with FINRA.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

For Superfund Asset Management Inc.:	For Company Name:
Aaron Smith (President)
	Print name:
	Print title:

16

SUPERFUND GOLD, L.P.
ADDITIONAL SELLING AGENT AGREEMENT APPENDIX
SELLING AGREEMENT DATED Date

Please provide the following information.

1) Company Legal Name
2) Company Address
	Street (P.O. Box not acceptable)        City     State     Zip Code
3) Contact Name
4) Phone/Fax
5) E-mail
6) Bank name
7) Account Number
8) ABA Nr.

17

EX-3.01

EXHIBIT 3.01

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:22 PM 03/19/2008

Filed 04:22 PM 03/19/2008

SRV 080335799 – 4521596 FILE

STATE OF DELAWARE

CERTIFICATE OF
LIMITED PARTNERSHIP
OF
SUPERFUND GOLD, L.P.

     The Undersigned, desiring to form a limited partnership pursuant to the Delaware Revised Limited Partnership Act, 6 Delaware Code, Chapter 17, does hereby certify as follows:

First: The name of the limited partnership is: Superfund Gold, L.P.

Second: The address of its registered office in the State of Delaware is 1220 North Market Street, Suite 806, Wilmington, Delaware 19801, County of New Castle. The name of the registered agent at such address is Registered Agents Legal Services, LLC.

Third: The name and mailing address of each general partner is as follows:

Superfund Capital Management, Inc.

Otway Building

P.O. Box 1479

Grand Anse, St. George’s

Grenada

West Indies

Fourth: Pursuant to Section 17-218(b) of the Delaware Revised Uniform Limited Partnership Act, the debts, liabilities, obligations and expenses incurred by, contracted for or otherwise existing with respect to a particular series, whether such series is now authorized and existing pursuant to the Limited Partnership Agreement of the limited partnership or is hereafter authorized and existing pursuant to said Limited Partnership Agreement, shall be enforceable against the assets associated with that particular series only, and not against the assets associated with any other series of the limited partnership (or against the assets of the limited partnership generally), and, subject to the terms of said Limited Partnership Agreement, none of the debts, liabilities, obligations and expenses incurred by, contracted for or otherwise existing with respect to the limited partnership generally or any other series thereof shall be enforceable against the assets of that particular series.

     In Witness Whereof, the undersigned has executed this Certificate of Limited Partnership of Superfund Gold, L.P. on March 19, 2008.

SUPERFUND CAPITAL MANAGEMENT, INC., General Partner
By:	/s/ Nigel James
	Nigel James
	President

EX-3.02

EXHIBIT 3.02

SUPERFUND GOLD, L.P.

LIMITED PARTNERSHIP AGREEMENT

     This Limited Partnership Agreement (the “Agreement”) is made as of March 19, 2008, by and among Superfund Capital Management, Inc., a Grenada corporation (the “General Partner”), Roman Gregorig, as the initial limited partner (the “Initial Limited Partner”) of each series designated hereunder (each, a “Series”) and each other party who becomes a party to this Limited Partnership Agreement as an owner of a unit (“Unit”) of beneficial interest in a Series and who is shown on the books and records of the Partnership with respect to such Series as a limited partner (individually, a “Limited Partner” and collectively, the “Limited Partners”).

     1. Formation; Name. The parties to this Agreement have formed a limited partnership under the Delaware Revised Uniform Limited Partnership Act, as amended and in effect on the date of this Agreement (the “Act”). The name of the limited partnership is Superfund Gold, L.P. (the “Partnership”). The General Partner has executed and filed a Certificate of Limited Partnership of the Partnership in accordance with the Act.

     2. Units of Limited Partnership. The beneficial interest in the Partnership shall be divided into an unlimited number of Units. The General Partner may, from time to time, authorize the designation of the Units into one or more Series. All Units issued hereunder shall be fully paid and nonassessable.

     3. Establishment of Series. The Partnership shall consist of one or more separate and distinct Series as contemplated by Section 17-218 of the Act. The General Partner hereby establishes and designates the following Series: “Superfund Gold, L.P. Series A” (“Series A”) and “Superfund Gold, L.P. Series B” (“Series B”). The General Partner, in addition to being the general partner of the Partnership shall be the general partner associated with each Series designated and established hereunder. The Units of each Series shall have the relative rights and preferences provided for herein and such rights as may be designated by the General Partner. The General Partner shall cause separate and distinct records for each Series to be maintained and the Partnership shall hold and account for the assets associated therewith separately from the other Partnership property and the assets associated with any other Series. Each Unit of a Series shall represent an equal beneficial interest in the net assets associated with that Series.

