<PAGE>

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 2000



                                                      REGISTRATION NO. 333-41780

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                           --------------------------


                                AMENDMENT NO. 1
                                       TO
                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


                           --------------------------

                 ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.
  (Exact name of registrant as specified in its limited partnership agreement)

<TABLE>
<S>                                  <C>                                  <C>
           ILLINOIS                               6221                              36-4368292
(State or other jurisdiction of       (Primary Standard Industrial               (I.R.S. Employer
incorporation or organization)         Classification Code Number)              Identification No.)
</TABLE>

  1000 HART ROAD, SUITE 210, BARRINGTON, ILLINOIS 60010        (847) 304-0450
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                       BEELAND MANAGEMENT COMPANY, L.L.C.
                                GENERAL PARTNER
  1000 HART ROAD, SUITE 210, BARRINGTON, ILLINOIS 60010        (847) 304-0450
 (Name, address, including zip code, and telephone number, including area code,
                             of agent for service)

                                   COPIES TO:
                            ROBERT P. BRAMNIK, ESQ.
                        Wildman, Harrold, Allen & Dixon
                       225 West Wacker Drive, Suite 2800
                          Chicago, Illinois 60606-1229

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

                           --------------------------

    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]


    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]


                           --------------------------

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>

                 SUBJECT TO COMPLETION DATED SEPTEMBER 22, 2000

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>

                 100,000 UNITS OF LIMITED PARTNERSHIP INTEREST


                 ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.


Rogers International Raw Materials Fund, L.P. will invest and trade in a
portfolio of commodity futures contracts and forward contracts, exclusively on
the "long side" of the market. Beeland Management Company, L.L.C. is the general
partner and commodity pool operator of the Fund.



This is a best efforts offering. The minimum number of units required to be sold
in order for the Fund to begin trading is 100,000 ($10,000,000). The maximum
number of units that the Fund may sell is 2,000,000 ($200,000,000). A minimum
investment of 100 units ($10,000) is required for first time investors.



<TABLE>
<CAPTION>
                                                    PER UNIT     MINIMUM        MAXIMUM
                                                    --------   -----------   -------------
<S>                                                 <C>        <C>           <C>
Public Offering Price Before Initial Closing......    $100     $10,000,000   $200,000,000
Selling Commissions (1)...........................       5         500,000     10,000,000
Proceeds to the Fund (2)..........................      95       9,500,000    190,000,000
</TABLE>


(1) Assumes that no sales are entitled to a volume discount. Sales in excess of
    $25,000 are entitled to a volume discount.

(2) Before deducting certain organization and offering expenses, estimated at
    $400,000 if the minimum offering is sold and $850,000 if the maximum
    offering is sold.


An initial closing on the subscription proceeds will be held as soon as
practicable after subscriptions for a minimum of 100,000 units have been
received. Until the initial closing is held, subscription proceeds will be held
in escrow. If 100,000 units are not subscribed for by September 30, 2001, this
offering will terminate and all amounts paid by subscribers will be promptly
returned with interest. In any event, the offering will terminate no later than
September 30, 2002. After the initial closing is held and the Fund acquires a
portfolio of futures positions, the purchase price for units will be the net
asset value per unit. Since there will be a delay between when an investor pays
for units and when the unit's net asset value is determined, an investor will
not know the actual purchase price of the units at the time of subscription.
Beeland Management will receive a subscription fee of up to 5% of the gross
offering proceeds. A portion of the subscription fee may be reallowed to
soliciting dealers as selling commissions for each unit they sell.



THESE ARE SPECULATIVE, HIGH-RISK SECURITIES.  BEFORE YOU DECIDE TO INVEST, READ
THIS ENTIRE PROSPECTUS CAREFULLY AND CONSIDER THE "RISK FACTORS" ON PAGE 9. The
risks of this investment include that:


     - You could lose a substantial portion or all of your investment in the
       Fund.


     - Commodity trading is speculative and the Rogers International Commodity
       Index, upon which the Fund's trading will be based, is likely to be
       volatile and could suffer from periods of prolonged decline in value.


     - The Fund is subject to numerous conflicts of interest.


     - The Fund will incur substantial fees and expenses which may not be offset
       by trading profits, including a 5% subscription fee and a 2.25% annual
       management fee to the Fund's general partner. At its minimum size of
       $10,000,000, the Fund must generate estimated trading profits of 8.2515%
       at the end of the first year of investment to offset estimated
       partnership expenses, to break even.


