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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-K

 

 

 

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2014

OR

 

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     

Commission File Number 000-51634

 

 

SUPERFUND GREEN, L.P.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE		98-0375395
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

 

SUPERFUND OFFICE BUILDING P.O. BOX 1479 GRAND ANSE ST. GEORGE’S, GRENADA WEST INDIES		Not applicable
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (473) 439-2418

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Units of Limited Partnership Interest

(Title of Class)

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ¨    No  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

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.

 

Large accelerated filer		¨		Accelerated filer		¨
Non-accelerated filer		¨  (do not check if a smaller reporting company)		Smaller reporting company		x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

Not applicable.

DOCUMENTS INCORPORATED BY REFERENCE

Prospectus dated May 1, 2013, included within Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-184998), is incorporated by reference into Item 1 and Item 5.

 

 

 

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TABLE OF CONTENTS

 

PART I					3
		ITEM 1. BUSINESS			3
		ITEM 1A. RISK FACTORS			4
		ITEM 1B. UNRESOLVED STAFF COMMENTS			4
		ITEM 2. PROPERTIES			4
		ITEM 3. LEGAL PROCEEDINGS			4
		ITEM 4. MINE SAFETY DISCLOSURES			4
PART II					4
		ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES			4
		ITEM 6. SELECTED FINANCIAL DATA			5
		ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			5
		ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			11
		ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA			11
		ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE			11
		ITEM 9A. CONTROLS AND PROCEDURES			11
		ITEM 9B. OTHER INFORMATION			12
PART III					12
		ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE			12
		ITEM 11. EXECUTIVE COMPENSATION			13
		ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS			13
		ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE			14
		ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES			14
PART IV					15
		ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES			15
SIGNATURES					54
EXHIBIT INDEX					55
Exhibit 31.01
Exhibit 31.02
Exhibit 32.01
Exhibit 32.02

 

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PART I

 

Item 1.

Business.

Superfund Green, L.P. (the “Fund”) is a limited partnership which was organized on May 3, 2002 under the Delaware Revised Uniform Limited Partnership Act, as amended. In accordance with the Sixth Amended and Restated Limited Partnership Agreement (the “Limited Partnership Agreement”) under which it operates, the Fund is organized as two separate series of limited partnership units (the “Units”), Series A and Series B (each, a “Series”). Series B implements 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. Over the long term (periods of several years), the targeted average ratio of margin to equity for Series A is approximately 20% and approximately 30% for Series B. The leverage with which each of the Series is traded is the only difference between the Series.

The Fund operates as a commodity investment pool, whose purpose is speculative trading in the United States (“U.S.”) and international futures and forward markets. Specifically, the Fund trades a portfolio of more than 120 futures and forward contracts using a fully-automated, proprietary, computerized trading system. The general partner and trading manager of the Fund is Superfund Capital Management, Inc. (“Superfund Capital Management”), a Grenada corporation. Superfund Capital Management is registered as a commodity pool operator with the Commodity Futures Trading Commission (the “CFTC”) and is a member of the National Futures Association (the “NFA”) and is therefore subject to the provisions of the Commodity Exchange Act, the regulations of the CFTC and the rules of the NFA.

Narrative Description of the Business

A description of the business of the Fund, including trading approach, rights and obligations of the Unitholders, and compensation arrangements is contained in the Fund’s Prospectus dated May 1, 2013 included within the Registration Statement on Form S-1 (File No. 333-184998), under “Summary,” “The Risks You Face,” “Superfund Capital Management, Inc.,” “Conflicts of Interest,” and “Charges to Each Series” and such description is incorporated herein by reference from the Prospectus.

The Fund conducts its business in one industry segment: the speculative trading of futures and forward contracts and options thereon. The Fund is a market participant in the “managed futures” industry. Market participants include all types of investors, such as corporations, employee benefit plans, individuals and foreign investors. Service providers of the managed futures industry include (a) pool operators, which conduct and manage all aspects of trading funds, such as the Fund, (b) trading advisors, which make the specific trading decisions, and (c) commodity brokers, which execute and clear the trades pursuant to the instructions of the trading advisor. The Fund has no employees and does not engage in the sale of goods or services.

The Fund trades on domestic and international exchanges in more than 120 futures and forward contracts. Trading decisions are made using a fully-automated, proprietary, computerized trading system which emphasizes instruments with low correlation and high liquidity for order execution. The particular contracts traded by the Fund will vary from time to time.

The Fund may, in the future, experience increased competition for the commodity futures and other contracts in which it trades. Superfund Capital Management will recommend similar or identical trades for other accounts under its management. Such competition may also increase due to what Superfund Capital Management believes is an increasing utilization of computerized trading methods similar in general to those used by Superfund Capital Management.

Under the Commodity Exchange Act, commodity exchanges and commodity futures trading are subject to regulation by the CFTC. The NFA, a registered futures association under the Commodity Exchange Act, is the only non-exchange self-regulatory organization for commodity industry professionals. The CFTC has delegated to the NFA responsibility for the registration of “commodity trading advisors,” “commodity pool operators,” “futures commission merchants,” “introducing brokers,” “swap dealers” and their respective associated persons and “floor brokers.” The Commodity Exchange Act requires “commodity pool operators” such as Superfund Capital Management and commodity brokers, “futures commission merchants” or “swap dealers” such as the Fund’s commodity brokers and FX counterparties to be registered and to comply with various reporting and recordkeeping requirements. Superfund Capital Management and the Fund’s commodity brokers are members of the NFA. The CFTC may suspend a commodity pool operator’s registration if it finds that its trading practices tend to disrupt orderly market conditions, or as the result of violations of the Commodity Exchange Act or rules and regulations promulgated thereunder. In the event Superfund Capital Management’s registration as a commodity pool operator was terminated or suspended, Superfund Capital Management would be unable to continue to manage its business or the Fund. Should Superfund Capital Management’s registration be suspended, termination of the Fund might result.

In addition to such registration requirements, the CFTC and certain commodity exchanges have established limits on the maximum net long and net short positions which any person, including the Fund, may hold or control in certain futures contracts. Most exchanges also limit the maximum changes in futures contract prices that may occur during a single trading day. In November 2011, the CFTC adopted a new position limits regime for 28 so-called “exempt” (i.e., metals and energy) and agricultural futures and options contracts and their economically equivalent swap contracts. A U.S. District Court vacated the new position limits regime, but the CFTC proposed

 

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a new set of speculative position rules which are not yet finalized or effective. All accounts controlled by Superfund Capital Management, including the accounts of each Series, are combined for speculative position limit purposes. If positions in those accounts were to approach the level of the particular speculative position limit Superfund Capital Management may modify the trading decisions for the Fund or be forced to liquidate certain futures positions, possibly resulting in losses.

The Fund may also trade in dealer markets for forward and swap contracts. In addition, the Fund trades on foreign commodity exchanges, which are not currently subject to substantive regulation by any U.S. government agency. The Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) was enacted in July 2010. As a result of rules adopted by the CFTC pursuant to Dodd-Frank, the regulatory landscape affecting the Fund is evolving. For example, Dodd-Frank mandates that certain standardized over-the-counter derivatives be executed in regulated markets and submitted for clearing to regulated clearinghouses. The mandates imposed by the CFTC pursuant to Dodd-Frank may result in the Fund bearing higher upfront and mark-to-market margin, less favorable trade pricing and the possible imposition of new or increased fees, including clearing account maintenance fees.

The Fund itself has no employees. Rather it is operated by Superfund Capital Management. Superfund Capital Management employs approximately seven people on a full-time basis.

 

Item 1A.

Risk Factors.

Not required.

 

Item 1B.

Unresolved Staff Comments.

Not required.

 

Item 2.

Properties.

The Fund does not own or use any physical properties in the conduct of its business. Its assets currently consist of futures and other contracts and cash. Superfund Capital Management’s office is located at Superfund Office Building, P.O. Box 1479, Grand Anse, St. George’s, Grenada, West Indies.

 

Item 3.

Legal Proceedings.

None.

 

Item 4.

Mine Safety Disclosures.

Not applicable.

PART II

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

 

(a)	Market Information

There is no trading market for the Units, and none is likely to develop. Units may be redeemed upon five (5) business days prior notice to Superfund Capital Management at their net asset value as of the last day of the month in which the redemption request is received.

 

(b)

Holders

As of February 28, 2015, there were 376 holders of Series A Units and 549 holders of Series B Units.

 

(c)

Dividends

Superfund Capital Management has sole discretion in determining what distributions, if any, the Fund will make to its Unitholders. Superfund Capital Management has not made any distributions as of the date hereof and has no present intention to make any.

 

(d)	Securities Authorized for Issuance Under Equity Compensation Plans

None.

 

(e)	Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

There have been no sales of unregistered securities of the Fund during 2014 or 2013. A description of the use of proceeds from the sale of registered securities is contained in the Fund’s current Prospectus dated May 1, 2013, included within the Registration Statement on Form S-1 (File No. 333-184998), under “Use of Proceeds” and such description is incorporated herein by reference from the Prospectus.

 

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(f)	Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Pursuant to the Fund’s Limited Partnership Agreement, Unitholders may redeem their Units at the end of each calendar month at the then current month-end net asset value per Unit. The redemption of Units has no impact on the value of the Units that remain outstanding, and Units are not reissued once redeemed.

The following tables summarize the redemptions by Unitholders during the fourth calendar quarter of 2014:

Series A:

 

Month		Units Redeemed				Net Asset Value per Unit ($)
October 31, 2014			121.163				1,225.32
November 30, 2014			229.801				1,297.74
December 31, 2014			460.935				1,283.60
Total			811.899

Series B:

 

Month		Units Redeemed				Net Asset Value per Unit ($)
October 31, 2014			269.225				1,358.18
November 30, 2014			198.257				1,491.33
December 31, 2014			273.694				1,462.68
Total			741.176

 

Item 6.

Selected Financial Data.

Not required.

 

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Introduction

The Fund commenced the offering of its Units on October 22, 2002. The initial offering terminated on October 31, 2002, and the Fund commenced operations on November 5, 2002. The continuing offering period commenced at the termination of the initial offering period and ended on May 1, 2014. For the year ended December 31, 2014, subscriptions totaling $978,609 for the Fund as a whole, $577,597 in Series A and $401,012 in Series B had been accepted and redemptions over the same period totaled $9,923,216 for the Fund as a whole, $4,186,645 in Series A and $5,736,571 in Series B.

Liquidity

Most U.S. 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 U.S. person.

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

 

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Capital Resources

The Fund will raise additional capital only through the sale of Units offered pursuant to a new offering, if any, 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.

Results of Operations

2014

Series A:

Net results for the year ended December 31, 2014 were a gain of 5.6% in net asset value compared to the preceding year. In this period, Series A experienced a net increase in net assets from operations of $536,088. The 2014 results consisted of interest income of $966, other income of $4, trading gains of $1,467,808 and total expenses of $932,690. Expenses included $211,874 in management fees, $31,599 in ongoing offering expenses, $17,180 in operating expenses, $458,107 in selling commissions, $206,378 in brokerage commissions and $7,552 in other expenses. At December 31, 2014 and December 31, 2013, the net asset value per Unit of Series A was $1,283.60 and $1,215.27, respectively.

Series B:

Net results for the year ended December 31, 2014 were a gain of 12.4% in net asset value compared to the preceding year. In this period, Series B experienced a net increase in net assets from operations of $1,252,679. The 2014 results consisted of interest income of $1,573, other income of $12, trading gains of $2,363,409 and total expenses of $1,112,315. Expenses included $229,510 in management fees, $35,210 in ongoing offering expenses, $18,610 in operating expenses, $496,236 in selling commissions, $321,526 in brokerage commissions and $11,223 in other expenses. At December 31, 2014 and December 31, 2013, the net asset value per Unit of Series B was $1,462.68 and $1,300.97, respectively.

Fund results for the 4^th Quarter 2014:

In December, the Fund’s managed futures strategy produced negative returns with losses attributable to the energy, stock index and agricultural sectors. The Fund’s long positions in cattle futures lost ground as the market fell consecutive days in the middle of the month, prompting the Chicago Mercantile Exchange (“CME”) to expand daily limits. The Fund’s allocations to U.S. stock indices underperformed as the U.S. markets remained volatile. The Fund’s long positions in Japanese bonds produced favorable results as the Japanese yen fell to a seven year low versus the U.S. dollar.

In November, the Fund’s managed futures strategy produced strong positive results based largely on the Fund’s positions in the stock index, bond and currency markets. Long positions in EUREX indices gained amid lingering prospects of further stimulus measures from the European Central Bank (“ECB”). Long positions in U.S. stock indices also produced positive results as the Standard & Poor’s 500 (“S&P500”) climbed to new highs on reported economic growth of 3.9%. The Fund yielded favorable returns from long Nikkei positions as industrial output and retail sales rose 0.2% and 1.4% respectively.

In October, the Fund’s managed futures strategy yielded negative results with losses primarily attributable to its allocations to the stock index, metals and grains markets. The Fund’s long positions in U.S. stock indices underperformed early in the month as the S&P500 erased its gains for the year. Short corn futures also lost ground as prices increased as poor weather conditions in the U.S. delayed the harvest. The Fund’s allocations to the bond sectors helped to minimize these losses, as long positions on Japanese bonds yielded positive results with the U.S. dollar strengthening against the Japanese yen. The Fund’s short crude positions also produced positive results as Saudi Arabia cut export prices to stimulate demand.

Fund results for the 3^rd Quarter 2014:

In September, the Fund’s managed futures strategy produced positive returns based primarily on the Fund’s allocations to the currencies, metals and grains markets. The U.S. dollar strengthened to highest level in almost four years as a result of the continued expansion of the U.S. economy. The Fund benefitted from short positions in the Japanese yen and in COMEX gold as both slid throughout the month. The Fund’s long positions in U.S. stock indices produced negative results. These losses were partially offset by the Fund’s long positions in the Tokyo Stock Price Index as increased demand for Japanese exports fuelled Japanese equity markets. The Fund’s short positions in corn futures produced positive returns as the market traced on larger than expected inventories.

In August, the Fund’s managed futures strategy produced strong positive results mainly due to the Fund’s long positions in the bonds and indices markets. The German bund rose throughout the month as German 10-year yields dropped due to inflation. The Fund’s long positions in U.S. stock indices produced positive returns as the S&P500 reached all-time highs after rebounding from an eight week low. The Fund’s allocations to the metals market produced slightly negative results as tensions seemed to ease in the Ukraine. The Fund’s long positions in natural gas gained as hotter weather increased demand.

 

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In July, the Fund’s managed futures strategy produced negative results with losses primarily attributable to the metal, stock index and energy markets. The Fund’s long positions in U.S. stock indices yielded negative returns as the S&P500 declined over two percent in a single day, marking the largest decline in the index since 2012. The Fund’s long positions in gold also produced negative returns as speculators continued to offload gold on concerns that the U.S. Federal Reserve (the “Fed”) may increase interest rates in a bid to fight inflation. The Fund’s short positions in the grains market were favorable, with projected yields for corn expected to reach record levels. The Fund’s long positions in the energy market also produced negative returns as crude oil prices dropped to three month lows.

