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Class A2 (USD) Shares:The participating, non-voting, redeemable shares designated asClass A2 (USD) Shares of par value US 0.01 each andrepresenting interests in Superfund Green Gold A.Class A (USD) Shares:The participating, non-voting, redeemable shares designated asClass A (USD) Shares of par value US 0.01 each and representinginterests in Superfund Green Gold A.Class B (JPY) Shares:The participating, non-voting, redeemable shares designated asClass B (JPY) Shares of par value US 0.01 each and representinginterests in Superfund Green Gold B.Class B (USD) Shares:The participating, non-voting, redeemable shares designated asClass B (USD) Shares of par value US 0.01 each and representinginterests in Superfund Green Gold B.Class C (EUR) Shares:The participating, non-voting, redeemable shares designated asClass C (EUR) Shares of par value US 0.01 each and representinginterests in Superfund Green Gold C.Class C (USD) Shares:The participating, non-voting, redeemable shares designated asClass C (USD) Shares of par value US 0.01 each and representinginterests in Superfund Green Gold C.Denomination of Shares:The base currency of the Fund will be the United States Dollar, andthe net asset value of each class of Shares of each Sub-Fund shallbe calculated in the denominated currency of such class.In addition, however, if requested by any particular Shareholder,the net asset value of each class of Shares of each Sub-Fund may beexpressed in ounces of gold bullion, converted from United StatesDollars to ounces of gold bullion based on the London AM goldfixing per ounce price of gold bullion prevailing on the relevantValuation Day.Distributor:Superfund Distribution and Investment, Inc. (the “Distributor”)acts as the distributor of the Shares.Dividends:The Fund does not intend to declare dividends to Shareholders inrespect of the Sub-Funds. See “Dividend Policy”.Eligibility:Unless otherwise authorised by the Directors in their solediscretion, Shares may only be sold or transferred to investors whoare non-United States persons. The Board of Directors or theAdministrator may decline to accept the subscription of anyprospective Shareholder. It is the responsibility of each investor to5

ensure that the purchase of Participating Shares does not violateany applicable laws in the investor’s jurisdiction of residence.Expenses:Each Sub-Fund is responsible for its own operating expenses,including but not limited to advisory fees, distribution fees,administrative fees, custody fees (if applicable), brokeragecommissions (if applicable), auditing expenses, legal expenses, andcorporate licensing fees. Organisational and offering expensestotalling US 36,248 were divided equally among all Sub-Funds.Fees:Investment AdviserThe Investment Adviser will charge each Sub-Fund a managementfee (the “Management Fee”) at a rate of 3.0% per annum of theNet Asset Value of each class of Shares within each Sub-Fundcalculated and crystallised on each Valuation Day, payable monthlyand attributable to each such relevant Sub-Fund.In addition, the Investment Adviser shall charge each Sub-Fund anincentive fee being a percentage of the increase of the Net AssetValue per Share of each class within each such Sub-Fund as at eachValuation Day (the “Incentive Fee”). The increase of such Sharesshall be calculated as being the increase (if any) of the Net AssetValue per Share as at each Valuation Day (before the payment ofany Incentive Fees) above the previous “high watermark” (asdefined herein) of the Shares of the relevant class within each suchSub-Fund. For the avoidance of doubt, the Incentive Fee iscalculated on a cumulative or “high watermark” basis and will notbe payable with respect to any Share where the Net Asset Value perShare is less than the previous highest Net Asset Value per Share atwhich an Incentive Fee was paid. For the purposes of this OfferingMemorandum, the term “high watermark” shall mean the Net AssetValue per Share after deduction of the Incentive Fees payable to theInvestment Adviser.This fact may lead to the situation that under the condition that thegold price in USD declines during a period in which the InvestmentAdviser achieves new trading profits with all its other investments,the USD value per share based on which an Incentive Fee is paidout may be below a formerly achieved USD value per share. Thisway of Incentive Fee calculation grants to all investors that anyNAV per share increase in USD which is purely due to a risingGold price will not be charged an Incentive Fee.6