     All consideration received by the Partnership for the issue or sale of the Units of a Series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits, and proceeds thereof, including any proceeds derived from the sale, exchange, or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall be held and accounted for separately from the other assets of the Partnership and of every other Series.

     A particular Series shall be charged with the liabilities of that Series, and all expenses, costs, charges and reserves attributable to any particular Series shall be borne by such Series. Any general liabilities, expenses, costs, charges or reserves of the Partnership (or any Series) that are not readily identifiable as chargeable to or bearable by any particular Series shall be allocated and charged by the General Partner between or among any one or more of the Series in such manner as the General Partner in its sole discretion deems fair and equitable. Without limiting the foregoing provisions of this subsection, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Series shall be enforceable only against the assets belonging to such Series, and not against the assets of the Partnership generally or the assets belonging to any other Series, and none of the debts, liabilities obligations and expenses incurred, contracted for or otherwise existing with respect to the Partnership generally or any other Series shall be enforceable against the assets belong to such Series.

     4. Creation of Accounts. The General Partner shall establish and maintain an account entitled “Superfund Gold, L.P. Series A Account” (the “Series A Account”) and an account entitled “Superfund Gold, L.P. Series B Account” (the “Series B Account”), and deposit the sum of $1,000.00 in the Series A Account and the sum of $1,000.00 in the Series B Account in connection therewith. The sums held in the Series A Account shall be held for the benefit of the Series A and the sums held in the Series B Account shall be held for the benefit of Series B and such accounts shall be segregated from each other and from the Partnership generally and separate records with respect thereto shall be kept for purposes of Section 17-218 of the Act.

     5. Principal Office. The address of the principal office of each Series shall be c/o Superfund Capital Management, Inc., Otway Building, P.O. Box 1479, Grand Anse, St. George’s, Grenada, West Indies; telephone (473) 439-2418. The General Partner is located at the same address. Registered Agents Legal Services, LLC shall receive service of process on

each Series of the Partnership in the State of Delaware at 1220 North Market Street, Suite 806, Wilmington, Delaware 19801.

     6. Capital Contributions; Units. The Partners’ respective capital contributions to the Partnership in respect of a Series shall be as shown on the books and records of the applicable Series.

     7. Capital Accounts and Allocations. A capital account will be established for each Unit in each Series and the General Partner with respect to each Series. The balance of each capital account will be the amount contributed to a Series in respect of a Unit or by the General Partner increased by (i) the amount of all net income and gains allocated to such Unit or the General Partner and decreased by (ii) the amount of all net losses allocated to such Unit or the General Partner. It is intended that the capital accounts will be maintained at all times in accordance with Section 704 of the Internal Revenue Code of 1986, as amended, and applicable Treasury regulations thereunder.

     8. Expenses. Each Series shall bear any and all charges incidental to its operations. Each Series shall bear all legal, accounting and ordinary operating and extraordinary expenses (e.g., litigation costs or damages) incurred in connection with its activities.

     9. Initial Limited Partner. The Initial Limited Partner shall contribute $1,000 to the capital of each of Series A and Series B and shall be issued a Unit of each such Series and shall be a Limited Partner in each such Series. Immediately subsequent to the time of the admission to a Series of an additional Limited Partner, the Initial Limited Partner’s Unit in such Series shall be redeemed and the Initial Limited Partner shall be withdrawn from such Series as a limited partner without any further action on the part of the Initial Limited Partner.

     10. Business. The business and purpose of the Partnership and each Series is to trade, buy, sell, swap or otherwise acquire, hold or dispose of commodities, securities (such as United States Treasury securities) approved by the Commodity Futures Trading Commission for investment of customer funds and other securities on a limited basis, and any rights pertaining thereto and any options thereon. The objective of the Partnership (and each Series’) is to maintain the approximate equivalent of a dollar for dollar investment in gold while seeking appreciation of assets through speculative trading by the General Partner.

     11. Fiscal Year. The fiscal year of the Partnership and each Series shall be the calendar year.

     IN WITNESS WHEREOF, the undersigned have duly executed this Limited Partnership Agreement as of the day and year first above written.