Fund results for 2^nd Quarter 2014:

In June, the Fund’s managed futures strategy yielded slightly negative results as positions in the bond and metal markets suffered. The Fund’s short positions in COMEX gold lost ground as gold gained amid concerns regarding rising violence in Iraq. The Fund’s allocations to the energy, agricultural and equity markets all produced positive results, helping to partially offset the losses from the Fund’s bond and metal positions. The Fund’s long crude oil positions gained as violence in Iraq escalated, threatening the output of the Organization of the Petroleum Exporting Countries’ second largest producer. The Fund’s short positions in corn and soybeans gained as corn dropped to a five-month low and soybean experienced its biggest slump in five years as U.S. Department of Agriculture (“USDA”) reports showed farmers will plant record acreage. The Fund’s long E-mini S&P500 positions gained as the index continued to break record highs with its sixth straight quarterly gain.

In May, the Fund’s managed futures strategy produced strong positive performance, mainly due to allocations to the bond, stock index and metal markets. The Fund’s long positions in the CME S&P500 yielded positive returns as the index continued to break all-time highs as manufacturing indices indicated that economic growth would rebound in the second quarter. The Fund’s short positions in COMEX gold and silver also produced strong results as strong U.S. economic data eroded the metal’s “safe-haven” appeal. The Fund’s allocations to currencies produced negative results in May. The Euro tumbled from an almost 2.5-year high as ECB President Mario Draghi said that it would be open to taking further measures to support the Euro-zone economy. The ECB signal of a potential interest-rate cut has also weighed on the Euro.

In April, the Fund’s managed futures strategy produced negative results, with long positions in U.S. stock indices suffering as the S&P500 retraced from record highs. The Fund’s long positions in U.S. ten-year treasury notes also yielded negative returns. These losses were partially offset by positive performance from the Fund’s long Euro-bund positions. The Fund’s short positions in natural gas and crude oil produced negative results in April as tensions and political crisis in the Ukraine remained high and rising fears that any full-scale armed conflict in the region would disrupt supplies and send oil and gas prices higher. The Fund’s short positions in COMEX gold and silver remained flat as the improving U.S and European economies helped to pressure gold prices.

Fund results for 1^st Quarter 2014:

In March, the Fund’s managed futures strategy underperformed. The Fund’s bond positions negatively impacted performance as treasuries fell amid hints from the U.S. government of rate increases in 2015. The Fund’s allocations to energy markets also posted losses, as crude fell modestly due to tensions in Ukraine and a drop in Libyan oil production. The Fund’s positions in the metals, grains and agricultural markets, however, yielded positive returns, helping to offset the losses in other sectors. Among these markets, the Fund’s short positions in London Metal Exchange (“LME”) copper profited on concerns that the rising debt in China will curb copper demand. The fund also benefited from long positions soybean meal and cocoa gained amid poor weather conditions in Brazil.

In February, the Fund’s managed futures strategy yielded positive returns in all market groups apart except for metals, currencies and money markets. The Fund’s positions in bonds sector produced positive results as U.S. stocks rallied amid earnings and jobless claims, while German bonds fell as the ECB left interest rates unchanged and refrained from additional stimulus. The Fund’s short positions in silver and gold negatively affected performance as gold made experienced its largest monthly gain since July 2013 after investors and speculators chased prices higher on concerns about the pace of the U.S. economic recovery. The Fund’s long positions in crude oil and natural gas yielded profits as the markets continued to climb as cold weather demand pushed prices up in the first three weeks of the month.

In January, the Fund’s managed futures strategy produced negative results as positions in the indices and energy sectors underperformed. The Fund’s crude oil positions yielded losses amid speculation that the Fed would curb stimulus measures further following signs of improvement in the U.S. economy. The Fund’s positions in natural gas helped to minimize losses in the energies sector as it rallied throughout the second half of January due to a reported decrease in inventories to its lowest level in almost four years. The Fund’s positions in the metals markets performed poorly as gold and silver continued to rise on increased demand in Asia. The Fund’s allocations to indices also performed negatively as U.S. indices suffered the largest losses since 2012 on fears over emerging markets resulted in significant selloffs.

 

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2013

Series A:

Net results for the year ended December 31, 2013 were a gain of 7.50% in net asset value compared to the preceding year. In this period, Series A experienced a net increase in net assets from operations of $1,224,150. The 2013 results consisted of interest income of $1,295, other income of $2, trading gains of $2,587,018 and total expenses of $1,364,165. Expenses included $287,007 in management fees, $155,139 in ongoing offering expenses, $23,271 in operating expenses, $620,555 in selling commissions, $270,659 in brokerage commissions and $7,534 in other expenses. At December 31, 2013 and December 31, 2012, the net asset value per Unit of Series A was $1,215.27 and $1,130.49, respectively.

Series B:

Net results for the year ended December 31, 2013 were a gain of 14.26% in net asset value compared to the preceding year. In this period, Series B experienced a net increase in net assets from operations of $2,433,160. The 2013 results consisted of interest income of $1,964, other income of $6, trading gains of $4,105,202 and total expenses of $1,674,012. Expenses included $321,204 in management fees, $173,623 in ongoing offering expenses, $26,044 in operating expenses, $694,490 in selling commissions, $447,040 in brokerage commissions and $11,611 in other expenses. At December 31, 2013 and December 31, 2012, the net asset value per Unit of Series B was $1,300.97 and $1,138.65, respectively.

Fund results for 4^th Quarter 2013:

The Fund’s managed futures strategy produced positive returns in December, led by the Fund’s positions in the bond, currency and energy sectors. The Dow Jones Industrial Average (the “Dow”) and the S&P 500 each reached new highs as the Fed announced plans to cut its monthly bond purchases to $75 billion from $85 billion, the first step toward unwinding its economic stimulus program. The euro gained against the U.S. dollar as reports showed Italy’s industrial production expanded, boosting optimism of economic recovery. Crude oil gained on declines in inventories coupled with above-forecast U.S. economic data and news that internal strife in South Sudan may further threaten oil inventories.

In November, the Fund’s managed futures strategy experienced positive returns as its positions in indices and metals produced significant gains. Both the Dow and the S&P 500 set all-time highs as stocks rose sharply on better-than-expected corporate profit reports and news that the Fed would continue its easy-money policies. The Fund’s positions in the currency, money market and grains sectors also produced positive results. The Fund’s allocation to the energy sector performed negatively in November as its positions in NYMEX gasoline, natural gas and crude oil all produced losses after a temporary trade agreement was reached with Iran – the world’s fourth largest oil producer. U.S. crude oil production rose by 45,000 bbl/day to 8.02 million, placing it at the highest point in 25 years. The Fund’s short positions in COMEX gold and silver posted gains on reports of lackluster Chinese manufacturing growth, which fell to a two-month low.

The Fund’s managed futures strategy yielded positive results in October, as the Fund benefitted from its allocations to indices and bonds. For the first time since 2011, Japanese Government Bonds rose for the fourth consecutive month, producing strong gains for the Fund’s long positions. The Fund’s long positions in indices also performed well as the S&P500 rose to a record high. The Fund’s allocation to the energy sector produced disappointing results. The Fund’s long NYMEX natural gas positions suffered on speculation the U.S. Energy Information Administration would report increases in supply. The Fund’s allocation to metals also produced negative results as the Fed fueled speculation that it would trim the U.S. monetary stimulus sooner than anticipated.

Fund results for 3^rd Quarter 2013:

The Fund’s managed futures strategy produced negative returns in September. The Fund’s long positions in the energy sector hurt performance as natural gas futures continued to retrace from near three-month highs amid reduced anticipated demand based on U.S. weather forecasts. The Fund’s long positions in the metals markets also underperformed as gold futures tumbled following a report that U.S. jobless claims fell to the lowest level since April 2006. Gold and silver continued to decline on concerns over a possible shutdown of the U.S. government in October. The Fund’s positions in the bonds sector produced favorable returns as Japan’s inflation rate soared to its highest level since 2008.

In August, the Fund’s managed futures strategy underperformed as gold and silver continued their recovery from the previous month on news that U.S. home sales fell below consensus forecast indicating that the Fed will continue its stimulus program. The Fund’s short positions in the grain markets produced negative returns as soybeans rose to a nine-month high. The Fund’s long positions in crude yielded positive returns as prices rose at the end of the month to its highest level since April 2011. Crude’s rally coincided with signs of accelerating economic growth in Europe and the contemplation of Western military action against Syria.

 

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The Fund’s managed futures strategy produced negative returns in July. The Fund’s short positions in the metals and bonds markets suffered as the market weighed the Fed’s next move on monetary stimulus against the prospects for demand amid higher prices. Gold also recovered from a three-year low on news that the Fed would only start phasing out the stimulus once the economy was strong enough to stand on its own. This news allayed fears of imminent cuts to the Fed’s monthly bond purchases. The losses from the Fund’s metals and bond positions was partly offset by gains from the Fund’s long positions in the energy sector as U.S. Energy Information Administration data showed oil inventories feel for a fourth consecutive week.

Fund results for 2^nd Quarter 2013:

The Fund’s managed futures strategy produced negative returns in June, driven primarily by losses from the Fund’s allocation to energies markets as U.S. Department of Energy data showed higher than expected oil inventories. These losses were tempered slightly by gains experienced from the Fund’s metals positions, as gold and silver each dropped to its lowest level in over two years. The Fund’s allocation to the bonds markets also produced positive returns as a rise in the U.S. dollar produced sharp downward pressure on interest rate products.

In May, the Fund’s managed futures strategy yielded disappointing results due primarily to its positions in the bonds and energy sectors. The Fund’s long natural gas positions negatively affected performance amid reports from the U.S. Energy Information Administration of rising inventories. The U.S. Environmental Protection Agency also issued reports downplaying the environmental impact of natural gas fracking. The Fund’s long soybean positions produced sold returns in May as China, the world’s largest soybean consumer, continued to show increased demand.

In April, the Fund’s managed futures strategy posted positive returns amidst high volatility in several key markets. The Fund’s positions in the metals sector generated positive returns, as did its long natural gas positions. The Fund’s allocation to the grains sector suffered in April after the USDA reported that farmers had planted 2 million more acres of corn than expected.

Fund results for 1^st Quarter 2013:

In March, the Fund’s managed futures strategy produced positive returns. U.S. stock indices rose for a third consecutive month with the S&P 500 approaching an all-time high, leading to profitable returns for the Fund’s long positions. The Fund’s long positions in European long-term interest rate futures produced significant gains as investors feared the banking crisis in Cyprus could spill over into neighboring economies. Short positions in base metals added to positive returns as markets were pressured by the debt crisis in Europe, slumping Chinese stocks, and the rising U.S. dollar. The Fund also benefited from long natural gas positions as below normal temperatures forecasted for April lifted futures to an 18-month high. Larger than expected U.S. inventories and record projected planting acreage sent Chicago Board of Trade (“CBOT”) corn to limit down conditions on the last day of trading, resulting in losses for the Fund’s long positions across the grain sector.

The Fund’s managed futures strategy produced positive results in February as unmet expectations for global demand sent commodities lower while unsettling election results in Italy and negative growth renewed European debt concerns. Long positions in equity indices yielded losses for the Fund as European political instability and the slow pace of economic activity again raised concerns over regional finances. The Fund’s long bond positions generated solid returns in treasuries as European debt crisis fears were reignited in reaction to inconclusive Italian election results. Long positions in the money market sector generated favorable returns for the Funds as rising interbank borrowing costs prompted ECB President Mario Draghi to restate the ECB’s readiness to loosen monetary policy, lowering yield expectations. The U.S. dollar strengthened dramatically against a basket of world currencies leading to disappointing results for the Fund’s long positions in counter-currencies. The Fund’s short position in LME aluminum generated healthy returns as anticipated increases in demand had yet to be realized, Chinese production swelled and stockpiles tracked by LME rose for a fifth straight month. After climbing 6% in January, the crude oil complex fell back as the slow pace of recovery across the globe was unable to support a further advance, leading to losses for the Fund’s long positions in the energies sector.

In January, the Fund’s managed futures strategy produced positive returns to start 2013 with gains across multiple market sectors. The Fund’s strategies performed well in global equities as indices reached multi-year highs on growing investor optimism, producing profits for the Fund’s long positions. The Fund’s long positions in base metals produced favorable results with the rebound in the global economy leading to increased industrial demand. Long allocations across the energies sector also generated healthy returns for the Fund as improving global economic conditions lifted demand prospects while unrest across North Africa and the Middle East injected geopolitical risk premium. Growing global economic stability eroded demand for the safety of government securities in January, leading to negative returns for the Fund’s long positions in the bonds sector. Expectations for the removal of excess liquidity from the financial system led to losses for the Fund’s long positions in money market futures.

 

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Off-Balance Sheet Risk

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. The Fund trades in futures and forward contracts and is therefore a party to financial instruments with elements of off-balance sheet market and credit risk. In entering into these contracts, there exists a market risk that such contracts may be significantly influenced by conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the futures positions of the Fund at the same time, and if Superfund Capital Management was unable to offset such positions, the Fund could experience substantial losses. Superfund Capital Management attempts 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 not greater than 50%.

In addition to market risk, in entering into futures and forward contracts, there is a credit risk that a counterparty will not be able to meet its obligations to the Fund. The counterparty for futures contracts traded in the U.S. and on most foreign exchanges is the clearinghouse associated with such exchange. In general, clearinghouses are backed by the corporate members of the clearinghouse who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members, like some foreign exchanges, it is normally backed by a consortium of banks or other financial institutions.

Off-Balance Sheet Arrangements

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

Contractual Obligations

The Fund does 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 is trading futures, currency, forward and certain swap contracts, both long (contracts to buy) and short (contracts to sell). All such contracts are settled by offset, not delivery. Substantially all such contracts are for settlement within four months of the trade date and substantially all such contracts are 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 present a Condensed Schedule of Investments setting forth net unrealized appreciation (depreciation) of such Series’ open forward contracts as well as the fair value of the futures contracts purchased and sold by each Series at December 31, 2014 and December 31, 2013.

Critical Accounting Policies – Valuation of the Fund’s Positions

Superfund Capital Management believes that the accounting policies that are 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 are exchange-traded futures contracts, which are valued daily at settlement prices published by the exchanges. Any forward foreign currency contracts held by the Fund are valued at published daily settlement prices or at dealers’ quotes. Thus, Superfund Capital Management expects that under normal circumstances substantially all of the Fund’s assets are valued on a daily basis using objective measures.

Recently Adopted Accounting Pronouncements

ASU 2011-11

In December 2011, FASB issued ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”). ASU 2011-11 requires disclosures to make financial statements that are prepared under U.S. generally accepted accounting principles (“GAAP”) more comparable to those prepared under International Financial Reporting Standards (“IFRS”). The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of assets and liabilities as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, ASU 2011-11 requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements.

In January 2013, FASB issued guidance to clarify the scope of disclosures about offsetting assets and liabilities. The amendments clarify that the scope of guidance issued in December 2011 to enhance disclosures around financial instrument and derivative instruments that are either (a) offset, or (b) subject to a master netting agreement or similar agreement, irrespective of whether they are offset, applies to derivatives, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase

 

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agreements, and securities borrowing and securities lending transactions that are either offset or subject to an enforceable master netting arrangement or similar agreement. The amendments were effective for interim and annual periods beginning on or after January 1, 2013. Adoption did not have a material impact on the Fund’s financial statements.

 

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk.

Not required.

 

Item 8.

Financial Statements and Supplementary Data.

Financial statements appear beginning on page 18 of this report. Supplementary data is not required.