With regard to Class A (JPY) Shares and Class B (JPY) Shares, forthe purposes of calculating the Incentive Fee, the gold price will beconverted into JPY at the closing Bloomberg generic rate.The amount of the Incentive Fee which shall be payable for eachSub-Fund’s class of Share is as follows:Superfund Green Gold A - Class A (USD), Class A2 (USD) andClass A (JPY) SharesTwenty percent (20%) calculated and crystallised on eachValuation Day, payable monthly, attributable to and payable bySuperfund Green Gold A.Superfund Green Gold B - Class B (USD) and Class B (JPY)SharesTwenty-five percent (25%) calculated and crystallised on eachValuation Day, payable monthly, attributable to and payable bySuperfund Green Gold B.Superfund Green Gold C - Class C (USD) and Class C (EUR)SharesThirty percent (30%) calculated and crystallised on each ValuationDay, payable monthly, attributable to and payable by SuperfundGreen Gold C.For the purposes of incentive fee calculations in respect of theClass A (JPY) and Class B (JPY) Shares, the Net Asset Value ofsuch Class A (JPY) or Class B (JPY) Shares shall be based inJapanese Yen. Furthermore, if as at 1 August 2009 (thecommencement of the Initial Offering Period for the Class A (JPY)and Class B (JPY) Shares) incentive fees were not payable inrespect of the Class A (USD) or Class B (USD) Shares (because theNet Asset Value is less than the all-time high watermark), incentivefees shall not be payable in respect of the Class A (JPY) or Class B(JPY) Shares either. Such incentive fees shall only be payable inrespect of the Class A (JPY) or Class B (JPY) Shares once the samepercentage increase in Net Asset Value has been achieved for theClass A (JPY) or Class B (JPY) Shares as the percentage increasebetween the Net Asset Value for the Class A (USD) or Class B(USD) Shares as at 1 August 2009 and the previous high watermarkfor the existing Class A (USD) or Class B (USD) Shares.7

For example, if the Net Asset Value per Class A (USD) Share as at1 August 2009 was USD 13.00 and the previous high watermarkwas USD 13.50, a Net Asset Value increase of 3.85% is requiredbefore an incentive fee will be payable again in respect of the ClassA (USD) Shares. As at 1 August 2009, Class A (JPY) Shares(denominated in Japanese Yen) had an initial Net Asset Value ofJPY 10,000 per Share and will commence paying incentive feesonly once the Net Asset Value per Class A (JPY) Share reachesJPY 10,385 (i.e., an increase of 3.85%). The same example isapplicable to Class B (JPY) Shares.For the purposes of incentive fee calculations in respect of theClass C (EUR) Shares, the Net Asset Value of such Class C (EUR)Shares shall be based in Euros. Furthermore, if as at 1 September2010 (the commencement of the Initial Offering Period for theClass C (EUR) Shares) incentive fees were not payable in respectof the Class C (USD) Shares (because the Net Asset Value is lessthan the all-time high watermark), incentive fees shall not bepayable in respect of the Class C (EUR) Shares either. Suchincentive fees shall only be payable in respect of the Class C (EUR)Shares once the same percentage increase in Net Asset Value hasbeen achieved for the Class C (USD) Shares as the percentageincrease between the Net Asset Value for the Class C (USD) Sharesas at 1 September 2010 and the previous high watermark for theexisting Class C (USD) Shares.For example, if the Net Asset Value per Class C (USD) Share as at1 September 2010 was USD 13.00 and the previous highwatermark was USD 13.50, a Net Asset Value increase of 3.85% isrequired before an incentive fee will be payable again in respect ofthe Class C (USD) Shares. As at 1 September 2010, Class C(EUR) Shares (denominated in Euros) had an initial Net AssetValue of EUR 1,000 per Share and will commence payingincentive fees only once the Net Asset Value per Class C (EUR)Share reaches EUR 1,038.50 (i.e., an increase of 3.85%).The Incentive Fee will be calculated after all other fees andexpenses are paid.The Investment Adviser may pay a portion of the fees it receives tothird parties, including Shareholders in the Sub-Funds, for anyreason, including in consideration for services rendered to or byShareholders or in connection with the placement of Shares.8