SUPERFUND CAPITAL MANAGEMENT, INC. as General Partner
By:	/s/ Nigel James
Name:	Nigel James
Title:	President
INITIAL LIMITED PARTNER—SERIES A
/s/ Roman Gregorig
ROMAN GREGORIG
INITIAL LIMITED PARTNER—SERIES B
/s/ Roman Gregorig
ROMAN GREGORIG

2

EX-5.01

Exhibit 5.01

	SIDLEY AUSTIN llp ONE SOUTH DEARBORN	BEIJING BRUSSELS	LOS ANGELES NEW YORK
	CHICAGO, IL 60603	CHICAGO	SAN FRANCISCO
	(312) 853 7000	DALLAS	SHANGHAI
	(312) 853 7036 FAX	FRANKFURT	SINGAPORE
		GENEVA	SYDNEY
		HONG KONG	TOKYO
		LONDON	WASHINGTON, D.C.
		FOUNDED 1866

June 12, 2008

Superfund Capital Management, Inc.
General Partner of
  Superfund Gold, L.P.
Otway Building
P.O. Box 1479
Grand Anse
St. Georges, Grenada
West Indies

          Re:       Superfund Gold, L.P. Units of Limited Partnership Interest

Dear Sirs:

          We refer to the Registration Statement on Form S-1 filed by Superfund Gold, L.P., a Delaware limited partnership (the “Partnership”), with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), on or about June ___, 2008, as may be amended by each amendment thereto (the “Registration Statement”), relating to the registration of an offering of units of limited partnership interest of the Partnership (the “Units”).

          We are familiar with the proceedings to date with respect to the proposed issuance and sale of the Units and have examined such records, documents and questions of law, and satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion.

          For purposes of rendering this opinion, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of all documents submitted to us as copies.

          Based on the foregoing, we are of the opinion that:

          1. The Partnership is validly existing in good standing as a limited partnership under the Delaware Revised Uniform Limited Partnership Act (the “Delaware Act”).

          2. Assuming (i) the due authorization, execution and delivery to Superfund Capital Management, Inc. (the “General Partner”) or its delegate of a Subscription Agreement and Power of Attorney by each subscriber for Units determined by the General Partner to be admitted as a limited partner of the Partnership (collectively, the “Subscribers”), (ii) the due acceptance by the General Partner of a Subscription Agreement and Power of Attorney from each Subscriber and the due acceptance by the

Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships

Superfund Capital Management Inc.
June 12, 2008
Page 2

General Partner of the admission of each Subscriber as a limited partner of the Partnership, (iii) the payment by each Subscriber of the full consideration due from it for the Units subscribed to by it, (iv) that the books and records of the Partnership set forth all information required by the Partnership’s Amended and Restated Limited Partnership Agreement and the Delaware Act, including all information with respect to all persons and entities to be admitted as partners and their contributions to the Partnership, (v) that the Subscribers, as limited partners of the Partnership, do not participate in the control of the business of the Partnership, and (vi) that the Units are offered and sold as described in the Registration Statement and the Partnership’s Amended and Restated Limited Partnership Agreement, the Units to be issued to the Subscribers will represent valid limited partnership interests in the Partnership and, subject to the qualifications set forth herein, will be fully paid and nonassessable limited partnership interests in the Partnership, as to which the Subscribers as limited partners of the Partnership will have no liability in excess of their obligations to make contributions to the Partnership and their share of the Partnership’s assets and undistributed profits (subject to the obligation of a limited partner to repay any funds wrongfully distributed to it).

          This opinion is limited to the Securities Act and the Delaware Act, including applicable reported judicial decisions and provisions of the Delaware Constitution. We express no opinion as to the application of the securities or blue sky laws of the various states (including the State of Delaware) to the sale of the Units.

          We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and all references to our firm included in or made a part of the Registration Statement.

Very truly yours,
 

/s/ Sidley Austin LLP  

EX-10.02

EXHIBIT 10.02

SUBSCRIPTION ESCROW AGREEMENT

          ESCROW AGREEMENT, (the “Agreement”) dated as of April 1, 2008 (“Effective Date”), by and between Superfund Gold, L.P., a Delaware limited partnership (the “Fund”) and HSBC Bank USA, National Association, a national banking association as escrow agent (the “Escrow Agent”).

          Whereas, the Fund is offering its Series ___ units of limited partnership interest on a best efforts, continuous offering basis to investors (the “Investors”) pursuant to a Prospectus.

          Whereas, in accordance with the Fund’s prospectus, the Fund intends to publicly offer $100,000,000 of Series ___ units (the “Securities”), for which each subscriber will pay $1,000 per unit during the initial offering period and an amount equal to the current net asset value per unit thereafter during the continuous offering period; and

          Whereas, the Prospectus provides for certain funds to be deposited into an escrow account to be held and distributed in accordance with the terms of the Prospectus and the terms and conditions set forth hereinafter.

          NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by each of the parties hereto, the parties hereto, intending to be legally bound, do hereby agree as follows:

          Section 1. Appointment of Escrow Agent. The Fund hereby appoints HSBC Bank USA, National Association as escrow agent in accordance with the terms and conditions set forth herein, and the Escrow Agent hereby accepts such appointment.

          Section 2. Proceeds to be Escrowed.

          (a) A sample copy of the draft Prospectus, including any relevant Subscription Agreement(s), is attached as Exhibit A. All funds received from Investors (“Investor Funds”) in payment for the Securities will be delivered to the Escrow Agent within one (1) Business day following the day upon which such proceeds are received by the Fund, and shall be retained in escrow by the Escrow Agent pursuant to this Agreement. All Investor Funds shall be deposited into a non-interest bearing account at the Escrow Agent entitled “HSBC as Escrow Agent for Superfund Gold, L.P.” (the Escrow Account)

     (b) The Investor Funds deposited in the Escrow Account are referred to as the “Escrow Funds”.

     (c) In the event that any check deposited in the Escrow Account proves uncollectible after the funds represented thereby have been released by the Escrow Agent, then the Fund shall promptly reimburse the Escrow Agent for any and all costs incurred for such upon request, and the Escrow Agent shall deliver the returned checks to the Fund.

     (d) In the event that any check deposited in the Escrow Account proves uncollectible before the funds represented thereby have been released by the Escrow Agent, then the Escrow Agent shall give notice to the Fund of such event, the Fund shall promptly reimburse the Escrow Agent for any and all costs incurred therewith, and the Escrow Agent shall deliver the returned check to the Fund.

          Section 3. Rejections by Escrow Agent. The Fund hereby acknowledges the Escrow Agent’s sole right to reject for deposit into the Escrow Account, any Investor Funds based on the results of the Escrow Agent’s internal due diligence policies and procedures. The Escrow Agent may reject Investor Funds by giving written notice to the Fund, and returning the check to the Investor.

          Section 4. Disbursement of Funds. For each payment from the Escrow Account, the Fund shall deliver, by facsimile, to Escrow Agent a letter of direction (“a “Certificate”), which Certificate shall specify (i) the dollar amount of the Funds to be paid to the recipient, (ii) the name and address of the recipient, (ii) the date on which such payment or payments shall be made by the Escrow Agent. Escrow Agent shall make any payment to the recipient by wire or other transfer to the account of such recipient as directed by the Fund.

          Section 5 Term of Escrow. The “Termination Date” shall be (i) the date the Escrow Agent receives written notice from the Fund that it is abandoning the sale of the Securities. Upon the termination of the Escrow Agreement any remaining Escrow Funds shall be refund to each Investor at the address furnished to the Escrow Agent by the Fund in writing.

          Section 6 Issuance of Certificates. Until the offering period has ended, the Fund shall not issue any certificates or other evidence of Securities, except subscription agreements.

          Section 7 Compensation of Escrow Agent. The Escrow Agent shall be entitled to payment from the Fund for customary fees and expenses for all services rendered by it hereunder as set forth in Exhibit D (as such fees may be adjusted from time to time). The Fund shall reimburse the Escrow Agent on demand for all loss, liability, damage, disbursements, advances or expenses paid or incurred by it in the administration of its duties hereunder, including, but not limited to, all counsel, advisors’ and agents’ fees and disbursements and all taxes or other governmental charges.

          Section 8 Resignation of Escrow Agent. The Escrow Agent may resign and be discharged from its duties hereunder at any time by giving thirty (30) calendar days’ prior written notice of such resignation to the Fund, or immediately upon written notice to comply with any law or regulation with which the Escrow Agent must comply. The Fund may remove the Escrow Agent at any time by giving thirty (30) calendar days’ prior written notice to the Escrow Agent. Upon such notice, a successor escrow agent shall be appointed by the Fund who shall provide written notice of such to the resigning Escrow Agent. Such successor escrow agent shall become the escrow agent hereunder upon the resignation or removal date specified in such notice. If the Fund is unable to appoint a successor escrow agent within thirty (30) days after a notice of resignation or removal, the Escrow Agent may, in its sole discretion, transfer the Escrow Funds to the Fund at the account provided for in Schedule 1, or may apply to a court of