 

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

 

Item 9A.

Controls and Procedures.

Controls and Procedures

Superfund Capital Management, the Fund’s general partner, with the participation of Superfund Capital Management’s principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to each Series individually, as well as the Fund as a whole, as of the end of the period covered by this annual report, and, based on their evaluation, have concluded that these disclosure controls and procedures are effective. There were no changes in Superfund Capital Management’s internal controls with respect to each Series individually, as well as the Fund as a whole, or in other factors applicable to each Series individually, as well as the Fund as a whole, that could materially affect these controls subsequent to the date of their evaluation.

Changes in Internal Control over Financial Reporting

Section 404 of the Sarbanes-Oxley Act of 2002 requires Superfund Capital Management to evaluate annually the effectiveness of its internal controls over financial reporting with respect to each Series individually, as well as the Fund as a whole, as of the end of each fiscal year, and to include in all annual reports a management report assessing the effectiveness of its internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act. There were no changes in Superfund Capital Management’s internal control over financial reporting during the quarter-ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, Superfund Capital Management’s internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

Superfund Capital Management is responsible for establishing and maintaining adequate internal control over the financial reporting of each Series individually, as well as the Fund as a whole. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by a company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Superfund Capital Management’s internal control over financial reporting includes those policies and procedures that:

 

•

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of each Series individually, as well as the Fund as a whole;

 

•

provide reasonable assurance that transactions are recorded as necessary to permit preparation of each Series’, as well as the Fund’s, financial statements in accordance with U.S. GAAP, and that the receipts and expenditures of each Series individually, as well as the Fund as a whole, are being made only in accordance with authorizations of Superfund Capital Management’s management and directors; and

 

•

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of each Series individually, as well as the Fund as a whole, that could have a material effect on the Series’ or the Fund’s financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

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The management of Superfund Capital Management assessed the effectiveness of its internal control over financial reporting with respect to each Series individually, as well as the Fund as a whole, as of December 31, 2014. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control — Integrated Framework in 2013. Based on its assessment, management has concluded that, as of December 31, 2014, Superfund Capital Management’s internal control over financial reporting with respect to each Series individually, as well as the Fund as a whole, is effective based on those criteria.

The Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer, Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer, Section 1350 Certification of Principal Executive Officer and Section 1350 Certification of Principal Financial Officer, Exhibit 31.01, Exhibit 31.02, Exhibit 32.01 and Exhibit 32.02 hereto, respectively, are applicable with respect to each Series individually, as well as to the Fund as a whole.

 

Item 9B.

Other Information.

There was no information required to be disclosed in a report on Form 8-K during the fourth quarter of 2014 that was not reported on Form 8-K.

PART III

 

Item 10.

Directors, Executive Officers and Corporate Governance.

Identification of Directors and Executive Officers

The Fund has no directors or executive officers. The Fund has no employees. It is managed by Superfund Capital Management in its capacity as general partner. Superfund Capital Management has been registered with the CFTC as a commodity pool operator since May 2001. Its main business address is Superfund Office Building, P.O. Box 1479, Grand Anse, St. George’s, Grenada, West Indies, (473) 439-2418. Superfund Capital Management’s directors and executive officers are as follows:

NIGEL JAMES, age 34, was appointed as President of Superfund Capital Management on July 13, 2006, and was listed as a principal and registered as an associated person with Superfund Capital Management on November 28, 2006 and May 23, 2007, respectively. 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., an affiliate of Superfund Capital Management that acts as a commodity trading advisor to non-U.S. funds. In May 2005, he was promoted to the role of Intellectual Technology Project Manager for Superfund Trading Management, Inc. where he managed a team focused on conceptual analysis and design of trading software. 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 and began his employment in July 2003. Mr. James is a citizen of Grenada.

MARTIN SCHNEIDER, age 48, was appointed Vice President, Principal Financial Officer, Principal Accounting Officer and sole Director of Superfund Capital Management on July 28, 2010. Mr. Schneider was listed as a principal of Superfund Capital Management on August 19, 2010. From May 1997 to June 2001, Mr. Schneider served as Sales Director for Nike, Inc., an international retailer, in the company’s European divisions. From July 2001 to July 2002, Mr. Schneider held the position of Commercial Director for FC Tirol Innsbruck, a former Austrian football club. In this position, Mr. Schneider was responsible for the promotional activities of the organization. Mr. Schneider spent August 2002 preparing for his transition to the Superfund group of financial companies. From September 2002 to March 2005, Mr. Schneider functioned as the sports marketing director for Quadriga Asset Management GmbH, a financial services company, and as the Executive Vice President of the successor company, Superfund Marketing and Sports Sponsoring Inc., a marketing services company. In April 2005, Mr. Schneider assumed the role of Operating Manager for Superfund Group Monaco, a financial services company, a position he held until his appointment to Superfund Capital Management in June 2010. In the position of Operating Manager, Mr. Schneider conducted internal operational and financial audits of members of the Superfund group of affiliated financial companies. Mr. Schneider is a graduate of TGM Technical School in Vienna, Austria, with a degree in mechanical engineering. Mr. Schneider is a citizen of Austria.

CHRISTIAN BAHA, age 46, is Superfund Capital Management’s founder and ultimate sole owner. By December 1991, Mr. Baha began working independently to develop software for the technical analysis of financial data in Austria. In January 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 Beteiligungs & Vermögens AG (Quadriga AG). In March 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. He was listed as a principal of Superfund Advisors, Inc., a CFTC registered commodity pool operator, on November 20, 2009, however, such listing was withdrawn as of November 26, 2011. He was registered as an associated person and listed as a principal of Superfund Asset Management, Inc., a CFTC registered introducing broker, effective as of July 23, 1999 and June 24, 1997, respectively, until it withdrew

 

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its registration on July 12, 2012. He was registered as an associated person and listed as a principal of Superfund Asset Management LLC, a CFTC registered introducing broker, positions which he has held since June 11, 2012 and April 26, 2012. He has also been listed as a principal of Superfund Capital Management from May 9, 2001 until it withdrew its registration on September 19, 2013. He was registered as an associated person of Superfund Capital Management on May 9, 2001 as well, however, such registration was subsequently withdrawn on February 17, 2009. Mr. Baha is listed as a principal of Superfund Capital Management because he indirectly, through holding companies, owns 100% its equity securities. Mr. Baha was also listed as a principal of Superfund USA, Inc., a former broker dealer that was previously registered as a commodity pool operator with the CFTC from August 14, 2009 through September 4, 2010, from August 13, 2009 through September 4, 2010 because he is the sole owner of the foregoing entity. He is a graduate of the police academy in Vienna, Austria and studied at the Business University of Vienna, Austria. Mr. Baha is a citizen of Austria.

Identification of Certain Significant Employees

None.

Family Relationships

None.

Business Experience

See “Identification of Directors and Executive Officers,” above.

Involvement in Certain Legal Proceedings

There has never been a material administrative, civil or criminal order, judgment, decree or finding against Superfund Capital Management or any of its directors, executive officers, promoters or control persons.

Code of Ethics

The Fund has no employees, officers or directors and is managed by Superfund Capital Management. Superfund Capital Management has adopted a code of ethics that applies to its principal executive officer, principal financial officer and its principal accounting officer. A copy of the code of ethics may be obtained at no charge by written request to the corporate secretary of Superfund Capital Management, Superfund Office Building, P.O. Box 1479, Grand Anse, St. George’s, Grenada, West Indies.

Board of Director Nominees

Not applicable.

Audit Committee Financial Expert

The Board of Directors of Superfund Capital Management, in its capacity as the audit committee for the Fund, has determined that Roman Gregorig qualifies as an “audit committee financial expert” in accordance with the applicable rules and regulations for the SEC. He is not independent of management.

 

Item 11.

Executive Compensation.

The Fund has no employees, officers or directors and is managed by Superfund Capital Management. None of the directors or officers of Superfund Capital Management receive compensation from the Fund. Superfund Capital Management receives a monthly management fee of one-twelfth of 1.85% of month-end net assets (1.85% per annum) and a monthly fee of 25% of the aggregate cumulative appreciation (if any) in net asset value per Unit at the end of each month, exclusive of appreciation attributable to interest income. In addition, Superfund Brokerage Services, Inc., an affiliate of Superfund Capital Management, serves as the introducing broker for the Fund’s futures transactions and receives a portion of the brokerage commissions paid by the Fund in connection with its futures trading. An annual selling commission will be paid to Superfund USA, LLC (“Superfund USA”), an affiliate of Superfund Capital Management. The Units pay a commission of 4% of the month-end net asset value per Unit (1/12 of 4% per month); provided, however, the maximum cumulative selling commission per Unit sold pursuant to the Prospectus is 10% of the initial public offering price for such Unit. Each Series and Superfund USA were permitted to retain additional selling agents to assist with the placement of the Units. Units are no longer available for sale to the public. Superfund USA will pay all or a portion of the selling commission described above which it receives in respect of the Units sold by any additional selling agents to the additional selling agents that effected the sales.

 

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

 

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Security Ownership of Certain Beneficial Owners

All of the Fund’s general partner interest is held by Superfund Capital Management.

Security Ownership of Management

As of February 28, 2015, no Units were owned or held by officers of Superfund Capital Management. As of December 31, 2014, Superfund Capital Management owned 178.298 Units of Series A (non-voting), representing 2.2% of the total issued Units of Series A, and 196.786 Units of Series B (non-voting), representing 2.6% of the total issued Units of Series B, having a combined value of $519,069. Gains allocated to Units of Series A and Series B owned by Superfund Capital Management were $22,255 for the year ended December 31, 2014. Selling commissions over the 10% threshold in the amount of $11,190 were rebated to Superfund Capital Management during this period through the purchase of 8.488 Units of Series B. See Note 6 of the audited financial statements. Superfund Capital Management did not make any other contributions to either Series during this period. Superfund Capital Management redeemed 208.502 Units of Series A and 366.67 Units of Series B during this period, having combined value of $710,000. Superfund Capital Management’s ownership of Units of Series A and Series B is included in the overall changes in capital activity reported in the Statements of Changes in Net Assets. Christian Baha is the ultimate beneficial holder of all of the equity of Superfund Capital Management.

Changes in Control

None.

 

Item 13.

Certain Relationships And Related Transactions and Director Independence.

See “Item 10 Directors, Executive Officers and Corporate Governance,” “Item 11 Executive Compensation” and “Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” In 2014, the Series A management fees totaled $211,874, the Series A selling commissions totaled $458,107 and the Series A brokerage commissions totaled $206,378. In 2014, the Series B management fees totaled $229,510, the Series B selling commissions totaled $496,236 and the Series B brokerage commissions totaled $321,526. In 2013, the Series A management fees totaled $287,007, the Series A selling commissions totaled $620,555 and the Series A brokerage commissions totaled $270,659. In 2013, the Series B management fees totaled $321,204, the Series B selling commissions totaled $694,490 and the Series B brokerage commissions totaled $447,040.

 

Item 14.

Principal Accounting Fees And Services.

Audit Fees

The aggregate fees billed for professional services rendered by McGladrey LLP in connection with its audit of the Fund’s financial statements, reviews of the financial statements included in the quarterly reports on Form 10-Q and other services normally provided in connection with statutory and regulatory filings or engagements for the years ended December 31, 2014 and December 31, 2013, were approximately $91,000 and $101,000, respectively.

Audit-Related Fees

There were no audit-related fees for services rendered by McGladrey LLP for the years ended December 31, 2014 and December 31, 2013.

Tax Fees

There were no fees for tax compliance, tax advice or tax planning rendered by McGladrey LLP for the years ended December 31, 2014 and December 31, 2013.

All Other Fees

There were no other fees for products or services provided by McGladrey LLP for the years ended December 31, 2014 and December 31, 2013.

Pre-Approval Policies

The Board of Directors and Audit Committee of Superfund Capital Management approved all of the services described above. The Board of Directors and Audit Committee have determined that the payments made to its independent accountants for these services are compatible with maintaining such auditors’ independence. The Board of Directors pre-approves all audit and non-audit services and all engagement fees and terms.

 

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PART IV

 

Item 15.

Exhibits, Financial Statement Schedules.

 

(a)

The Following documents are filed as part of this report:

 

(1)

Financial Statements beginning on page 18 hereof.

 

(2)

Financial Statement Schedules:

Financial statement schedules have been omitted because they are not required or because equivalent information has been included in the financial statements or notes thereto.

 

(3)

Exhibits as required by Item 601 of Regulation S-K.

The following exhibits are included herewith.

 

Exhibit Number		Description of Document
31.01		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
31.02		Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
32.01		Section 1350 Certification of Principal Executive Officer
32.02   101.INS   101.SCH   101.CAL   101.DEF   101.LAB   101.PRE		Section 1350 Certification of Principal Financial Officer   XBRL Instance Document   XBRL Taxonomy Extension Schema Document   XBRL Taxonomy Extension Calculation Linkbase Document   XBRL Taxonomy Extension Definition Linkbase Document   XBRL Taxonomy Extension Labe Linkbase Document   XBRL Taxonomy Extension Presentation Linkbase Document

The following exhibits are incorporated by reference herein from the exhibit of the same description and number filed on April 12, 2013, with Amendment No. 1 to Superfund Green, L.P.’s Registration Statement on Form S-1 (File No. 333-184998).

 

3.01		Form of Sixth Amended and Restated Limited Partnership Agreement of Superfund Green, L.P.
10.02		Form of Subscription Agreement

The following exhibit is incorporated by reference herein from the exhibit of the same description and number filed on January 21, 2005, with Quadriga Superfund, L.P.’s Registration Statement on Form S-1 (Reg. No. 333-122229).

 

3.02		Certificate of Limited Partnership.

 

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EXHIBIT 13.01

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of Superfund Green, L.P. - Series A and Superfund Green, L.P. - Series B:

We have audited the accompanying statements of assets and liabilities of Superfund Green, L.P., Superfund Green, L.P. - Series A and Superfund Green, L.P. - Series B (collectively the “Funds”), including the condensed schedules of investments as of December 31, 2014 and 2013, and the related statements of operations, changes in net assets, and cash flows for the years then ended. These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits 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 statements are free of material misstatement. The Funds are not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits 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 Funds’ 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 statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Superfund Green, L.P., Superfund Green, L.P. - Series A and Superfund Green, L.P. - Series B as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/S/ McGLADREY LLP

Chicago, Illinois

March 31, 2015

 

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SUPERFUND GREEN, L.P.

STATEMENTS OF ASSETS AND LIABILITIES

As of December 31, 2014 and December 31, 2013

 

		December 31, 2014				December 31, 2013
ASSETS
Due from brokers		$	8,221,595			$	16,073,812
Unrealized gain on futures contracts purchased			927,412				1,125,807
Unrealized gain on futures contracts sold			627,584				567,289
Cash			12,702,894				11,990,898
Total assets			22,479,485				29,757,806
LIABILITIES
Unrealized depreciation on open forward contracts			—				44
Unrealized loss on futures contracts purchased			681,201				447,541
Unrealized loss on futures contracts sold			154,403				427,711
Redemptions payable			991,842				1,026,822
Management fees payable			33,459				44,638
Fees payable			16,069				52,699
Total liabilities			1,876,974				1,999,455
NET ASSETS		$	20,602,511			$	27,758,351

See accompanying notes to financial statements.