DistributorThe Distributor will charge each Sub-Fund a distribution fee at arate of 1.8% per annum of the Net Asset Value of each class ofShares within each Sub-Fund calculated and crystallised on eachValuation Day, payable monthly within 15 days following the lastValuation Day in the month and attributable to each such relevantSub-Fund.In addition, the Distributor will be paid 100% of any SubscriptionCharge (as defined below) that may be levied, at the sole discretionof the Directors, by the Fund in respect of any of the Sub-Fundsand the Distributor will also be paid 100% of any RedemptionCharge in respect of Class A2 (USD) Shares.AdministratorThe Administrator is entitled to quarterly fees from the Fund inrespect of its services as Administrator to the Sub-Funds and thesegregated portfolios of the Master Fund in accordance with itsstandard fees as set forth in the Administration Agreement. Inaddition, the Administrator is entitled to reimbursement by the Fundof all out-of-pocket expenses properly incurred by it in theperformance of its services under the Administration Agreement.The Administrator’s fees may be amended from time to time byagreement by both the Fund and the Administrator.Financial Year:Each Sub-Fund’s financial year will end on December 31st of eachyear.Founder Shares:The non-participating, voting shares of US 0.01 each in the capitalof the Fund.Fund and Master Fund:Superfund Green Gold SPC is an exempted, limited liability openended investment company incorporated and registered as asegregated portfolio company in the Cayman Islands. Reference to“Super” in the name of the Fund and the Sub-Funds does not implysuperior return or above average performance of the Sub-Funds. Atthe date of this Offering Memorandum, the Fund has threesegregated portfolios, namely Superfund Green Gold SegregatedPortfolio A, Superfund Green Gold Segregated Portfolio B andSuperfund Green Gold Segregated Portfolio C (each a “SubFund”). Each of the Sub-Funds represent an interest in a separatesegregated portfolio which will be segregated from the assets andliabilities of the Fund held within or on behalf of any other SubFund of the Fund. The assets and liabilities of the Fund held within9

or on behalf of any Sub-Fund will be segregated from the assetsand liabilities of the Fund held within or on behalf of any otherSub-Fund. Each of the Sub-Funds will to some extent invest in theSuperfund Green Gold Master Segregated Portfolio of SuperfundGreen Gold Master SPC (the “Master Fund”), a Cayman Islandsexempted limited liability company incorporated and registered asa segregated portfolio company in the Cayman Islands. (SeeInvestment Objectives and Policies).Initial Offering Period:The initial offering period for the Class C (EUR) Shares,commenced on 1 September 2010 and ended on such date asdetermined by the Directors.Initial Offering Price:The Initial Offering Price for each Class C (EUR) Share was EUR1,000.Investment Adviser:Superfund Capital Management, Inc. (the “Investment Adviser”),a company organised under the laws of Grenada, W.I., acts as theinvestment adviser to the Sub-Funds and the segregated portfoliosof the Master Fund. The Investment Adviser is responsible for theselection and monitoring of the investments of the Master Fund’ssegregated portfolios and the Sub-Funds’ investments subject to theoverall policies and control of the Board of Directors.Investment Objectiveand Policies of the SubFunds:The Sub-Funds have been designed primarily for non-U.S.investors desiring to invest a portion of their assets in a fundemphasising a promising investment strategy through a small corelation to equity securities and option markets and also currencyindependent investments which are linked to gold futures andphysical gold. The Investment Adviser may also make investmentsfor and on behalf of the Sub-Funds and the segregated portfolios ofthe Master Fund in other precious metals including but not limitedto platinum and silver and their related products. Each Sub-Fundwill invest the subscription proceeds received in the SuperfundGreen Gold Master Segregated Portfolio of the Master Fund invarying degrees. The investment objective of each Sub-Fund islong-term capital appreciation through the use of technical analysis.At the discretion of the Investment Adviser, the Fund may alsoinvest in gold exchange traded funds (ETFs).Listing:No application has been made to list the Shares on any StockExchange.10

Minimum InitialInvestment:Subscriptions for Class A (USD) Shares, Class A2 (USD) Shares,Class A (JPY) Shares, Class B (USD) Shares, Class B (JPY)Shares, Class C (USD) Shares and Class C (EUR) Shares may beaccepted in any of United States Dollars, Japanese Yen, Euros orSwiss Francs however the Fund will convert all subscriptionpayments received to United States Dollars, Japanese Yen or Euros,as the case may be. For non-US Dollar subscriptions, the Fund willconvert such currencies at the foreign exchange closing rate 4:00pm New York Time per Bloomberg. The minimum initialinvestment which may be accepted by the Fund in respect of eachClass of Share are as follows:For Class A (USD) Shares- US 5,000For Class A2 (USD) Shares – US 20,000For Class A (JPY) Shares – JPY 500,000For Class B (USD) Shares- US 50,000For Class B (JPY) Shares – JPY 5,000,000For Class C (USD) Shares- US 100,000For Class C (EUR) Shares – EUR 100,000The Board of Directors may in its sole discretion accept initialinvestments in lesser amounts. Shareholders shall be required tomaintain a minimum holding in the relevant Sub-Fund equivalent invalue to the relevant minimum initial investment accepted at the timeof their initial subscription for such Sub-Fund, unless otherwisewaived by the Directors in their sole discretion. The Fund, actingfor and on behalf of the Sub-Funds, reserves the right to suspend, inits discretion, the acceptance of new or additional subscriptionsfrom time to time.Notwithstanding the foregoing, the minimum initial and subsequentsubscription amount in respect of all investments solicited and/orexecuted in Austria shall be at least EUR 50,000 (or other currencyequivalent), and the Directors shall not have any discretion toaccept a lesser subscription amount in respect of such investments.Notwithstanding the foregoing, the minimum initial and subsequentsubscription amount in respect of all investments solicited and/orexecuted in Netherlands shall be at least EUR 50,000 forsubscriptions received before December 31, 2011 and EUR100,000 for subscriptions received on or after January 1, 2012 (orother currency equivalent), and the Directors shall not have anydiscretion to accept a lesser subscription amount in respect of suchinvestments.11