2

competent jurisdiction for the appointment of a successor escrow agent or for other appropriate relief. The costs and expenses (including its attorneys’ fees and expenses) incurred by the Escrow Agent in connection with such proceeding shall be paid by the Fund. Upon receipt of the identity of the successor escrow agent, the Escrow Agent shall deliver the Escrow Funds then held hereunder to the successor Escrow Agent, less the Escrow Agent’s fees, costs and expenses or other obligations owed to the Escrow Agent. Upon its resignation and delivery of the Escrow Funds as set forth in this Section 8, the Escrow Agent shall be discharged of and from any and all further obligations arising in connection with the Escrow Funds or this Agreement, provided however, the Escrow Agent shall be entitled to the retain the rights set forth in Sections 7, 9 and 10 of this Agreement.

          Section 9 Indemnification of Escrow Agent. The Fund or Superfund Capital Management, Inc. shall indemnify, defend and hold harmless the Escrow Agent and its officers, directors, employees, representatives and agents, from and against and reimburse the Escrow Agent on demand for any and all claims, expenses, obligations, liabilities, losses, damages, injuries (to person, property, or natural resources), penalties, stamp or other similar taxes, actions, suits, judgments, reasonable costs and expenses (including reasonable attorney’s fees and expenses) of whatever kind or nature regardless of their merit, demanded, asserted or claimed against the Escrow Agent directly or indirectly relating to, or arising from, claims against the Escrow Agent by reason of its participation in the transactions contemplated hereby, including without limitation all reasonable costs required to be associated with claims for damages to persons or property, and reasonable attorneys’ and consultants’ fees and expenses and court costs except to the extent caused by the Escrow Agent’s gross negligence or willful misconduct. The provisions of this Section 9 shall survive the termination of this Agreement or the earlier resignation or removal of the Escrow Agent.

          Section 10 The Escrow Agent.

          (a) The duties, responsibilities and obligations of Escrow Agent shall be limited to those expressly set forth herein and no duties, responsibilities or obligations shall be inferred to or implied against the Escrow Agent. The Escrow Agent shall not be subject to, nor required to comply with, any other agreement to which the Fund is a party, even though reference thereto may be made herein, or to comply with any direction or instruction (other than those contained herein or delivered in accordance with this Escrow Agreement) from the Fund or any entity acting on the Fund’s behalf. The Escrow Agent shall not be required to expend or risk any of its own funds or otherwise incur any liability, financial or otherwise, in the performance of any of its duties hereunder.

     (b) If at any time the Escrow Agent is served with any judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process which in any way affects the Escrow Funds (including but not limited to orders of attachment or garnishment or other forms of levies or injunctions or stays relating to the transfer of the Escrow Funds), the Escrow Agent is authorized to comply therewith in any manner it or legal counsel of its own choosing deems appropriate; and if the Escrow Agent complies with any such judicial or administrative order, judgment, decree, writ or other form of judicial or administrative process, Escrow Agent shall not be liable to any of the parties hereto or to any other person or entity even

3

though such order, judgment, decree, writ or process may be subsequently modified or vacated or otherwise determined to have been without legal force or effect.

     (c) The Escrow Agent shall not be liable for any action taken or omitted or for any loss or injury resulting from its actions or its performance or lack of performance of its duties hereunder in the absence of gross negligence or willful misconduct on its part, as such is proved in a court or tribunal of competent jurisdiction. In no event shall the Escrow Agent be liable (i) for acting in accordance with or conclusively relying upon any instruction, notice, demand, certificate or document from the Fund or any entity acting on behalf of the Fund, (ii) for any indirect, cumulative, consequential, punitive or special damages, regardless of the form of action and whether or not any such damages were foreseeable or contemplated unless such damages arise from the gross negligence, intentional acts, or willful misconduct of the Escrow Agent, or (iii) for the acts or omissions of its nominees, correspondents, designees, agents, subagents or subcustodians, unless the Escrow Agent’s selection of such nominees, correspondents, designees, agents, subagents or subcustodians of the Escrow Agent involves gross negligence or willful misconduct on part of the Escrow Agent.

     (d) If any fees, expenses or costs incurred by, or any obligations owed to, the Escrow Agent or its counsel hereunder are not promptly paid when due, the Escrow Agent may reimburse itself therefor from the Escrow Funds and may sell, liquidate, convey or otherwise dispose of any investment in respect of the Escrow Funds for such purpose. The Escrow Agent may in its sole discretion withhold from any distribution of any interest earned in respect of the Escrow Funds an amount it believes would, upon sale or liquidation, produce proceeds equal to any unpaid amounts to which the Escrow Agent is entitled to hereunder.