 

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SUPERFUND GREEN, L.P.

CONDENSED SCHEDULE OF INVESTMENTS

as of December 31, 2014

 

		Percentage of Net Assets				Fair Value
Futures Contracts Purchased
Currency			0.0	**%		$	2,110
Energy			(0.7	)			(160,231	)
Financial			2.3	*			491,037
Food & Fiber			(0.2	)			(52,786	)
Indices			1.4	*			294,340
Livestock			(1.0	)*			(210,110	)
Metals			(0.5	)			(118,149	)
Total futures contracts purchased			1.3				246,211
Futures Contracts Sold
Currency			0.4				79,639
Energy			1.0	*			217,842
Financial			(0.1	)			(12,202	)
Food & Fiber			0.3				74,642
Indices			(0.5	)			(101,301	)
Metals			1.0	*			214,561
Total futures contracts sold			2.1				473,181
Total futures contracts, at fair value			3.4	%		$	719,392
Futures and Forward Contracts by Country Composition
Australia			0.2	%		$	44,422
Canada			0.4				90,868
European Monetary Union			0.0	**			353
Great Britain			0.4				77,698
Japan			0.9				188,896
United States			0.3				74,579
Other			1.1	*			242,576
Total futures and forward contracts by country composition			3.3	%		$	719,392

 

*	No individual contract position constituted one percent or greater of net assets. Accordingly, the number of contracts and expiration dates are not presented.

**	Due to rounding – amount is less than 0.05%

See accompanying notes to financial statements.

 

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SUPERFUND GREEN, L.P.

CONDENSED SCHEDULE OF INVESTMENTS

as of December 31, 2013

 

		Percentage of Net Assets				Fair Value
Forward Contracts, at fair value
Unrealized depreciation on open forward contracts Currency			(0.0	)**%		$	(44	)
Total unrealized depreciation on open forward contracts			(0.0	)**			(44	)
Total forward contracts, at fair value			(0.0	)**%		$	(44	)
Futures Contracts Purchased
Currency			0.1	%		$	38,556
Energy			(0.5	)			(141,489	)
Financial			(0.0	)**			(10,479	)
Food & Fiber			(0.3	)			(78,391	)
Indices			2.2	*			611,530
Livestock			(0.1	)			(17,370	)
Metals			1.0				275,909
Total futures contracts purchased			2.4				678,266
Futures Contracts Sold
Currency			0.4				114,493
Financial			0.6				157,642
Food & Fiber			0.4				121,987
Indices			(0.1	)			(18,565	)
Metals			(0.9	)			(235,979	)
Total futures contracts sold			0.4				139,578
Total futures contracts, at fair value			2.9	%		$	817,844
Futures and Forward Contracts by Country Composition
Australia			(0.1	)%		$	(20,634	)
Canada			0.3				74,452
European Monetary Union			0.0	**			2,487
Great Britain			0.0	**			1,637
Japan			0.4				103,732
United States			2.1	*			591,287
Other			0.2				64,839
Total futures and forward contracts by country composition			2.9	%		$	817,800

 

*	No individual contract position constituted one percent or greater of net assets. Accordingly, the number of contracts and expiration dates are not presented.

**	Due to rounding – amount is less than 0.05%

See accompanying notes to financial statements.

 

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SUPERFUND GREEN, L.P.

STATEMENTS OF OPERATIONS

Years Ended December 31, 2014 and December 31, 2013

 

		2014				2013
Investment Income
Interest income		$	2,539			$	3,259
Other income			16				8
Total investment income			2,555				3,267
Expenses
Selling commission			954,343				1,315,045
Brokerage commissions			527,904				717,699
Management fee			441,384				608,211
Ongoing offering expenses			66,809				328,762
Operating expenses			35,790				49,315
Other			18,775				19,145
Total expenses			2,045,005				3,038,177
Net investment loss		$	(2,042,450	)		$	(3,034,910	)
Realized and unrealized gain (loss) on investments
Net realized gain on futures and forward contracts		$	3,929,625			$	7,218,484
Net change in unrealized depreciation on futures and forward contracts			(98,408	)			(526,264	)
Net gain on investments		$	3,831,217			$	6,692,220
Net increase in net assets from operations		$	1,788,767			$	3,657,310

See accompanying notes to financial statements.

 

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SUPERFUND GREEN, L.P.

STATEMENTS OF CHANGES IN NET ASSETS

Years Ended December 31, 2014 and December 31, 2013

 

		2014				2013
Increase in net assets from operations
Net investment loss		$	(2,042,450	)		$	(3,034,910	)
Net realized gain on futures and forward contracts			3,929,625				7,218,484
Net change in unrealized depreciation on futures and forward contracts			(98,408	)			(526,264	)
Net increase in net assets from operations			1,788,767				3,657,310
Capital Share transactions
Issuance of Units			978,609				1,253,504
Redemption of Units			(9,923,216	)			(11,566,761	)
Net decrease in net assets from capital share transactions			(8,944,607	)			(10,313,257	)
Net decrease in net assets			(7,155,840	)			(6,655,947	)
Net assets, beginning of year			27,758,351				34,414,298
Net assets, end of year		$	20,602,511			$	27,758,351

See accompanying notes to financial statements.

 

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SUPERFUND GREEN, L.P.

STATEMENTS OF CASH FLOWS

Years Ended December 31, 2014 and December 31, 2013

 

		2014				2013
Cash flows from operating activities
Net increase in net assets from operations		$	1,788,767			$	3,657,310
Adjustment to reconcile net increase in net assets from operations to net cash provided by operating activities:
Changes in operating assets and liabilities:
Decrease in due from brokers			7,852,217				65,619
Decrease in unrealized appreciation on open forward contracts			—				299,598
Decrease in futures contracts purchased			432,055				228,287
Decrease in unrealized depreciation on open forward contracts			(44	)			(176,645	)
Increase (decrease) in futures contracts sold			(333,603	)			175,024
Increase in due from affiliate			—				187
Decrease in management fees payable			(11,179	)			(11,568	)
Decrease in fees payable			(36,630	)			(17,239	)
Net cash provided by operating activities			9,691,583				4,220,573
Cash flows from financing activities
Subscriptions, net of change in advanced subscriptions			978,609				1,253,504
Redemptions, net of change in redemptions payable			(9,958,196	)			(12,448,366	)
Net cash used in financing activities			(8,979,587	)			(11,194,862	)
Net increase (decrease) in cash			711,996				(6,974,289	)
Cash, beginning of year			11,990,898				18,965,187
Cash, end of year		$	12,702,894			$	11,990,898

See accompanying notes to financial statements.

 

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SUPERFUND GREEN, L.P. – SERIES A

STATEMENTS OF ASSETS AND LIABILITIES

as of December 31, 2014 and December 31, 2013

 

		December 31, 2014				December 31, 2013
ASSETS
Due from brokers		$	3,032,505			$	6,653,002
Unrealized gain on futures contracts purchased			341,117				419,557
Unrealized gain on futures contracts sold			237,325				217,928
Cash			7,217,637				6,593,319
Total assets			10,828,584				13,883,806
LIABILITIES
Unrealized depreciation on open forward contracts			—				12
Unrealized loss on futures contracts purchased			251,096				177,312
Unrealized loss on futures contracts sold			58,750				167,110
Redemptions payable			591,594				516,586
Management fees payable			16,258				20,921
Fees payable			9,450				27,469
Total liabilities			927,148				909,410
NET ASSETS		$	9,901,436			$	12,974,396
Number of Units			7,713.806				10,676.154
Net Asset Value per Unit		$	1,283.60			$	1,215.27

See accompanying notes to financial statements.

 

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SUPERFUND GREEN, L.P. – SERIES A

CONDENSED SCHEDULE OF INVESTMENTS

as of December 31, 2014

 

		Percentage of Net Assets				Fair Value
Futures contracts purchased
Energy			(0.6	)%		$	(57,916	)
Financial			1.8	*			184,415
Food & Fiber			(0.1	)			(13,355	)
Indices			0.9				102,150
Livestock			(0.7	)			(78,470	)
Metals			(0.4	)			(46,803	)
Total futures contracts purchased			0.9				90,021
Futures contracts sold
Currency			0.3				28,808
Energy			0.8				81,210
Financial			(0.0	)**			(4,331	)
Food & Fiber			0.2				27,541
Indices			(0.4	)			(37,750	)
Metals			0.8				83,097
Total futures contracts sold			1.7				178,575
Total futures contracts, at fair value			2.6	%		$	268,596
Futures and Forward Contracts by Country Composition
Australia			0.1	%		$	12,933
Canada			0.3				31,434
European Monetary Union			(0.0	)**			(2,640	)
Great Britain			0.2				25,780
Japan			0.6				68,041
United States			0.5				37,619
Other			0.9				95,429
Total futures and forward contracts by country composition			2.6	%		$	268,596

 

*	No individual contract position constituted one percent or greater of net assets. Accordingly, the number of contracts and expiration dates are not presented.

**	Due to rounding – amount is less than 0.05%

See accompanying notes to financial statements.

 

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SUPERFUND GREEN, L.P. – SERIES A

CONDENSED SCHEDULE OF INVESTMENTS

as of December 31, 2013

 

		Percentage of Net Assets				Fair Value
Forward contracts, at fair value
Unrealized depreciation on open forward contracts Currency			(0.0	)**%		$	(12	)
Total unrealized depreciation on open forward contracts			(0.0	)**			(12	)
Total forward contracts, at fair value			(0.0	)**%		$	(12	)
Futures contracts purchased
Currency			0.1	%		$	14,519
Energy			(0.4	)			(58,373	)
Financial			(0.0	)**			(5,977	)
Food & Fiber			(0.2	)			(30,616	)
Indices			1.7	*			225,088
Livestock			(0.1	)			(6,620	)
Metals			0.8				104,224
Total futures contracts purchased			1.9				242,245
Futures contracts sold
Currency			0.3				40,617
Financial			0.5				68,053
Food & Fiber			0.4				48,543
Indices			(0.0	)**			(5,775	)
Metals			(0.8	)			(100,620	)
Total futures contracts sold			0.4				50,818
Total futures contracts, at fair value			2.3	%		$	293,063
Futures and Forward Contracts by Country Composition
Australia			(0.1	)%		$	(10,603	)
Canada			0.2				24,170
European Monetary Union			0.0	**			1,333
Great Britain			0.0	**			3,148
Japan			0.2				31,374
United States			1.8	*			219,921
Other			0.2				23,708
Total futures and forward contracts by country composition			2.3	%		$	293,051

 

*	No individual contract position constituted one percent or greater of net assets. Accordingly, the number of contracts and expiration dates are not presented.

**	Due to rounding – amount is less than 0.05%

See accompanying notes to financial statements.

 

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SUPERFUND GREEN, L.P. – SERIES A

STATEMENTS OF OPERATIONS

Years Ended December 31, 2014 and December 31, 2013

 

		2014				2013
Investment Income
Interest income		$	966			$	1,295
Other income			4				2
Total investment income			970				1,297
Expenses
Selling commission			458,107				620,555
Brokerage commissions			206,378				270,659
Management fee			211,874				287,007
Ongoing offering expenses			31,599				155,139
Operating expenses			17,180				23,271
Other			7,552				7,534
Total expenses			932,690				1,364,165
Net investment loss		$	(931,720	)		$	(1,362,868	)
Realized and unrealized gain (loss) on investments
Net realized gain on futures and forward contracts		$	1,492,263			$	2,754,413
Net change in depreciation on futures and forward contracts			(24,455	)			(167,395	)
Net gain on investments		$	1,467,808			$	2,587,018
Net increase in net assets from operations		$	536,088			$	1,224,150
Net increase in net assets from operations per unit (based upon weighted average number of units outstanding during year)*		$	59.08			$	98.55
Net increase in net assets from operations per unit (based upon change in net asset value per unit during year)		$	68.33			$	84.78

 

*	Weighted average number of Units outstanding for Series A for the Years Ended December 31, 2014 and December 31, 2013: 9,074.29 and 12,421.58, respectively.

See accompanying notes to financial statements.

 

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SUPERFUND GREEN, L.P. – SERIES A

STATEMENTS OF CHANGES IN NET ASSETS

Years Ended December 31, 2014 and December 31, 2013

 

		2014				2013
Increase (decrease) in net assets from operations
Net investment loss		$	(931,720	)		$	(1,362,868	)
Net realized gain on futures and forward contracts			1,492,263				2,754,413
Net change in unrealized depreciation on futures and forward contracts			(24,455	)			(167,395	)
Net increase in net assets from operations			536,088				1,224,150
Capital Share transactions
Issuance of Units			577,597				507,010
Redemption of Units			(4,186,645	)			(5,314,100	)
Net decrease in net assets from capital share transactions			(3,609,048	)			(4,807,090	)
Net decrease in net assets			(3,072,960	)			(3,582,940	)
Net assets, beginning of year			12,974,396				16,557,336
Net assets, end of year		$	9,901,436			$	12,974,396
Units, beginning of year			10,676.154				14,646.201
Issuance of Units			482.137				420.399
Redemption of Units			(3,444.485	)			(4,390.446	)
Units, end of year			7,713.806				10,676.154

See accompanying notes to financial statements.

 

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SUPERFUND GREEN, L.P. – SERIES A

STATEMENTS OF CASH FLOWS

Years Ended December 31, 2014 and December 31, 2013

 

		2014				2013
Cash flows from operating activities
Net increase in net assets from operations		$	536,088			$	1,224,150
Adjustment to reconcile net increase in net assets from operations to net cash provided by operating activities:
Changes in operating assets and liabilities:
Decrease in due from brokers			3,620,497				495,000
Decrease in unrealized appreciation on open forward contracts			—				89,246
Decrease in futures contracts purchased			152,224				67,373
Decrease in unrealized depreciation on open forward contracts			(12	)			(62,242	)
Increase (decrease) in futures contracts sold			(127,757	)			73,018
Increase in due from affiliate			—				187
Decrease in management fees payable			(4,663	)			(6,399	)
Decrease in fees payable			(18,019	)			(7,951	)
Net cash provided by operating activities			4,158,358				1,872,382
Cash flows from financing activities
Subscriptions, net of change in advanced subscriptions			577,597				507,010
Redemptions, net of change in redemptions payable			(4,111,637	)			(5,899,980	)
Net cash used in financing activities			(3,534,040	)			(5,392,970	)
Net increase (decrease) in cash			624,318				(3,520,588	)
Cash, beginning of year			6,593,319				10,113,907
Cash, end of year		$	7,217,637			$	6,593,319

See accompanying notes to financial statements.

 

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SUPERFUND GREEN, L.P. – SERIES B

STATEMENTS OF ASSETS AND LIABILITIES

as of December 31, 2014 and December 31, 2013

 

		December 31, 2014				December 31, 2013
ASSETS
Due from brokers		$	5,189,090			$	9,420,810
Unrealized gain on futures contracts purchased			586,295				706,250
Unrealized gain on futures contracts sold			390,259				349,361
Cash			5,485,257				5,397,579
Total assets			11,650,901				15,874,000
LIABILITIES
Unrealized depreciation on open forward contracts			—				32
Unrealized loss on futures contracts purchased			430,105				270,229
Unrealized loss on futures contracts sold			95,653				260,601
Redemptions payable			400,248				510,236
Management fees payable			17,201				23,717
Fees payable			6,619				25,230
Total liabilities			949,826				1,090,045
NET ASSETS		$	10,701,075			$	14,783,955
Number of Units			7,316.097				11,363.786
Net Asset Value per Unit		$	1,462.68			$	1,300.97

See accompanying notes to financial statements.