     - The Fund will not provide any benefit of diversification of your overall
       portfolio unless it is profitable and it produces returns that are
       independent from stock and bond market returns.


     - Your ability to redeem units is limited and no public market will exist
       for the units. There are conditions and restrictions on assignments of
       units and on redemptions of units by the Fund.



NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.


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

                     PROSPECTUS DATED               , 2000
<PAGE>
                                 WHO MAY INVEST

    An investment in the Fund is speculative and involves a high degree of risk.
The Fund is not suitable for all investors nor is it a complete investment
program. You should invest only a limited portion of your portfolio in the Fund.
At a minimum you must have:


    - a net worth of at least $150,000, exclusive of home, home furnishings and
      automobiles; or


    - a net worth, similarly calculated, of at least $45,000 and an annual gross
      income of at least $45,000.


    A number of states in which the units are offered impose higher minimum
financial standards on prospective investors. These state suitability standards
are described in "Plan of Distribution--Who May Invest." These standards are, in
each case, only regulatory minimums. Merely because you meet the standards does
not mean the investment is suitable for you. If the investment in the Fund is
being made by a fiduciary account, these minimum standards must be met by the
beneficiary, the fiduciary account, or by the donor or grantor who supplies the
funds to purchase the units if the donor or grantor is the fiduciary.



    You are required to make representations and warranties in connection with
this investment. You are encouraged to discuss this investment with your
individual financial, legal and tax advisors.



    Beeland Management, in its sole discretion, may partially or totally reject
any subscription for units.


                      COMMODITY FUTURES TRADING COMMISSION
                           RISK DISCLOSURE STATEMENT

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


FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT,
AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE
SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION
OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE
DESCRIPTION OF EACH EXPENSE TO BE CHARGED BY THIS POOL AT PAGE 21 AND A
STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER
THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 25.



THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY
TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE, BEFORE YOU
DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS
DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF
THIS INVESTMENT, AT PAGES 9-17.


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

AS OF THE DATE OF THIS PROSPECTUS, THIS POOL HAS NOT COMMENCED TRADING AND DOES
NOT HAVE ANY PERFORMANCE HISTORY.
<PAGE>
THIS PROSPECTUS DOES NOT INCLUDE ALL OF THE INFORMATION OR EXHIBITS IN THE
FUND'S REGISTRATION STATEMENT. YOU CAN READ AND COPY THE ENTIRE REGISTRATION
STATEMENT AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE SEC IN
WASHINGTON, D.C.

THE FUND WILL FILE QUARTERLY AND ANNUAL REPORTS WITH THE SEC. YOU CAN READ AND
COPY THESE REPORTS AT THE SEC PUBLIC REFERENCE FACILITIES IN CHICAGO, NEW YORK
OR WASHINGTON, D.C. PLEASE CALL THE SEC AT 1-800-SEC-0300 FOR FURTHER
INFORMATION.


THE FUND'S FILINGS WILL BE POSTED AT THE SEC WEBSITE AT http://www.sec.gov.



UNTIL              , 2000 (90 DAYS AFTER THE DATE HEREOF), ALL DEALERS EFFECTING
TRANSACTIONS IN THE UNITS, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION,
MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS REQUIREMENT IS IN ADDITION TO THE
OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS SOLICITING DEALERS.


                       BEELAND MANAGEMENT COMPANY, L.L.C.
                                GENERAL PARTNER
                           1000 HART ROAD, SUITE 210
                           BARRINGTON, ILLINOIS 60010
                                 (847) 304-0450

                                       ii
<PAGE>
                               TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
SUMMARY OF THE PROSPECTUS...................................      1
  Rogers International Raw Materials Fund, L.P..............      1
  The Offering..............................................      3