     (e) The Escrow Agent may consult with legal counsel of its own choosing as to any matter relating to this Escrow Agreement, and the Escrow Agent shall not incur any liability in acting in good faith in accordance with any advice from such counsel.

     (f) The Escrow Agent shall not incur any liability for not performing any act or fulfilling any duty, obligation or responsibility hereunder by reason of any occurrence beyond the control of the Escrow Agent (including but not limited to any act or provision of any present or future law or regulation or governmental authority, any act of God or war, civil unrest, local or national disturbance or disaster, any act of terrorism or the unavailability of the Federal Reserve Bank wire or facsimile or other wire or communication facility).

     (g) The Escrow Agent shall be entitled to conclusively rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity or the service thereof. The Escrow Agent may act in conclusive reliance upon any instrument or signature believed by it to be genuine and may assume that any person purporting to give receipt or advice to make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so.

     (h) The Escrow Agent shall not be responsible in any respect for the form, execution, validity, value or genuineness of documents or securities deposited hereunder, or for any description therein, or for the identity, authority or rights of persons executing or delivering or

4

purporting to execute or deliver any such document, security or endorsement. The Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder.

     (i) The Escrow Agent shall not be under any duty to give the Escrow Funds held by it hereunder any greater degree of care than it gives its own similar property and shall not be required to invest any funds held hereunder. Uninvested funds held hereunder shall not earn or accrue interest.

     (j) At any time the Escrow Agent may request an instruction in writing, in English from the Fund and may, at its own option, include in such request the course of action it proposes to take and the date on which it proposes to act, regarding any matter arising in connection with its duties and obligations hereunder. The Escrow Agent shall not be liable for acting in accordance with such a proposal on or after the date specified therein, provided that the specified date shall be at least three (3) Business Days after the Escrow Agent sends such request for instructions and its proposed course of action to Fund by fax or electronic mail (receipt confirmed) or by overnight courier, and provided further that, prior to so acting, the Escrow Agent has not received the written instructions from the Fund to refrain from taking the proposed action.

     (k) When the Escrow Agent acts on any information, instructions, communications, (including, but not limited to, communications with respect to the delivery of securities or the wire transfer of funds) sent by telex, facsimile, email or other form of electronic or data transmission, the Escrow Agent, absent gross negligence as proved in a court or tribunal of competent jurisdiction, shall not be responsible or liable in the event such communication is not an authorized or authentic communication of the Fund or is not in the form the Fund sent or intended to send (whether due to fraud, distortion or otherwise). The Fund shall indemnify the Escrow Agent against any loss, liability, claim or expense (including legal fees and expenses) it may incur with its acting in accordance with any such communication.

     (l) In the event of any ambiguity or uncertainty hereunder or in any notice, instruction or other communication received by the Escrow Agent hereunder, the Escrow Agent may, in its sole discretion, refrain from taking any action other than to retain possession of the Escrow Funds. The Escrow Agent may, but is not obligated to, inform the Fund in writing of the ambiguity. If the Fund provides the Escrow Agent with written instructions which eliminates such ambiguity or uncertainty, the Escrow Agent shall comply with such written instructions.

     (m) In the event of any dispute between or conflicting claims among the Fund and any other person or entity with respect to any Escrow Funds, the Escrow Agent shall be entitled, in its sole discretion, to refuse to comply with any and all claims, demands or instructions with respect to such Escrow Funds so long as such dispute or conflict shall continue, and the Escrow Agent shall not be or become liable in any way to the Fund or any other person for failure or refusal to comply with such conflicting claims, demands or instructions. The Escrow Agent shall be entitled to refuse to act until, in its sole discretion, either (i) such conflicting or adverse claims or demands shall have been determined by a final order, judgment or decree of a court of

5

competent jurisdiction, which order, judgment or decree is not subject to appeal, or settled by agreement between the conflicting parties as evidenced in a writing satisfactory to the Escrow Agent or (ii) the Escrow Agent shall have received security or an indemnity satisfactory to it sufficient to hold it harmless from and against any and all losses which it may incur by reason of so acting. Any court order, judgment or decree shall be accompanied by a legal opinion by counsel for the presenting party, satisfactory to the Escrow Agent, to the effect that said order, judgment or decree represents a final adjudication of the rights of the parties by a court of competent jurisdiction, and that the time for appeal from such order, judgment or decree has expired without an appeal having been filed with such court. The Escrow Agent shall act on such court order and legal opinions without further question. The Escrow Agent may, in addition, elect, in its sole discretion, to commence an interpleader action or seek other judicial relief or orders as it may deem, in its sole discretion, necessary. The costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such proceeding shall be paid by, and shall be deemed an obligation of, the Fund.