 

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SUPERFUND GREEN, L.P. – SERIES B

CONDENSED SCHEDULE OF INVESTMENTS

as of December 31, 2014

 

		Percentage of Net Assets				Fair Value
Futures contracts purchased
Currency			0.0	**%		$	2,110
Energy			(0.9	)			(102,315	)
Financial			2.8	*			306,622
Food & Fiber			(0.4	)			(39,431	)
Indices			1.7	*			192,190
Livestock			(1.2	)*			(131,640	)
Metals			(0.6	)			(71,346	)
Total futures contracts purchased			1.4				156,190
Futures contracts sold
Currency			0.6				50,831
Energy			1.2	*			136,632
Financial			(0.1	)			(7,871	)
Food & Fiber			0.4				47,101
Indices			(0.6	)			(63,551	)
Metals			1.2	*			131,464
Total futures contracts sold			2.7				294,606
Total futures contracts, at fair value			4.1	%		$	450,796
Futures and Forward Contracts by Country Composition
Australia			0.3	%		$	31,489
Canada			0.5				59,434
European Monetary Union			0.0	**			2,993
Great Britain			0.5				51,918
Japan			1.1	*			120,855
United States			0.3				36,960
Other			1.4	*			147,147
Total futures and forward contracts by country composition			4.1	%		$	450,796

 

*	No individual contract position constituted one percent or greater of net assets. Accordingly, the number of contracts and expiration dates are not presented.

**	Due to rounding – amount is less than 0.05%

See accompanying notes to financial statements.

 

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SUPERFUND GREEN, L.P. – SERIES B

CONDENSED SCHEDULE OF INVESTMENTS

as of December 31, 2013

 

		Percentage of Net Assets				Fair Value
Forward contracts, at fair value
Unrealized depreciation on open forward contracts Currency			(0.0	)**%		$	(32	)
Total unrealized depreciation on open forward contracts			(0.0	)**			(32	)
Total forward contracts, at fair value			(0.0	)**%		$	(32	)
Futures contracts purchased
Currency			0.2	%		$	24,037
Energy			(0.6	)			(83,116	)
Financial			(0.0	)**			(4,502	)
Food & Fiber			(0.3	)			(47,775	)
Indices			2.5	*			386,442
Livestock			(0.1	)			(10,750	)
Metals			1.2	*			171,685
Total futures contracts purchased			2.9				436,021
Futures contracts sold
Currency			0.5				73,876
Financial			0.6				89,589
Food & Fiber			0.5				73,444
Indices			(0.1	)			(12,790	)
Metals			(0.9	)			(135,359	)
Total futures contracts sold			0.6				88,760
Total futures contracts, at fair value			3.5	%		$	524,781
Futures and Forward Contracts by Country Composition
Australia			(0.1	)%		$	(10,031	)
Canada			0.3				50,282
European Monetary Union			0.0	**			1,154
Great Britain			(0.0	)**			(1,511	)
Japan			0.5				72,358
United States			2.5	*			371,366
Other			0.3				41,131
Total futures and forward contracts by country composition			3.5	%		$	524,749

 

*	No individual contract position constituted one percent or greater of net assets. Accordingly, the number of contracts and expiration dates are not presented.

**	Due to rounding – amount is less than 0.05%

See accompanying notes to financial statements.

 

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SUPERFUND GREEN, L.P. – SERIES B

STATEMENTS OF OPERATIONS

Years Ended December 31, 2014 and December 31, 2013

 

		2014				2013
Investment Income
Interest income		$	1,573			$	1,964
Other income			12				6
Total investment income			1,585				1,970
Expenses
Selling commission			496,236				694,490
Brokerage commissions			321,526				447,040
Management fee			229,510				321,204
Ongoing offering expenses			35,210				173,623
Operating expenses			18,610				26,044
Other			11,223				11,611
Total expenses			1,112,315				1,674,012
Net investment loss		$	(1,110,730	)		$	(1,672,042	)
Realized and unrealized gain (loss) on investments
Net realized gain on futures and forward contracts		$	2,437,362			$	4,464,071
Net change in unrealized depreciation on futures and forward contracts			(73,953	)			(358,869	)
Net gain on investments			2,363,409			$	4,105,202
Net increase in net assets from operations		$	1,252,679			$	2,433,160
Net increase in net assets from operations per unit (based upon weighted average number of units outstanding during year)*		$	140.27			$	184.35
Net increase in net assets from operations per unit (based upon change in net asset value per unit during year)		$	161.71			$	162.32

 

*	Weighted average number of Units outstanding for Series B for the Years Ended December 31, 2014 and December 31, 2013: 8,930.45 and 13,198.87, respectively.

See accompanying notes to financial statements.

 

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SUPERFUND GREEN, L.P. – SERIES B

STATEMENTS OF CHANGES IN NET ASSETS

Years Ended December 31, 2014 and December 31, 2013

 

		2014				2013
Increase (decrease) in net assets from operations
Net investment loss		$	(1,110,730	)		$	(1,672,042	)
Net realized gain on futures and forward contracts			2,437,362				4,464,071
Net change in unrealized depreciation on futures and forward contracts			(73,953	)			(358,869	)
Net increase in net assets from operations			1,252,679				2,433,160
Capital Share transactions
Issuance of Units			401,012				746,494
Redemption of Units			(5,736,571	)			(6,252,661	)
Net decrease in net assets from capital share transactions			(5,335,559	)			(5,506,167	)
Net decrease in net assets			(4,082,880	)			(3,073,007	)
Net assets, beginning of year			14,783,955				17,856,962
Net assets, end of year		$	10,701,075			$	14,783,955
Units, beginning of year			11,363.782				15,682.537
Issuance of Units			304.733				567.675
Redemption of Units			(4,352.418	)			(4,886.426	)
Units, end of year			7,316.097				11,363.786

See accompanying notes to financial statements.

 

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SUPERFUND GREEN, L.P. – SERIES B

STATEMENTS OF CASH FLOWS

Years Ended December 31, 2014 and December 31, 2013

 

		2014				2013
Cash flows from operating activities
Net increase in net assets from operations		$	1,252,679			$	2,433,160
Adjustment to reconcile net increase (decrease) in net assets from operations to net cash provided by operating activities:
Changes in operating assets and liabilities:
(Increase) decrease in due from brokers			4,231,720				(429,381	)
Decrease in unrealized appreciation on open forward contracts			—				210,352
Decrease in futures contracts purchased			279,831				160,914
Decrease in unrealized depreciation on open forward contracts			(32	)			(114,403	)
Increase (decrease) in futures contracts sold			(205,846	)			102,006
Decrease in management fees payable			(6,516	)			(5,169	)
Decrease in fees payable			(18,611	)			(9,288	)
Net cash provided by operating activities			5,533,225				2,348,191
Cash flows from financing activities
Subscriptions, net of change in advanced subscriptions			401,012				746,494
Redemptions, net of change in redemptions payable			(5,846,559	)			(6,548,386	)
Net cash used in financing activities			(5,445,547	)			(5,801,892	)
Net increase (decrease) in cash			87,678				(3,453,701	)
Cash, beginning of year			5,397,579				8,851,280
Cash, end of year		$	5,485,257			$	5,397,579

See accompanying notes to financial statements.

 

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SUPERFUND GREEN, L.P., SUPERFUND GREEN, L.P. – SERIES A and SUPERFUND GREEN, L.P. – SERIES B

NOTES TO FINANCIAL STATEMENTS

December 31, 2014

 

(1)	Nature of Operations

Organization and Business

Superfund Green, L.P. (the “Fund”), a Delaware limited partnership, commenced operations on November 5, 2002. The Fund was organized to trade speculatively in the United States of America (“U.S.”) and international commodity futures markets using a fully-automated computerized trading system. The Fund has issued two classes of Units, Series A and Series B (the “Series”). The two Series are traded and managed the same way except for the degree of leverage.

The term of the Fund shall continue until December 31, 2050, unless terminated earlier by the Fund’s general partner, Superfund Capital Management, Inc. (“Superfund Capital Management”), or by operation of law or a decline in the aggregate net assets of such Series to less than $500,000.

 

(2)	Basis of Presentation and Significant Accounting Policies

 

(a)

Basis of Presentation

Pursuant to rules and regulations of the Securities and Exchange Commission (“SEC”), audited financial statements are prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) and presented for the Fund as a whole, as the SEC registrant, and for Series A and Series B individually. For the avoidance of doubt, 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 Fund 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.

 

(b)

Valuation of Investments in Futures Contracts and Forward Contracts

All commodity interests (including derivative financial instruments and derivative commodity instruments) are used for trading purposes. The commodity interests are recorded on a trade date basis and open contracts are recorded in the statements of assets and liabilities at fair value on the last business day of the period, which represents market value for those commodity interests for which market quotes are readily available.

Exchange-traded futures contracts are valued at settlement prices published by the recognized exchange. Any spot and forward foreign currency contracts held by the Fund will be valued at published settlement prices or at dealers’ quotes.

 

(c)

Cash and Translation of Foreign Currency

The Fund maintains cash deposits with financial institutions in amounts that are in excess of the coverage limits adopted by the Federal Deposit Insurance Corporation. The Fund does not, however, believe it is exposed to significant credit risk on these holdings.

Assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the period end exchange rates. Purchases and sales of investments and income and expenses that are denominated in foreign currencies are translated into U.S. dollar amounts on the transaction date. Adjustments arising from foreign currency transactions are reflected in the statements of operations.

The Fund does not isolate that portion of the results of operations arising from the effect of changes in foreign exchange rates on investments from fluctuations from changes in market prices of investments held. Such fluctuations are included in net realized and unrealized gain (loss) on investments in the statements of operations.

 

(d)

Investment Transactions, Investment Income and Expenses

Investment transactions are accounted for on a trade-date basis. Interest income and expenses are recognized on the accrual basis. Operating expenses of the Fund are allocated to each Series in proportion to the net asset value of the Series at the beginning of each month. Expenses directly attributable to a particular Series are charged directly to that Series.

Gains or losses are realized when contracts are liquidated. Unrealized gains and losses on open contracts (the difference between contract trade price and market price) are reported in the statements of assets and liabilities as gross gain or loss, as there exists a right of offset of unrealized gains or losses in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 210-20, Offsetting – Balance Sheet.

 

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Set forth herein are instruments and transactions eligible for offset in the Statements of Assets and Liabilities and which are subject to derivative clearing agreements with the Fund’s futures commission merchants. Each futures commission merchant nets margin held on behalf of each Series of the Fund or payment obligations of the futures commission merchant to each Series against any payment obligations of that Series to the futures commission merchant. Each Series is required to deposit margin at each futures commission merchant to meet the original and maintenance requirements established by that futures commission merchant, and/or the exchange or clearinghouse associated with the exchange on which the instrument is traded. The derivative clearing agreements give each futures commission merchant a security interest in this margin to secure any liabilities owed to the futures commission merchant arising from a default by the Series. As of December 31, 2014, the Fund had on deposit $3,572,408 at ADMIS, $1,096,052 at Barclays Capital and $3,553,135 at Merrill Lynch. As of December 31, 2014, Series A had on deposit $1,336,878 at ADMIS, $312,652 at Barclays Capital and $1,382,975 at Merrill Lynch. As of December 31, 2014, Series B had on deposit $2,235,530 at ADMIS, $783,400 at Barclays Capital and $2,170,160 at Merrill Lynch.

 

(e)

Income Taxes

The Fund does not record a provision for U.S. income taxes because the partners report their share of the Fund’s income or loss on their returns. The financial statements reflect the Fund’s transactions without adjustment, if any, required for income tax purposes.

Superfund Capital Management has evaluated the application of ASC 740, Income Taxes (“ASC 740”) to the Fund, to determine whether or not there are uncertain tax positions that require financial statement recognition. Based on this evaluation, the Fund has determined no reserves for uncertain tax position are required to be recorded as a result of the application of ASC 740. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next twelve months. As a result, no income tax liability or expense has been recorded in the accompanying financial statements. The Fund files federal and various state tax returns. The 2011 through 2014 tax years generally remain subject to examination by the U.S. federal and most state tax authorities.

 

(f)

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates.

 

(g)

Recently Adopted Accounting Pronouncements

ASU 2011-11

In December 2011, FASB issued ASU No. 2011-11, Disclosures about Offsetting Assets and Liabilities (“ASU 2011-11”). ASU 2011-11 requires disclosures to make financial statements that are prepared under U.S. GAAP more comparable to those prepared under International Financial Reporting Standards (“IFRS”). The new disclosure requirements mandate that entities disclose both gross and net information about instruments and transactions eligible for offset in the statement of assets and liabilities as well as instruments and transactions subject to an agreement similar to a master netting arrangement. In addition, ASU 2011-11 requires disclosure of collateral received and posted in connection with master netting agreements or similar arrangements.

In January 2013, FASB issued guidance to clarify the scope of disclosures about offsetting assets and liabilities. The amendments clarify that the scope of guidance issued in December 2011 to enhance disclosures around financial instrument and derivative instruments that are either (a) offset, or (b) subject to a master netting agreement or similar agreement, irrespective of whether they are offset, applies to derivatives, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset or subject to an enforceable master netting arrangement or similar agreement. The amendments were effective for interim and annual periods beginning on or after January 1, 2013. Adoption did not have a material impact on the Fund’s financial statements.

 

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(h)

Fair Value Measurements

The Fund follows ASC 820, Fair Value Measurements and Disclosures (“ASC 820”). ASC 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of the fair value hierarchy under ASC 820 are described below:

 

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. In determining fair value, the Fund separates its financial instruments into two categories: U.S. government securities and derivative contracts.

Derivative Contracts. Derivative contracts can be exchange-traded or over-the-counter (“OTC”). Exchange-traded derivatives typically fall within level 1 or level 2 of the fair value hierarchy depending on whether they are deemed to be actively traded or not. The Fund has exposure to exchange-traded derivative contracts through the Fund’s trading of exchange-traded futures contracts. The Fund’s exchange-traded futures contract positions are valued daily at settlement prices published by the applicable exchanges. In such cases, provided they are deemed to be actively traded, exchange-traded derivatives are classified within level 1 of the fair value hierarchy. Less actively traded exchange-traded derivatives fall within level 2 of the fair value hierarchy.

OTC derivatives are valued using market transactions and other market evidence whenever possible, including market-based inputs to models, model calibration to market-clearing transactions, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency. Where models are used, the selection of a particular model to value an OTC derivative depends upon the contractual terms of, and specific risks inherent in, the instrument as well as the availability of pricing information in the market. For OTC derivatives that trade in liquid markets, such as generic forwards and swaps, model inputs can generally be verified and model selection does not involve significant management judgment. The OTC derivatives held by the Fund may include forwards and swaps. Spot and forward foreign currency contracts held by the Fund are valued at published daily settlement prices or at dealers’ quotes. The Fund’s forward and swap positions are typically classified within level 2 of the fair value hierarchy.