RISKS FACTORS...............................................      9
  Risks Relating to Commodity Trading and Markets...........      9
    You may lose all of your investment if futures prices,
     which are highly unpredictable and volatile, do not
     increase...............................................      9
    Investing in units might not provide the desired
     diversification of your overall portfolio..............      9
    Illiquid markets could make it impossible to realize
     profits or limit losses................................      9
    The Fund could have its trading disrupted due to the
     failure of exchanges or clearinghouses or could lose
     assets deposited with futures commission merchants or
     brokers................................................     10
    The Fund will trade on foreign exchanges that are less
     regulated than U.S. markets and are subject to risks
     that do not always apply to U.S. markets...............     10
  Risks Related to the Fund's Structure and Organization....     11
    The Fund has no operating history for you to consider...     11
    Because the general partner of the Fund has a limited
     operating history, it is difficult to evaluate its
     business and prospects.................................     11
    The operating history of Beeland Management may not be
     indicative of the Fund's performance...................     11
    The trading methodology utilized by the Fund may not be
     successful under all or any market conditions..........     11
    Substantial fees and expenses are charged regardless of
     profitability..........................................     11
    Conflicts of interest exist.............................     11
    You will be limited in your ability to redeem or
     transfer units.........................................     12
    The units will not be a liquid investment...............     12
    Limited partners will not participate in management of
     the Fund's business....................................     13
    The Fund may terminate early, which could disrupt your
     overall investment portfolio plan......................     13
    The purchase of units by Beeland Management or its
     members may create conflicts of interest for them......     13
    The Fund is not diversified because it will only trade
     in certain markets.....................................     13
    Speculative positions and trading limits may reduce
     profitability..........................................     13
    The offering of units has not been subject to
     independent review.....................................     14
    Funds contributed before the Fund breaks escrow may sit
     idle for some time.....................................     14
    The start-up of the Fund's trading will involve risks
     not applicable to established pools....................     14
  Risks Relating to Tax and Other Regulatory Risk...........     14
    Regulations governing the futures market may change and
     could adversely affect the Fund's operations...........     14
    The Fund is not a regulated investment company..........     14
    The IRS may determine that the Fund is an association
     taxable as a corporation...............................     14
    Limited partners will owe taxes on the Fund's profits
     but will very likely never receive any distributions
     from the Fund..........................................     15
    You could owe tax on your share of the Fund's ordinary
     income despite overall losses..........................     15
    The Fund's and the limited partners' tax returns may be
     audited................................................     15
    Tax laws may change and may adversely affect an
     investment in the Fund.................................     15

CONFLICTS OF INTEREST.......................................     15
  Other Pools and Businesses of the General Partner and Its
   Members..................................................     15
  The Fund Does Not Have an Independent Trading Advisor.....     16
  Other Pools and Trading by the Fund's General Partner and
   Its Members..............................................     16
  Certain Managing Members of the Fund's General Partner are
   Members of Advisors to the General Partner...............     16
</TABLE>


                                      iii
<PAGE>


<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
  One Law Firm is Counsel to Both the Fund and the Fund's
   General Partner..........................................     17
  Distribution and Liquidation Decisions by the Fund's
   General Partner..........................................     17
  Futures Commission Merchants Used by the Fund May Be
   Soliciting Dealers.......................................     17

POTENTIAL BENEFITS OF INVESTING IN THE FUND.................     17
  Trading Based on Index; No Active Trading.................     17
  Professional Management...................................     18
  Diversification; Non-Correlation with Traditional
   Securities Markets.......................................     18
  Lower Initial Investment Requirements.....................     18
  Limited Liability.........................................     18
  Administrative Convenience................................     18
  Lower Time Commitment.....................................     18

FIDUCIARY RESPONSIBILITY OF THE GENERAL PARTNER.............     19

FEES AND EXPENSES OF THE FUND...............................     20
  Summary of Fees and Expenses..............................     21
  Management Fee and Profit Distribution to General
   Partner..................................................     22
  Subscription Fee to General Partner.......................     23
  Soliciting Dealer Compensation............................     23
  Futures Commission Merchants; Brokerage Commissions.......     23
  Clearing Costs and National Futures Association Fees......     24
  Advisory Fees.............................................     24
  Organizational and Offering Expenses......................     24
  Third Party Suppliers of Goods and Services...............     24
  Other Expenses............................................     24
  Consulting Contracts With Affiliates......................     24
  Reports...................................................     24

BREAK-EVEN ANALYSIS.........................................     25

THE ROGERS INTERNATIONAL COMMODITY INDEX....................     26

TRADING METHODOLOGY.........................................     27

THE GENERAL PARTNER.........................................     28
  Background of the General Partner.........................     28
  Principals................................................     29
  Legal Actions.............................................     30
  Investment by the General Partner and Its Members.........     30
  Duties of the General Partner.............................     30

PRINCIPAL OWNERS OF UNITS...................................     31

ENFORCING YOUR RIGHTS AS A LIMITED PARTNER..................     31

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
  AND RESULTS OF OPERATIONS.................................     31