Net Asset Value:Net Asset Value perShare:The term “Net Asset Value” means the amount determinedpursuant to this Offering Memorandum as being the Net AssetValue of the Shares of any Class within a Sub-Fund.The “Net Asset Value per Share” shall be calculated as at eachValuation Day by dividing the Net Asset Value of the relevantSub-Fund that is properly attributable to the Class of Shares ofwhich that Share forms a part, by the number of Shares of thatClass which are issued and outstanding. The Net Asset Value ofthe Class A (USD) Shares, the Class A2 (USD) Shares, the Class B(USD) Shares and the Class C (USD) Shares shall be expressed inUnited States Dollars, the Net Asset Value of the Class A (JPY)Shares and the Class B (JPY) Shares shall be expressed inJapanese Yen, and the Net Asset Value of the Class C (EUR)Shares shall be expressed in Euros.In addition, if requested by any particular Shareholder, the net assetvalue of each class of Shares of each Sub-Fund may be expressedin ounces of gold bullion, converted from United States Dollars toounces of gold bullion based on the London AM gold fixing perounce price of gold bullion prevailing on the relevant ValuationDay.Offering:The Fund is offering Class A (USD) Shares, Class A2 (USD)Shares, Class A (JPY) Shares, Class B (USD) Shares, Class B(JPY) Shares, Class C (USD) Shares and Class C (EUR) Sharesrepresenting interests in Superfund Green Gold A, SuperfundGreen Gold B and Superfund Green Gold C. The Shares will beissued in registered form only with fractions of up to two (2)decimal places. Shares may be purchased by completing theappropriate subscription agreement (each, a “SubscriptionAgreement”) in the form attached to this Offering Memorandumand delivering it, along with payment for the purchase of theShares, to the Administrator by the close of business at least oneBusiness Day before the relevant Subscription Day, or, in the caseof Class C (EUR) Shares during the Initial Offering Period, at leastone day prior to the closure of the Initial Offering Period, or suchother day that the Directors may determine in their sole discretion(the “Subscription Receipt Date”).The original, signedSubscription Agreement shall be forwarded to the Administrator assoon as possible thereafter. In the event that subscription moniescorresponding to a submitted Subscription Agreement are notreceived by the close of business on the Subscription Receipt Date,such Subscription Agreement will be held (without being accepted12

or rejected) by the Administrator, until the subscription monies arereceived, provided that, if such subscription monies are notreceived by the Administrator by the close of business on the nextfollowing Subscription Receipt Date after the date on which theSubscription Agreement was received, such SubscriptionAgreement will be deemed null and void. If subscription moniesare not received by the close of business on any SubscriptionReceipt Date (that is, they are received after the close of businesson any Subscription Receipt Date), such subscription monies willbe held by the Administrator, without interest, until the nextfollowing Subscription Day, at which time, assuming that it isaccepted, the subscription shall be made effective. If subscriptionmonies are received by the close of business on any SubscriptionReceipt Date, but the corresponding Subscription Agreement wasnot received by the Administrator by the close of business on therelevant Subscription Receipt Date, the Administrator will holdsuch subscription monies (without accepting or rejecting the same),without interest, until the next following Subscription Receipt Date,and if the corresponding Subscription Agreement is not received bythe Administrator by the close of business on such next followingSubscription Receipt Date, the subscription monies shall bereturned by the Administrator to the investor, without interest andless any bank fees or charges, as soon as possible thereafter.Subject to the sole discretion of the Directors, investors may berequired to pay a Subscription Charge (as defined below). See “TheOffering – Solicitation Arrangements”.Ongoing Sale of Shares:Class A (USD), Class A2 (USD), Class B (USD), Class C (USD)Shares, Class A (JPY) and Class B (JPY) Shares representinginterests i

consent of the investment adviser, is prohibited. superfund green gold a, superfund green gold b and superfund green gold c shall be referred to herein as the "sub-funds and each a "sub-fund". the class a (usd) shares, class a2 (usd) shares, class a (jpy) shares, class b (usd)