Certain OTC derivatives traded in less liquid markets with limited pricing information, and the determination of fair value for these derivatives is inherently more difficult. Such instruments are classified within level 3 of the fair value hierarchy. Where the Fund does not have corroborating market evidence to support significant model inputs and cannot verify the model to market transactions, transaction price is initially used as the best estimate of fair value. Accordingly, when a pricing model is used to value such an instrument, the model is adjusted so that the model value at inception equals the transaction price. The valuations of these less liquid OTC derivatives are typically based on level 1 and/or level 2 inputs that can be observed in the market, as well as unobservable level 3 inputs. Subsequent to initial recognition, the Fund updates the level 1 and level 2 inputs to reflect observable market changes, with resulting gains and losses reflected within level 3. Level 3 inputs are only changed when corroborated by evidence such as similar market transactions, third-party pricing services and/or broker or dealer quotations, or other empirical market data. In circumstances where the Fund cannot verify the model value to market transactions, it is possible that a different valuation model could produce a materially different estimate of fair value. The Fund attempts to avoid holding less liquid OTC derivatives. However, once held, the market for any particular derivative contract could become less liquid during the holding period.

As of and during the years ended December 31, 2014 and December 31, 2013, the Fund held no investments or derivative contracts valued using level 3 inputs.

The following table summarizes the valuation of the Fund’s assets and liabilities measured at fair value on a recurring basis by the ASC 820 fair value hierarchy as of December 31, 2014:

Superfund Green, L.P.

 

		Balance December 31, 2014				Level 1				Level 2				Level 3
ASSETS
Futures contracts sold		$	627,584			$	627,584			$	—			$	—
Futures contracts purchased			927,412				927,412				—				—
Total Assets Measured at Fair Value		$	1,554,996			$	1,554,996			$	—			$	—
LIABILITIES
Futures contracts sold		$	154,403			$	154,403			$	—			$	—
Futures contracts purchased			681,201				681,201				—				—
Total Liabilities Measured at Fair Value		$	835,604			$	835,604			$	—			$	—

 

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Superfund Green, L.P. – Series A

 

		Balance December 31, 2014				Level 1				Level 2				Level 3
ASSETS
Futures contracts sold		$	237,325			$	237,325			$	—			$	—
Futures contracts purchased			341,117				341,117				—				—
Total Assets Measured at Fair Value		$	578,442			$	578,442			$	—			$	—
LIABILITIES
Futures contracts sold		$	58,750			$	58,750			$	—			$	—
Futures contracts purchased			251,096				251,096				—				—
Total Liabilities Measured at Fair Value		$	309,846			$	309,846			$	—			$	—

Superfund Green, L.P. – Series B

 

		Balance December 31, 2014				Level 1				Level 2				Level 3
ASSETS
Futures contracts sold		$	390,259			$	390,259			$	—			$	—
Futures contracts purchased			586,295				586,295				—				—
Total Assets Measured at Fair Value		$	976,554			$	976,554			$	—			$	—
LIABILITIES
Futures contracts sold		$	95,653			$	95,653			$	—			$	—
Futures contracts purchased			430,105				430,105				—				—
Total Liabilities Measured at Fair Value		$	525,758			$	525,758			$	—			$	—

The following table summarizes the valuation of the Fund’s assets and liabilities measured at fair value on a recurring basis by the ASC 820 fair value hierarchy as of December 31, 2013:

Superfund Green, L.P.

 

		Balance December 31, 2013				Level 1				Level 2				Level 3
ASSETS
Futures contracts sold		$	567,289			$	567,289			$	—			$	—
Futures contracts purchased			1,125,807				1,125,807				—				—
Total Assets Measured at Fair Value		$	1,693,096			$	1,693,096			$	—			$	—
LIABILITIES
Unrealized depreciation on open forward contracts		$	44			$	—			$	44			$	—
Futures contracts sold			427,711				427,711				—				—
Futures contracts purchased			447,541				447,541				—				—
Total Liabilities Measured at Fair Value		$	875,296			$	875,252			$	44			$	—

 

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Superfund Green, L.P. – Series A

 

		Balance December 31, 2013				Level 1				Level 2				Level 3
ASSETS
Futures contracts sold		$	217,928			$	217,928			$	—			$	—
Futures contracts purchased			419,557				419,557				—				—
Total Assets Measured at Fair Value		$	637,485			$	637,485			$	—			$	—
LIABILITIES
Unrealized depreciation on open forward contracts		$	12			$	—			$	12			$	—
Futures contracts sold			167,110				167,110				—				—
Futures contracts purchased			177,312				177,312				—				—
Total Liabilities Measured at Fair Value		$	344,434			$	344,422			$	12			$	—

Superfund Green, L.P. – Series B

 

		Balance December 31, 2013				Level 1				Level 2				Level 3
ASSETS
Futures contracts sold		$	349,361			$	349,361			$	—			$	—
Futures contracts purchased			706,250				706,250				—				—
Total Assets Measured at Fair Value		$	1,055,611			$	1,055,611			$	—			$	—
LIABILITIES
Unrealized depreciation on open forward contracts		$	32			$	—			$	32			$	—
Futures contracts sold			260,601				260,601				—				—
Futures contracts purchased			270,229				270,229				—				—
Total Liabilities Measured at Fair Value		$	530,862			$	530,830			$	32			$	—

For the years ended December 31, 2014 and 2013, there were no transfers between Level 1 and Level 2 assets and liabilities.

 

(3)	Disclosure of derivative instruments and hedging activities

The Fund follows ASC 815, Disclosures about Derivative Instruments and Hedging Activities. ASC 815 is intended to improve financial reporting for derivative instruments by requiring enhanced disclosure that enables investors to understand how and why an entity uses derivatives, how derivatives are accounted for, and how derivative instruments affect an entity’s results of operations and financial position.

Derivative instruments held by the Fund do not qualify as derivative instruments held as hedging instruments, as defined in ASC 815. Instead, the Fund includes derivative instruments in its trading activity. Per the requirements of ASC 815, the Fund discloses the gains and losses on its trading activities for both derivative and nonderivative instruments in the Statement of Operations for each Series.

The Fund engages in the speculative trading of forward contracts in currency and futures contracts in a wide range of commodities, including equity markets, interest rates, food and fiber, energy, livestock and metals. ASC 815 requires entities to recognize all derivatives instruments as either assets or liabilities at fair value in the statement of financial position. Investments in forward

 

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contracts and commodity futures contracts are recorded in the Statements of Assets and Liabilities as “unrealized appreciation or depreciation on open forward contracts and futures contracts purchased and futures contracts sold.” Since the derivatives held or sold by the Fund are for speculative trading purposes, the derivative instruments are not designated as hedging instruments under the provisions of ASC 815. Accordingly, all realized gains and losses, as well as any change in net unrealized gains or losses on open positions from the preceding period, are recognized as part of the Fund’s realized and unrealized gain (loss) on investments in the Statements of Operations.

Superfund Capital Management believes futures and forward unrealized gains and losses expressed as a percentage of net assets is indicative of trading activity. Information concerning the fair value of the Fund’s derivatives held long or sold short, as well as information related to the annual average volume of the Fund’s derivative activity, is as follows:

Superfund Green, L.P.

The fair value of the Fund’s derivatives by instrument type, as well as the location of those instruments on the Statement of Assets and Liabilities, as of December 31, 2014, is as follows:

 

Type of Instrument		Statement of Assets and Liabilities Location		Asset Derivatives at December 31, 2014				Liability Derivatives at December 31, 2014				Net
Futures contracts		Futures contracts purchased		$	927,412			$	(681,201	)		$	246,211
Futures contracts		Futures contracts sold			627,584				(154,403	)			473,181
Totals				$	1,554,996			$	(835,604	)		$	719,392

The fair value of the Fund’s derivatives by instrument type, as well as the location of those instruments on the Statement of Assets and Liabilities, as of December 31, 2013, is as follows:

 

Type of Instrument		Statement of Assets and Liabilities Location		Asset Derivatives at December 31, 2013				Liability Derivatives at December 31, 2013				Net
Foreign exchange contracts		Unrealized depreciation on open forward contracts		$	—			$	(44	)		$	(44	)
Futures contracts		Futures contracts purchased			1,125,807				(447,541	)			678,266
Futures contracts		Futures contracts sold			567,289				(427,711	)			139,578
Totals				$	1,693,096			$	(875,296	)		$	817,800

The Fund’s financial assets, derivative assets and cash collateral held by counterparties as of December 31, 2014 is as follows:

 

						Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty		Net Amount of Assets in the Statement of Assets and Liabilities				Financial Instruments Pledged				Cash Collateral Received				Net Amount
ADMIS		$	74,729			$	—			$	—			$	74,729
Barclays Capital			594,459				—				—				594,459
Merrill Lynch			50,204				—				—				50,204
Totals		$	719,392			$	—			$	—			$	719,392

The Fund’s financial assets, derivative assets and cash collateral held by counterparties as of December 31, 2013 is as follows:

 

						Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty		Net Amount of Assets in the Statement of Assets and Liabilities				Financial Instruments Pledged				Cash Collateral Received				Net Amount
ADMIS		$	683,720			$	—			$	—			$	683,720
Barclays Capital			11,835				—				—				11,835
Citigroup Global Markets Inc.			122,245				—				—				122,245
Totals		$	817,800			$	—			$	—			$	817,800

 

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Effects of derivative instruments on the Statement of Operations for the Year Ended December 31, 2014:

 

Derivatives not Designated as Hedging Instruments under ASC 815		Location of Gain (Loss) on Derivatives Recognized in Income		Net Realized Gain (Loss) on Derivatives Recognized in Income				Net Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
Foreign exchange contracts		Net realized/unrealized gain (loss) on futures and forward contracts		$	(188,573	)		$	44
Futures contracts		Net realized/unrealized gain (loss) on futures and forward contracts			4,118,198				(98,452	)
Total				$	3,929,625			$	(98,408	)

Effects of derivative instruments on the Statement of Operations for the Year Ended December 31, 2013:

 

Derivatives not Designated as Hedging Instruments under ASC 815		Location of Gain (Loss) on Derivatives Recognized in Income		Net Realized Gain (Loss) on Derivatives Recognized in Income				Net Change in Unrealized Depreciation on Derivatives Recognized in Income
Foreign exchange contracts		Net realized/unrealized loss on futures and forward contracts		$	(546,327	)		$	(122,953	)
Futures contracts		Net realized/unrealized gain (loss) on futures and forward contracts			7,764,811				(403,311	)
Total				$	7,218,484			$	(526,264	)

Superfund Green, L.P. gross and net unrealized gains and losses by long and short positions as of December 31, 2014:

 

		As of December 31, 2014
		Long Positions Gross Unrealized																Short Positions Gross Unrealized
		Gains				% of Net Assets				Losses				% of Net Assets				Gains				% of Net Assets				Losses				% of Net Assets				Net Unrealized Gain (Loss) on Open Positions
Currency		$	2,110				0.0	*		$	—				—			$	79,895				0.4			$	(256	)			(0.0	)*		$	81,749
Financial			516,998				2.4				(25,961	)			(0.1	)			—				—				(12,202	)			(0.1	)			478,835
Food & Fiber			36,790				0.2				(89,576	)			(0.4	)			107,005				0.5				(32,364	)			(0.1	)			21,855
Indices			312,438				1.4				(18,098	)			(0.1	)			3,206				0.0	*			(104,507	)			(0.5	)			193,039
Metals			55,851				0.3				(174,000	)			(0.8	)			219,636				1.0				(5,075	)			(0.0	)*			96,412
Livestock			3,090				0.0	*			(213,200	)			(1.0	)			—				—				—				—				(210,110	)
Energy			134				0.0	*			(160,365	)			(0.7	)			217,843				1.0				—				—				57,612
Totals		$	927,411				4.3			$	(681,200	)			(3.2	)		$	627,585				2.9			$	154,404				(0.7	)		$	719,392

 

*	Due to rounding – amount is less than 0.05%

 

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Superfund Green, L.P. gross and net unrealized gains and losses by long and short positions as of December 31, 2013:

 

		As of December 31, 2013
		Long Positions Gross Unrealized																Short Positions Gross Unrealized
		Gains				% of Net Assets				Losses				% of Net Assets				Gains				% of Net Assets				Losses				% of Net Assets				Net Unrealized Gain (Loss) on Open Positions
Foreign Exchange		$	—				—			$	—				—			$	—				—			$	(44	)			(0.0	)*		$	(44	)
Currency			65,637				0.2				(27,081	)			(0.1	)			122,158				0.4				(7,665	)			(0.0	)*			153,049
Financial			4,949				0.0	*			(15,428	)			(0.1	)			176,082				0.6				(18,440	)			(0.1	)			147,163
Food & Fiber			14,080				0.1				(92,471	)			(0.3	)			122,152				0.4				(165	)			(0.0	)*			43,596
Indices			643,153				2.3				(31,623	)			(0.1	)			168				0.0	*			(18,733	)			(0.1	)			592,965
Metals			275,909				1.0				—				—				146,729				0.5				(382,708	)			(1.4	)			39,930
Livestock			—				—				(17,370	)			(0.1	)			—				—				—				—				(17,370	)
Energy			122,079				0.4				(263,568	)			(0.9	)			—				—				—				—				(141,489	)
Totals		$	1,125,807				4.1			$	(447,541	)			(1.6	)		$	567,289				2.0			$	(427,755	)			(1.5	)		$	817,800

 

*	Due to rounding – amount is less than 0.05%

Superfund Green, L.P. average* contract volume by market sector for the Year Ended December 31, 2014:

 

		Average Number of Long Contracts				Average Number of Short Contracts
Currency			220				203
Financial			1,955				217
Food & Fiber			245				347
Indices			932				287
Metals			341				298
Energy			219				206
Livestock			129				1
Total			4,041				1,559

 

*	Based on quarterly holdings

Superfund Green, L.P. average* contract volume by market sector for the Year Ended December 31, 2013:

 

		Average Number of Long Contracts				Average Number of Short Contracts				Average Value of Long Positions				Average Value of Short Positions
Foreign Exchange			45				41			$	42			$	157

 

		Average Number of Long Contracts				Average Number of Short Contracts
Currency			769				411
Financial			2,863				1,467
Food & Fiber			183				349
Indices			2,810				238
Metals			1,267				737
Energy			699				401
Livestock			137				45
Total			8,773				3,689

 

*	Based on quarterly holdings

 

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Superfund Green, L.P. trading results by market sector:

 

		For the Year Ended December 31, 2014
		Net Realized Gains (Losses)				Change in Net Unrealized Gains (Losses)				Net Trading Gains (Losses)
Foreign Exchange		$	(188,573	)		$	44			$	(188,529	)
Currency			553,145				(71,300	)			481,845
Financial			2,466,259				331,672				2,797,931
Food & Fiber			931,647				(21,741	)			909,906
Indices			906,369				(399,926	)			506,443
Metals			(658,725	)			56,482				(602,243	)
Livestock			553,240				(192,740	)			360,500
Energy			(633,737	)			199,101				(434,636	)
Total net trading gains (losses)		$	3,929,625			$	(98,408	)		$	3,831,217

 

		For the Year Ended December 31, 2013
		Net Realized Gains (Losses)				Change in Net Unrealized Gains (Losses)				Net Trading Gains (Losses)
Foreign Exchange		$	(546,327	)		$	(122,953	)		$	(669,280	)
Currency			(904,875	)			(142,884	)			(1,047,759	)
Financial			1,073,545				(88,857	)			984,688
Food & Fiber			(701,350	)			(152,976	)			(854,326	)
Indices			4,591,773				256,590				4,848,363
Metals			4,460,004				333,431				4,793,435
Livestock			94,090				(17,370	)			76,720
Energy			(848,376	)			(591,245	)			(1,439,621	)
Total net trading gains (losses)		$	7,218,484			$	(526,264	)		$	6,692,220