     (n) The Escrow Agent shall have no responsibility for the contents of any writing of the arbitrators or any third party contemplated herein as a means to resolve disputes and may conclusively rely without any liability upon the contents thereof.

     (o) The Escrow Agent does not have any interest in the Escrow Funds deposited hereunder but is serving as escrow holder only and having only possession thereof. The Fund shall pay or reimburse the Escrow Agent upon request for any transfer taxes or other taxes relating to the Escrow Funds incurred in connection herewith and shall indemnify and hold harmless the Escrow Agent from any amounts that it is obligated to pay in the way of such taxes. Any payments of income from this Escrow Account shall be subject to withholding regulations then in force with respect to United States taxes. The Fund will provide the Escrow Agent with appropriate W-9 forms for tax identification number certifications, or W-8 forms for non-resident alien certifications. This paragraph shall survive notwithstanding any termination of this Escrow Agreement or the resignation or removal of the Escrow Agent.

     (p) The Escrow Agent shall provide to the Fund monthly statements identifying transactions, transfers or holdings of Escrow Funds and each such statement shall be deemed to be correct and final upon receipt thereof by the Fund unless the Escrow Agent is notified in writing, by the Fund, to the contrary within thirty (30) business days of the date of such statement.

     (q) The Fund shall deliver to the Escrow Agent a list of authorized signatories, as set forth in the attached Schedule 2 hereto, with respect to any notice, certificate, instrument, demand, request, direction, instruction, waiver, receipt, consent or other document or communication required or permitted to be furnished to the Escrow Agent hereunder, and the Escrow Agent shall be entitled to rely on such list with respect to any party until a new list is furnished by such party to the Escrow Agent. Furthermore, in the event funds transfer instructions are given (other than in writing at the time of execution of this Agreement), whether in writing, by fax or otherwise, the Escrow Agent is authorized to seek confirmation of such instructions by telephone call-back to the person or persons designated on Schedule 3 hereto, and the Escrow Agent may rely upon the confirmations of anyone purporting to be the person or

6

persons so designated. The persons and telephone numbers designated for such call-backs may be changed only in a writing actually received by the Escrow Agent.

Section 11.Miscellaneous.

          (a) This Agreement embodies the entire agreement and understanding among the parties relating to the subject matter hereof.

          (b) This Agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to the principles of conflict of laws.

          (c) Each of the parties hereto hereby irrevocably consents to the jurisdiction of the courts of the State of New York and of any Federal Court located in the Borough of Manhattan in such State in connection with any action, suit or other proceeding arising out of or relating to this Agreement or any action taken or omitted hereunder, and waives any claim of forum non conveniens and any objections as to laying of venue. Each party further waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to such person at such person’s address for purposes of notices hereunder.

          (d) Unless otherwise provided herein, all notices and other communications under this Agreement shall be in writing in English and shall be deemed given when delivered personally, on the next Business Day after delivery to a recognized overnight courier or upon receipt when mailed first class (postage prepaid)or when sent by facsimile to the parties (which facsimile copy shall be followed, in the case of notices or other communications sent to the Escrow Agent, by delivery of the original) at the following addresses (or to such other address as a party may have specified by notice given to the other parties pursuant to this provision):

If to the Fund, to:

Quadriga Superfund, L.P.
c/o Superfund Capital Management, Inc.
Otway Building
P.O. Box 1479
Grand Anse
St. George’s, Grenada
West Indies
Facsimile: (473) 439-2419

with a copy to:

Superfund Asset Management, Inc.
489 Fifth Avenue

7

New York, NY 10017
ATTN: Fund Administration
Fascsimile: (212) 750-2206

If to the Escrow Agent, to:

HSBC Bank USA, National Association
452 Fifth Avenue
New York, NY 10018
Facsimile: (212) 525-1300
Attention: Corporate Trust and Loan Agency

          (e) The headings of the Sections of this Agreement have been inserted for convenience and shall not modify, define, limit or expand the express provisions of this Agreement.

          (f) This Agreement and the rights and obligations hereunder of parties hereto may not be assigned except with the prior written consent of the other parties hereto. This Agreement shall be binding upon and inure to the benefit of each party’s respective successors and permitted assigns. Except as expressly provided herein, no other person shall acquire or have any rights under or by virtue of this Agreement. This Agreement is intended to be for the sole benefit of the parties hereto, and (subject to the provisions of this Section 11(f)) their respective successors and assigns, and none of the provisions of this Agreement are intended to be, nor shall they be construed to be, for the benefit of any third person.