PERFORMANCE HISTORY OF THE FUND.............................     31

OTHER POOLS OPERATED BY THE GENERAL PARTNER.................     32

FUTURES COMMISSION MERCHANTS, BROKERS AND DEALERS...........     34

SOLICITING DEALERS..........................................     34

SUBSCRIPTION AGENT..........................................     35

USE OF PROCEEDS.............................................     36
</TABLE>


                                       iv
<PAGE>


<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
TRANSFERABILITY AND REDEMPTION OF UNITS.....................     36
  Transfers of Units........................................     36
  Redemption of Units.......................................     37

COMMODITY MARKETS...........................................     38
  Commodity Futures.........................................     38
  Forward Contracts.........................................     38
  Uses of Commodity Markets.................................     39
  Regulation................................................     39
  Margins...................................................     41

PLAN OF DISTRIBUTION........................................     41
  The Offering..............................................     41
  How To Invest.............................................     43
  Who May Invest............................................     44
  Escrow Arrangements.......................................     45
  Confirmation or Rejection of Subscriptions................     45

ERISA CONSIDERATIONS........................................     45
  General...................................................     45
  Special Investment Consideration..........................     45
  The Fund Should Not Be Deemed To Hold "Plan Assets".......     45
  ERISA Investors Could Be Forced to Redeem Against Their
   Will.....................................................     46
  Ineligible Purchasers.....................................     46

FEDERAL INCOME TAX ASPECTS..................................     47
  The Fund's Partnership Tax Status.........................     48
  Taxation of Limited Partners on Profits and Losses of the
   Fund.....................................................     48
  Allocations of Partnership Items..........................     48
  Basis Limitation on the Use of Losses.....................     49
  At-Risk Limitation on the Use of Losses...................     49
  Limitations on the Use of Capital Losses..................     49
  Limitations on the Use of Passive Activity Losses.........     50
  Limitations on Itemized Deductions of Individuals.........     50
  Limitations on the Use of Syndication Expenses............     50
  Interest Limitations......................................     50
  Code Section 183 Limitations..............................     51
  Cash Distributions and Unit Redemptions...................     51
  Taxation on a Sale or Other Disposition of Units..........     51
  Taxation of Commodity Transactions........................     51
  Tax on Capital Gains and Losses...........................     52
  Interest Income...........................................     52
  Application of the Publicly Traded Partnership Rules to
   the Fund.................................................     52
  IRS Audits of the Fund And Its Limited Partners...........     53
  State and Other Taxes.....................................     54
  Broker Reporting and Backup Withholding...................     54
  Exempt Organizations......................................     54

THE LIMITED PARTNERSHIP AGREEMENT...........................     54
  Limited Liability of Limited Partners.....................     54
  Management of Partnership Affairs.........................     55
  Sharing of Profits and Losses.............................     55
    Partnership Accounting..................................     55
    Federal Tax Allocations.................................     55
  Distributions.............................................     55
  Additional Partners.......................................     55
</TABLE>


                                       v
<PAGE>


<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
  Restrictions on Transfer or Assignment....................     55
  Dissolution and Termination of the Fund...................     56
  Resignation or Withdrawal of the General Partner..........     56
  Amendments and Meetings...................................     56
  Reports To Limited Partners...............................     56
  Indemnification...........................................     57

ADDITIONAL INFORMATION......................................     57

LEGAL MATTERS...............................................     57

EXPERTS.....................................................     58

INDEX TO FINANCIAL STATEMENTS AND FINANCIAL STATEMENTS......    F-1

APPENDIX A--Limited Partnership Agreement...................    A-1

APPENDIX B--Subscription Agreement..........................    B-1

APPENDIX C--Redemption Notice...............................    C-1
</TABLE>


                                       vi
<PAGE>
                           SUMMARY OF THE PROSPECTUS

    The following is a summary of this offering and of the Rogers International
Raw Materials Fund, L.P. This summary is materially complete, but this
prospectus contains additional information. You need to read this entire
prospectus for more detailed information about this offering and the Fund and
about any agreement or document discussed in this prospectus.

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.


<TABLE>
<S>                                    <C>
The Fund and its Business............  Rogers International Raw Materials Fund, L.P. is an Illinois
                                       limited partnership. Its principal offices are at 1000 Hart
                                       Road, Suite 210, Barrington, Illinois 60010, and its
                                       telephone number at that location is (847) 304-0450.