Superfund Green, L.P. - Series A

The fair value of the Fund’s derivatives by instrument type, as well as the location of those instruments on the Statement of Assets and Liabilities, as of December 31, 2014, is as follows:

 

Type of Instrument		Statement of Assets and Liabilities Location		Asset Derivatives at December 31, 2014				Liability Derivatives at December 31, 2014				Net
Futures contracts		Futures contracts purchased		$	341,117			$	(251,096	)		$	90,021
Futures contracts		Futures contracts sold			237,325				(58,750	)			178,575
Totals				$	578,442			$	(309,846	)		$	268,596

The fair value of the Fund’s derivatives by instrument type, as well as the location of those instruments on the Statement of Assets and Liabilities, as of December 31, 2013, is as follows:

 

Type of Instrument		Statement of Assets and Liabilities Location		Asset Derivatives at December 31, 2013				Liability Derivatives at December 31, 2013				Net
Foreign exchange contracts		Unrealized depreciation on open forward contracts		$	—			$	(12	)		$	(12	)
Futures contracts		Futures contracts purchased			419,557				(177,312	)			242,245
Futures contracts		Futures contracts sold			217,928				(167,110	)			50,818
Totals				$	637,485			$	(344,434	)		$	293,051

 

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The Fund’s financial assets, derivative assets and cash collateral held by counterparties as of December 31, 2014 is as follows:

 

						Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty		Net Amount of Assets in the Statement of Assets and Liabilities				Financial Instruments Pledged				Cash Collateral Received				Net Amount
ADMIS		$	29,364			$	—			$	—			$	29,364
Barclays Capital			221,708				—				—				221,708
Merrill Lynch			17,524				—				—				17,524
Totals		$	268,596			$	—			$	—			$	268,596

The Fund’s financial assets, derivative assets and cash collateral held by counterparties as of December 31, 2013 is as follows:

 

						Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty		Net Amount of Assets in the Statement of Assets and Liabilities				Financial Instruments Pledged				Cash Collateral Received				Net Amount
ADMIS		$	258,489			$	—			$	—			$	258,489
Barclays Capital			3,378				—				—				3,378
Citigroup Global Markets Inc.			31,184				—				—				31,184
Totals		$	293,051			$	—			$	—			$	293,051

Effects of derivative instruments on the Statement of Operations for the Year Ended December 31, 2014:

 

Derivatives not Designated as Hedging Instruments under ASC 815		Location of Gain (Loss) on Derivatives Recognized in Income		Net Realized Gain (Loss) on Derivatives Recognized in Income				Net Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
Foreign exchange contracts		Net realized/unrealized gain (loss) on futures and forward contracts		$	(80,609	)		$	12
Futures contracts		Net realized/unrealized gain (loss) on futures and forward contracts			1,572,872				(24,467	)
Total				$	1,492,263			$	(24,455	)

Effects of derivative instruments on the Statement of Operations for the Year Ended December 31, 2013:

 

Derivatives not Designated as Hedging Instruments under ASC 815		Location of Gain (Loss) on Derivatives Recognized in Income		Net Realized Gain (Loss) on Derivatives Recognized in Income				Net Change in Unrealized Depreciation on Derivatives Recognized in Income
Foreign exchange contracts		Net realized/unrealized loss on futures and forward contracts		$	(233,119	)		$	(27,004	)
Futures contracts		Net realized/unrealized gain (loss) on futures and forward contracts			2,987,532				(140,391	)
Total				$	2,754,413			$	(167,395	)

 

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Superfund Green, L.P. – Series A gross and net unrealized gains and losses by long and short positions as of December 31, 2014:

 

		As of December 31, 2014
		Long Positions Gross Unrealized																Short Positions Gross Unrealized
		Gains				% of Net Assets				Losses				% of Net Assets				Gains				% of Net Assets				Losses				% of Net Assets				Net Unrealized Gain (Loss) on Open Positions
Currency		$	—				—			$	—				—			$	29,064				0.3			$	(256	)			(0.0	)*		$	28,808
Financial			194,235				1.9				(9,820	)			(0.1	)			—				—				(4,331	)			(0.0	)*			180,084
Food & Fiber			15,355				0.1				(28,710	)			(0.3	)			41,104				0.4				(13,563	)			(0.1	)			14,186
Indices			108,901				1.0				(6,751	)			(0.1	)			735				0.0	*			(38,485	)			(0.4	)			64,400
Metals			20,662				0.2				(67,465	)			(0.6	)			85,212				0.8				(2,115	)			(0.0	)*			36,294
Livestock			1,830				0.0	*			(80,300	)			(0.8	)			—				—				—				—				(78,470	)
Energy			134				0.0	*			(58,050	)			(0.6	)			81,210				0.8				—				—				23,294
Totals		$	341,117				3.2			$	(251,096	)			(2.5	)		$	237,325				2.3			$	(58,750	)			(0.5	)		$	268,596

 

*	Due to rounding – amount is less than 0.05%

Superfund Green, L.P. – Series A gross and net unrealized gains and losses by long and short positions as of December 31, 2013:

 

		As of December 31, 2013
		Long Positions Gross Unrealized																Short Positions Gross Unrealized
		Gains				% of Net Assets				Losses				% of Net Assets				Gains				% of Net Assets				Losses				% of Net Assets				Net Unrealized Gain (Loss) on Open Positions
Foreign Exchange		$	—				—			$	—				—			$	—				—			$	(12	)			(0.0	)*		$	(12	)
Currency			25,369				0.2				(10,850	)			(0.1	)			43,758				0.3				(3,141	)			(0.0	)*			55,136
Financial			—				—				(5,977	)			(0.0	)*			75,733				0.6				(7,680	)			(0.1	)			62,076
Food & Fiber			4,790				0.0	*			(35,406	)			(0.3	)			48,543				0.41				—				—				17,927
Indices			240,531				1.9				(15,443	)			(0.1	)			56				0.0	*			(5,831	)			(0.0	)*			219,313
Metals			104,224				0.8				—				—				49,838				0.4				(150,458	)			(1.2	)			3,604
Livestock			—				—				(6,620	)			(0.1	)			—				—				—				—				(6,620	)
Energy			44,644				0.3				(103,017	)			(0.8	)			—				—				—				—				(58,373	)
Totals		$	419,558				3.2			$	(177,313	)			(1.4	)		$	217,928				1.7			$	(167,122	)			(1.3	)		$	293,051

 

*	Due to rounding – amount is less than 0.05%

Series A average* contract volume by market sector for the Year Ended December 31, 2014:

 

		Average Number of Long Contracts				Average Number of Short Contracts
Currency			87				79
Financial			760				87
Food & Fiber			94				132
Indices			351				108
Metals			134				111
Energy			83				76
Livestock			50				—
Total			1,559				593

 

*	Based on quarterly holdings

Series A average* contract volume by market sector for the Year Ended December 31, 2013:

 

		Average Number of Long Contracts				Average Number of Short Contracts				Average Value of Long Positions				Average Value of Short Positions
Foreign Exchange			22				20			$	15			$	58

 

		Average Number of Long Contracts				Average Number of Short Contracts
Currency			299				155
Financial			1,118				560
Food & Fiber			67				131
Indices			1,057				92
Metals			493				283
Energy			262				150
Livestock			56				17
Total			3,374				1,408

 

*	Based on quarterly holdings

 

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Series A trading results by market sector:

 

		For the Year Ended December 31, 2014
		Net Realized Gains (Losses)				Change in Net Unrealized Gains (Losses)				Net Trading Gains (Losses)
Foreign Exchange		$	(80,609	)		$	12			$	(80,597	)
Currency			195,186				(26,328	)			168,858
Financial			930,635				118,008				1,048,643
Food & Fiber			351,617				(3,741	)			347,876
Indices			404,768				(154,913	)			249,855
Metals			(225,439	)			32,690				(192,749	)
Livestock			193,790				(71,850	)			121,940
Energy			(277,685	)			81,667				(196,018	)
Total net trading gains (losses)		$	1,492,263			$	(24,455	)		$	1,467,808

 

		For the Year Ended December 31, 2013
		Net Realized Gains (Losses)				Change in Net Unrealized Gains (Losses)				Net Trading Gains (Losses)
Foreign Exchange		$	(233,119	)		$	(27,004	)		$	(260,123	)
Currency			(308,266	)			(52,452	)			(360,718	)
Financial			390,942				(32,277	)			358,665
Food & Fiber			(272,319	)			(53,088	)			(325,407	)
Indices			1,665,121				113,344				1,778,465
Metals			1,700,949				120,633				1,821,582
Livestock			39,570				(6,620	)			32,950
Energy			(228,465	)			(229,931	)			(458,396	)
Total net trading gains (losses)		$	2,754,413			$	(167,395	)		$	2,587,018

Superfund Green, L.P. – Series B

The fair value of the Fund’s derivatives by instrument type, as well as the location of those instruments on the Statement of Assets and Liabilities, as of December 31, 2014, is as follows:

 

Type of Instrument		Statement of Assets and Liabilities Location		Asset Derivatives at December 31, 2014				Liability Derivatives at December 31, 2014				Net
Futures contracts		Futures contracts purchased		$	586,295			$	(430,105	)		$	156,190
Futures contracts		Futures contracts sold			390,259				(95,653	)			294,606
Totals				$	976,554			$	(525,758	)		$	450,796

 

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The fair value of the Fund’s derivatives by instrument type, as well as the location of those instruments on the Statement of Assets and Liabilities, as of December 31, 2013, is as follows:

 

Type of Instrument		Statement of Assets and Liabilities Location		Asset Derivatives at December 31, 2013				Liability Derivatives at December 31, 2013				Net
Foreign exchange contracts		Unrealized depreciation on open forward contracts		$	—			$	(32	)		$	(32	)
Futures contracts		Futures contracts purchased			706,250				(270,229	)			436,021
Futures contracts		Futures contracts sold			349,361				(260,601	)			88,760
Totals				$	1,055,611			$	(530,862	)		$	524,749

The Fund’s financial assets, derivative assets and cash collateral held by counterparties as of December 31, 2014 is as follows:

 

						Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty		Net Amount of Assets in the Statement of Assets and Liabilities				Financial Instruments Pledged				Cash Collateral Received				Net Amount
ADMIS		$	45,365			$	—			$	—			$	45,365
Barclays Capital			372,751				—				—				372,751
Merrill Lynch			32,680				—				—				32,680
Totals		$	450,796			$	—			$	—			$	450,796

The Fund’s financial assets, derivative assets and cash collateral held by counterparties as of December 31, 2013 is as follows:

 

						Gross Amounts Not Offset in the Statement of Assets and Liabilities
Counterparty		Net Amount of Assets in the Statement of Assets and Liabilities				Financial Instruments Pledged				Cash Collateral Received				Net Amount
ADMIS		$	425,231			$	—			$	—			$	425,231
Barclays Capital			8,457				—				—				8,457
Citigroup Global Markets Inc.			91,061				—				—				91,061
Totals		$	524,749			$	—			$	—			$	524,749

Effects of derivative instruments on the Statement of Operations for the Year Ended December 31, 2014:

 

Derivatives not Designated as Hedging Instruments under ASC 815		Location of Gain (Loss) on Derivatives Recognized in Income		Net Realized Gain (Loss) on Derivatives Recognized in Income				Net Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
Foreign exchange contracts		Net realized/unrealized gain (loss) on futures and forward contracts		$	(107,964	)		$	32
Futures contracts		Net realized/unrealized gain (loss) on futures and forward contracts			2,545,326				(73,985	)
Total				$	2,437,362			$	(73,953	)

 

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Effects of derivative instruments on the Statement of Operations for the Year Ended December 31, 2013:

 

Derivatives not Designated as Hedging Instruments under ASC 815		Location of Gain (Loss) on Derivatives Recognized in Income		Net Realized Gain (Loss) on Derivatives Recognized in Income				Net Change in Unrealized Depreciation on Derivatives Recognized in Income
Foreign exchange contracts		Net realized/unrealized loss on futures and forward contracts		$	(313,208	)		$	(95,949	)
Futures contracts		Net realized/unrealized gain (loss) on futures and forward contracts			4,777,279				(262,920	)
Total				$	4,464,071			$	(358,869	)

Superfund Green, L.P. – Series B gross and net unrealized gains and losses by long and short positions as of December 31, 2014:

 

		As of December 31, 2014
		Long Positions Gross Unrealized																Short Positions Gross Unrealized
		Gains				% of Net Assets				Losses				% of Net Assets				Gains				% of Net Assets				Losses				% of Net Assets				Net Unrealized Gain (Loss) on Open Positions
Currency		$	2,110				0.0	*		$	—				—			$	50,831				0.5			$	—				—			$	52,941
Financial			322,763				2.9				(16,141	)			(0.1	)			—				—				(7,871	)			(0.1	)			298,751
Food & Fiber			21,435				0.2				(60,866	)			(0.5	)			65,901				0.6				(18,801	)			(0.2	)			7,669
Indices			203,537				1.8				(11,347	)			(0.1	)			2,471				0.0	*			(66,022	)			(0.6	)			128,639
Metals			35,189				0.3				(106,535	)			(1.0	)			134,424				1.2				(2,960	)			(0.0	)*			60,118
Livestock			1,260				0.0	*			(132,900	)			(1.2	)			—				—				—				—				(131,640	)
Energy			—				—				(102,315	)			(0.9	)			136,633				1.2				—				—				34,318
Totals		$	586,294				5.2			$	(430,104	)			(3.8	)		$	390,260				3.5			$	(95,654	)			(0.9	)		$	450,796

 

*	Due to rounding – amount is less than 0.05%

Superfund Green, L.P. – Series B gross and net unrealized gains and losses by long and short positions as of December 31, 2013:

 

		As of December 31, 2013
		Long Positions Gross Unrealized																Short Positions Gross Unrealized
		Gains				% of Net Assets				Losses				% of Net Assets				Gains				% of Net Assets				Losses				% of Net Assets				Net Unrealized Gain (Loss) on Open Positions
Foreign Exchange		$	—				—			$	—				—			$	—				—			$	(32	)			(0.0	)*		$	(32	)
Currency			40,268				0.3				(16,231	)			(0.1	)			78,400				0.5				(4,524	)			(0.0	)*			97,913
Financial			4,949				0.0	*			(9,451	)			(0.1	)			100,349				0.7				(10,760	)			(0.1	)			85,087
Food & Fiber			9,290				0.1				(57,065	)			(0.4	)			73,609				0.5				(165	)			(0.0	)*			25,669
Indices			402,622				2.7				(16,180	)			(0.1	)			112				0.0	*			(12,902	)			(0.1	)			373,652
Metals			171,685				1.2				—				—				96,891				0.7				(232,250	)			(1.6	)			36,326
Livestock			—				—				(10,750	)			0.1				—				—				—				—				(10,750	)
Energy			77,435				0.5				(160,551	)			(1.1	)			—				—				—				—				(83,116	)
Totals		$	706,249				4.8			$	(270,228	)			(1.8	)		$	349,361				2.4			$	(260,633	)			(1.8	)		$	524,749