          (g) This Agreement may not be amended, supplemented or otherwise modified without the prior written consent of the parties hereto.

          (h) The Escrow Agent makes no representation as to the validity, value, genuineness or the collectability of any security or other document or instrument held by or delivered to it.

          (i) The Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder.

          (j) This Agreement may be executed in two or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument.

          (k) The rights and remedies conferred upon the parties hereto shall be cumulative, and the exercise or waiver of any such right or remedy shall not preclude or inhibit the exercise of any additional rights or remedies. The waiver of any right or remedy hereunder shall not preclude the subsequent exercise of such right or remedy.

          (l) The Fund hereby represents and warrants (i) that this Escrow Agreement has been duly authorized, executed and delivered on its behalf and constitutes its legal, valid

8

and binding obligation and (ii) that the execution, delivery and performance of this Escrow Agreement by the Fund does not and will not violate any applicable law or regulation.

          (m) The invalidity, illegality or unenforceability of any provision of this Escrow Agreement shall in no way affect the validity, legality or enforceability of any other provision; and if any provision is held to be unenforceable as a matter of law, the other provisions shall not be affected thereby and shall remain in full force and effect.

          (n) No printed or other material in any language, including prospectuses, notices, reports, and promotional material which mentions “HSBC Bank USA, National Association” or any affiliates by name or the rights, powers, or duties of the Escrow Agent under this Escrow Agreement shall be issued by any other parties hereto, or on such party’s behalf, without the prior written consent of the Escrow Agent. The Escrow Agent hereby consents to mention of HSBC Bank USA, National Association” in the Fund’s prospectus.

          (o) For purposes of this Agreement, “Business Day” shall mean any day that is not a Saturday or Sunday or a day on which banks are required or permitted by law or executive order to be closed in the City of New York.

          (p) For purposes of sending and receiving instructions or directions hereunder, all such instructions or directions shall be, and the Escrow Agent may conclusively rely upon such instructions or directions, delivered, and executed by representatives of the Fund designated on Schedule 2 attached hereto and made a part hereof (each such representative, an “Authorized Person”) which such designation shall include specimen signatures of such representatives, as such Schedule I may be updated from time to time.

          (q) The provisions of Sections 8, 10 and 11 shall survive the termination of this Escrow Agreement or the earlier resignation or removal of the Escrow Agent.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

By:
	Name: Roman Gregorig
	Title: Vice President, Superfund Capital
	Management, Inc., General Partner of Superfund
	Gold, L.P.
(Superfund Gold, L.P.)

9

By:
	Name: Roman Gregorig
	Title: Vice President
(Superfund Capital Management, Inc.)
By:
	Name:
	Title:
(HSBC Bank USA, National Association)

10

Schedule 1

Bank Name:
ABA#:
Account#
Account name:

11

Schedule 2

Authorized Representatives

Name	Title	Specimen Signature
Roman Gregorig	Vice President & Director
	Superfund Capital Management
	General Partner of the Fund

EXHIBIT A

Schedule 3

452 Fifth Avenue, New York, New York, 10018

Payment Order Authorization Form

Account Name:

Account Number(s):

By signing this form, the Customer authorizes the Authorized Contacts listed below to issue, amend and cancel payment orders on behalf of the Customer, unless Call Back Only authorization is indicated.

By:
	(Signature of an Authorized Officer of the Customer)
	(Print Name)
Title:		Date:

Authorized Contacts

			Call Back Only
Name	Signature	Phone Number	(Check if Yes)
			o
			o
			o
			o

Exhibit A

Subscription Agreement

Exhibit B

Escrow Agent Fees

EX-23.02

Exhibit 23.02

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the use in this Registration Statement of Superfund Gold, L.P. on Form S-1 of our report dated June 6, 2008, related to the statements of financial condition of Superfund Gold, L.P. — Series A and Series B, and of our report dated March 28, 2008, related to the statement of financial condition of Superfund Capital Management, Inc., both appearing in the Prospectus and Disclosure Document, which is part of this Registration Statement. We also consent to the reference to us under the heading “Experts” in such Prospectus and Disclosure Document.

/s/ DELOITTE & TOUCHE LLP

Philadelphia, Pennsylvania
June 12, 2008

CORRESP

corresp