 

*	Due to rounding – amount is less than 0.05%

Series B average* contract volume by market sector for the Year Ended December 31, 2014:

 

		Average Number of Long Contracts				Average Number of Short Contracts
Currency			133				124
Financial			1,195				130
Food & Fiber			151				215
Indices			581				179
Metals			207				187
Energy			136				130
Livestock			79				1
Total			2,482				966

 

*	Based on quarterly holdings

 

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Series B average* contract volume by market sector for the Year Ended December 31, 2013:

 

		Average Number of Long Contracts				Average Number of Short Contracts				Average Value of Long Positions				Average Value of Short Positions
Foreign Exchange			23				21			$	27			$	99

 

		Average Number of Long Contracts				Average Number of Short Contracts
Currency			470				256
Financial			1,745				907
Food & Fiber			116				218
Indices			1,753				146
Metals			774				454
Energy			437				251
Livestock			81				28
Total			5,399				2,281

 

*	Based on quarterly holdings

Series B trading results by market sector:

 

		For the Year Ended December 31, 2014
		Net Realized Gains (Losses)				Change in Net Unrealized Gains (Losses)				Net Trading Gains (Losses)
Foreign Exchange		$	(107,964	)		$	32			$	(107,932	)
Currency			357,959				(44,972	)			312,987
Financial			1,535,624				213,664				1,749,288
Food & Fiber			580,030				(18,000	)			562,030
Indices			501,601				(245,013	)			256,588
Metals			(433,286	)			23,792				(409,494	)
Livestock			359,450				(120,890	)			238,560
Energy			(356,052	)			117,434				(238,618	)
Total net trading gains (losses)		$	2,437,362			$	(73,953	)		$	2,363,409

 

		For the Year Ended December 31, 2013
		Net Realized Gains (Losses)				Change in Net Unrealized Gains (Losses)				Net Trading Gains (Losses)
Foreign Exchange		$	(313,208	)		$	(95,949	)		$	(409,157	)
Currency			(596,609	)			(90,432	)			(687,041	)
Financial			682,603				(56,580	)			626,023
Food & Fiber			(429,031	)			(99,888	)			(528,919	)
Indices			2,926,652				143,246				3,069,898
Metals			2,759,055				212,798				2,971,853
Livestock			54,520				(10,750	)			43,770
Energy			(619,911	)			(361,314	)			(981,225	)
Total net trading gains (losses)		$	4,464,071			$	(358,869	)		$	4,105,202

 

(4)	Due from/to Brokers

Due from brokers consist of proceeds from securities sold. Amounts due from brokers may be restricted to the extent that they serve as deposits for securities sold short. Amounts due to brokers represent margin borrowings that are collateralized by certain securities. As of December 31, 2014, there were no amounts due to brokers.

 

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In the normal course of business, all of the Fund’s marketable securities transactions, money balances and marketable security positions are transacted with brokers. The Fund is subject to credit risk to the extent any broker with whom it conducts business is unable to fulfill contractual obligations on its behalf.

 

(5)	Allocation of Net Profits and Losses

In accordance with the Sixth Amended and Restated Limited Partnership Agreement, net profits and losses of the Fund are allocated to partners according to their respective interests in the Fund as of the beginning of each month.

Subscriptions received in advance, if any, represent cash received prior to December 31 for contributions of the subsequent month and do not participate in the earnings of the Fund until the following January.

 

(6)	Related Party Transactions

Superfund Capital Management shall be paid a management fee equal to one-twelfth of 1.85% of month-end net assets (1.85% per annum) of net assets, ongoing offering expenses equal to one-twelfth of 1% of month-end net assets (1% per annum), not to exceed the amount of actual expenses incurred, and monthly operating expenses equal to one-twelfth of 0.15% of month-end net assets (0.15% per annum), not to exceed the amount of actual expenses incurred. Superfund Capital Management will also be paid a monthly performance/incentive fee equal to 25% of the new appreciation without respect to interest income. Trading losses will be carried forward and no further performance/incentive fee may be paid until the prior losses have been recovered. In addition, Superfund Brokerage Services, Inc., an affiliate of Superfund Capital Management, serves as the introducing broker for the Fund’s futures transactions and receives a portion of the brokerage commissions paid by the Fund in connection with its futures trading. Superfund USA, an entity related to Superfund Capital Management by common ownership, shall be paid monthly selling commissions equal to one-twelfth of 4% (4% per annum) of the month-end net asset value of the Fund. However, the maximum cumulative selling commission per Unit is limited to 10% of the initial public offering price of Units sold. Selling commissions charged as of the end of each month in excess of 10% of the initial public offering price of Units sold shall not be paid out to any selling agent but shall instead be held in a separate account. Accrued monthly performance fees, if any, will then be charged against both net assets of the Fund as of month-end, as well as against amounts held in the separate account. Any increase or decrease in net assets and any accrued interest will then be credited or charged to each investor (a “Limited Partner”) on a pro rata basis. The remainder of the amounts held in the separate account, if any, shall then be reinvested in Units as of such month-end, at the current net asset value, for the benefit of the appropriate Limited Partner. The amount of any distribution to a Limited Partner, any amount paid to a Limited Partner on redemption of Units and any redemption fee paid to Superfund Capital Management upon the redemption of Units will be charged to that Limited Partner. Selling commissions are shown gross on the statement of operations and amounts over the 10% selling commission threshold are rebated to the Limited Partner by purchasing Units of the Fund. For the year ended December 31, 2014, rebated selling commissions amounted to $321,920 for Series A and $406,583 for Series B.

As of December 31, 2014, Superfund Capital Management owned 178.298 Units of Series A, representing 2.3% of the total issued Units of Series A, and 196.786 Units of Series B, representing 2.7% of the total issued Units of Series B, having a combined value of $519,069. Gains allocated to Units of Series A and Series B owned by Superfund Capital Management were $22,255 for the year ended December 31, 2014. Selling commissions over the 10% threshold in the amount of $11,190 were rebated to Superfund Capital Management during this period through the purchase of 8.488 Units of Series B. As of December 31, 2013, Superfund Capital Management owned 386.799 Units of Series A, representing 3.62% of the total issued Units of Series A, and 554.669 Units of Series B, representing 4.88% of the total issued Units of Series B, having a combined value of $1,191,673. Gains allocated to Units of Series A and Series B owned by Superfund Capital Management were $121,549 for the year ended December 31, 2013. Selling commissions over the 10% threshold in the amount of $14,742 were rebated to Superfund Capital Management during this period through the purchase of 11.657 Units of Series B. Superfund Capital Management did not make any other contributions to either Series during the year ended December 31, 2014. Superfund Capital Management redeemed 208.502 Units of Series A and 366.67 Units of Series B during this period, having a combined value of $710,000. Superfund Capital Management’s ownership of Units of Series A and Series B is included in the overall changes in capital activity reported in the Statements of Changes in Net Assets.

 

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(7)	Financial Highlights

Financial highlights for the year ended December 31, 2014, are as follows:

 

		SERIES A				SERIES B
Total return*
Total return before incentive fees			5.6	%			12.4	%
Incentive fees			0.0				0.0
Total return after incentive fees			5.6	%			12.4	%
Ratio to average partners’ capital
Operating expenses before incentive fees			8.1	%			8.9	%
Incentive fees			0.0				0.0
Total expenses			8.1	%			8.9	%
Net investment loss			(8.1	)%			(8.9	)%
Net asset value per unit, beginning of year		$	1,215.27			$	1,300.97
Net investment loss			(98.41	)			(117.43	)
Net gain on investments			166.74				279.14
Net asset value per unit, end of year		$	1,283.60			$	1,462.68

 

*	Total return is calculated for each Series of the Fund taken as a whole. An individual investor’s return may vary from these returns based on the timing of capital transactions.

 

Other per Unit information:
Net increase in net assets from operations per Unit (based upon weighted average Number of Units during year)		$	59.08			$	140.27
Net increase in net assets from operations per Unit (based upon change in net asset value per Unit during year)		$	68.33			$	161.71

Financial highlights for the year ended December 31, 2013, are as follows:

 

		SERIES A				SERIES B
Total return*
Total return before incentive fees			7.5	%			14.3	%
Incentive fees			0.0				0.0
Total return after incentive fees			7.5	%			14.3	%
Ratio to average partners’ capital
Operating expenses before incentive fees			8.8	%			9.7	%
Incentive fees			0.0				0.0
Total expenses			8.8	%			9.7	%
Net investment loss			(8.8	)%			(9.7	)%
Net asset value per unit, beginning of year		$	1,130.49			$	1,138.65
Net investment loss			(106.02	)			(122.27	)
Net gain on investments			190.80				284.59
Net asset value per unit, end of year		$	1,215.27			$	1,300.97

 

*	Total return is calculated for each Series of the Fund taken as a whole. An individual investor’s return may vary from these returns based on the timing of capital transactions.

 

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Other per Unit information:

 

Net increase in net assets from operations per Unit (based upon weighted average Number of Units during year)		$	98.55			$	184.35
Net increase in net assets from operations per Unit (based upon change in net asset value per Unit during year)		$	84.78			$	162.32

 

(8)	Financial Instrument Risk

In the normal course of its business, the Fund is party to financial instruments with off-balance sheet risk, including derivative financial instruments and derivative commodity instruments. The term “off-balance sheet risk” refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may result in a future obligation or loss. These financial instruments may include forwards, futures and options, whose values are based upon an underlying asset, index or reference rate, and generally represent future commitments to exchange currencies or cash flows, to purchase or sell other financial instruments at specific terms at specific future dates, or, in the case of derivative commodity instruments, to have a reasonable possibility to be settled in cash, through physical delivery or with another financial instrument. These instruments may be traded on an exchange or OTC. Exchange traded instruments are standardized and include futures and certain option contracts. OTC contracts are negotiated between contracting parties and include forwards and certain options. Each of these instruments is subject to various risks similar to those related to the underlying financial instruments including market and credit risk. In general, the risks associated with OTC contracts are greater than those associated with exchange traded instruments because of the greater risk of default by the counterparty to an OTC contract.

For the Fund, gross unrealized gains and losses related to exchange traded futures were $1,554,996 and $835,604, respectively, at December 31, 2014.

For Series A, gross unrealized gains and losses related to exchange traded futures were $578,442 and $309,846, respectively, at December 31, 2014.

For Series B, gross unrealized gains and losses related to exchange traded futures were $976,554 and $525,758, respectively, at December 31, 2014.

Market risk is the potential for changes in the value of the financial instruments traded by the Fund due to market changes, including interest and foreign exchange rate movements and fluctuations in commodity prices. In entering into these contracts, there exists a market risk that such contracts may be significantly influenced by conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the futures interest positions at the same time, and Superfund Capital Management is unable to offset such positions, the Fund could experience substantial losses.

Credit risk is the possibility that a loss may occur due to the failure of a counterparty to perform according to the terms of a contract. Credit risk with respect to exchange-traded instruments is reduced to the extent that an exchange or clearing organization acts as a counterparty to the transactions. The Fund’s risk of loss in the event of counterparty default is typically limited to the amounts recognized in the statements of assets and liabilities and not represented by the contract or notional amounts of the instruments. As the Fund’s assets are held in segregated accounts with futures commission merchants, the Fund has credit risk and concentration risk. The Fund’s futures commission merchants are currently ADM Investor Services, Inc. (“ADMIS”), Barclays Capital Inc. (“Barclays Capital”) and Merrill Lynch, Pierce, Fenner & Smith Inc. (“Merrill Lynch”).

Superfund Capital Management monitors and attempts 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 credit and market risks to which the Fund is subject. These monitoring systems allow Superfund Capital Management to statistically analyze actual trading results with risk adjusted performance indicators and correlation statistics. In addition, on-line monitoring systems provide account analysis of futures and forward positions by sector, margin requirements, gain and loss transactions and collateral positions.

 

(9)	Subscriptions and Redemptions

Effective May 1, 2014, the Fund no longer accepts subscriptions.

A Limited Partner may request any or all of his investment in such Series be redeemed by such Series at the net asset value of a Unit within such Series as of the end of each month, subject to a minimum redemption of $1,000 and subject further to such Limited Partner having an investment in such Series, after giving effect to the requested redemption, at least equal to the minimum

 

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initial investment amount of $10,000. Limited Partners must transmit a written request of such withdrawal to Superfund Capital Management not less than five business days prior to the end of the month (or such shorter period as permitted by Superfund Capital Management) as of which redemption is to be effective. Redemptions will generally be paid within twenty days after the date of redemption. However, in special circumstances, including, but not limited to, inability to liquidate dealers’ positions as of a redemption date or default or delay in payments due to each Series from clearing brokers, banks or other persons or entities, each Series may in turn delay payment to persons requesting redemption of the proportionate part of the net assets of each Series represented by the sums that are the subject of such default or delay. The Fund’s prospectus provides “if the net asset value per Unit within a Series as of the end of any business day declines by 50% or more from either the prior year-end or the prior month-end Unit value of such Series, Superfund Capital Management will suspend trading activities, notify all Limited Partners within such Series of the relevant facts within seven business days and declare a special redemption period.”

 

(10)	Indemnification

In the normal course of business, the Fund enters into contracts that provide general indemnifications. The Fund’s maximum exposure under these arrangements is dependent on future claims that may be made against the Fund, and therefore cannot be established; however, based on experience, the risk of loss from such claims is considered remote.

 

(11)	Subsequent events

Superfund Capital Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued and has determined that there were no subsequent events requiring recognition or disclosure in the financial statements.

 

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SIGNATURES

Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 31, 2015.

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Superfund Capital Management, the general partner of the registrant, and in the capacities and on the dates indicated.

 

Signature		Title with Superfund Capital Management		Date
/s/ Nigel James Nigel James		President (Principal Executive Officer)		March 31, 2015
/s/ Martin Schneider Martin Schneider		Vice President and Director (Principal Financial Officer)		March 31, 2015

(Being the principal executive officer and the principal financial officer, and a majority of the board of directors of Superfund Capital Management)

 

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EXHIBIT INDEX

 

Exhibit Number		Description of Document
31.01		Rule 13a-14(a)/15d -14(a) Certification of Principal Executive Officer
31.02		Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
32.01		Section 1350 Certification of Principal Executive Officer
32.02   101.INS   101.SCH   101.CAL   101.DEF   101.LAB   101.PRE		Section 1350 Certification of Principal Financial Officer   XBRL Instance Document   XBRL Taxonomy Extension Schema Document   XBRL Taxonomy Extension Calculation Linkbase Document   XBRL Taxonomy Extension Definition Linkbase Document   XBRL Taxonomy Extension Labe Linkbase Document   XBRL Taxonomy Extension Presentation Linkbase Document

The following exhibits are incorporated by reference herein from the exhibits of the same description and number filed on April 12, 2013, with Amendment No. 1 to Superfund Green, L.P.’s Registration Statement on Form S-1 (File No. 333-184998).

 

3.01		Form of Sixth Amended and Restated Limited Partnership Agreement of Superfund Green, L.P.
10.02		Form of Subscription Agreement

The following exhibits are incorporated by reference herein from the exhibits of the same description and number filed on January 21, 2005, with Quadriga Superfund, L.P.’s Registration Statement on Form S-1 (Reg. No. 333-122229).

 

3.02		Certificate of Limited Partnership.

 

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