                                       The Fund will invest and trade in a portfolio of commodity
                                       futures and forward contracts. Futures contracts are
                                       contracts made on a commodity exchange which provide
                                       generally for the future delivery of various commodities at
                                       a specified date, time and place. When traded on an
                                       exchange, forward contracts are the equivalent of a futures
                                       contract. When not traded on an exchange, forward contracts
                                       are contracts for the purchase or sale of a commodity (such
                                       as currencies) for delivery at a future date, which contain
                                       terms and conditions specifically negotiated by the parties.
                                       Although Beeland Management, the general partner of the
                                       Fund, does not initially intend to do so, the Fund may also
                                       purchase forward contracts in the off exchange or "OTC"
                                       marketplace under certain circumstances if, in the sole
                                       discretion of Beeland Management, there is sufficient
                                       liquidity and depth in the relevant off exchange markets.
                                       The Fund will invest and trade exclusively on the "long
                                       side" of the market. This means that the Fund will only buy
                                       positions in commodities and will not engage in any
                                       short-selling. The Fund intends to close out all positions
                                       by making an offsetting sale and does not intend to take
                                       delivery of the actual commodities. Funds for its business
                                       will be obtained only by the sale of units and from the
                                       retention of any profits generated from the Fund's trading.

                                       The Fund's trading will be designed to replicate the
                                       positions which comprise the Rogers International Commodity
                                       Index. The Index consists of a compendium, commonly known as
                                       a basket, of raw materials employed within the world economy
                                       and traded in seasoned markets as futures and forward
                                       contracts. There are no "short" positions within the Index.

                                       The Index was developed by James Beeland Rogers, Jr., the
                                       majority owner-member of Beeland Management, to be a
                                       balanced, representative, international raw materials index.
                                       Beeland Management believes that the Index includes most of
                                       the publicly traded raw materials used in international
                                       commerce for which futures contracts or forward contracts
                                       are regularly traded in recognized markets. It is designed
                                       to address the needs of expanding world trade. The
                                       weightings of the Index were selected by Beeland Management
                                       based on its perception of the relative importance of those
                                       raw materials. Beeland Management may not change the
                                       investment philosophy of the Fund. Trading will be done for
                                       the sole purpose of attempting to track, to the extent
                                       reasonably possible, the positions and performance of the
                                       Index. There are rarely any changes in the components of the
                                       Index. Unlike some well-known indices, such as the Standard
                                       and
</TABLE>


                                       1
<PAGE>


<TABLE>
<S>                                    <C>
                                       Poors 500 and the Dow Jones Industrial Average, information
                                       regarding the composition and performance of the Index is
                                       not available on a widespread basis. However, the Index is
                                       tracked and reported by several futures industry reporting
                                       services and by a number of institutional investors. A chart
                                       showing the current composition of the Index is provided in
                                       "The Rogers International Commodity Index." Investors
                                       desiring additional information about the Index should
                                       contact Beeland Management.

                                       The Fund's principal objective is to provide an alternative
                                       investment vehicle for investors with diversified investment
                                       portfolios. Returns on commodity futures contracts in the
                                       Fund and the Index are non-correlated to the performance of
                                       traditional investment portfolios, such as stocks, bonds and
                                       investment real estate. Non-correlation means that the
                                       performance of the Fund is generally independent from that
                                       of traditional investments. However, while the Fund may
                                       perform in a manner largely independent from the traditional
                                       securities markets, there is no assurance it will do so.
                                       Non-correlation is not negative correlation. Even if the
                                       performance of the Fund is non-correlated with traditional
                                       equity and debt markets, this does not mean that the Fund's
                                       results will not parallel either or both during significant
                                       periods of time.

                                       The Fund has not commenced trading and had no operating
                                       history as of the date of this prospectus.

                                       The audited statement of financial condition of the Fund as
                                       of June 21, 2000 is included under "Financial Statements."

General Partner of the Fund..........  The general partner and commodity pool operator of the Fund
                                       is Beeland Management Company, L.L.C. The Fund does not have
                                       a separate trading advisor. Instead, Beeland Management
                                       makes and implements all trading decisions for the Fund.

                                       Beeland Management is an Illinois limited liability company
                                       formed in 1997. Its main business office is at 1000 Hart
                                       Road, Suite 210, Barrington Illinois 60010, and its
                                       telephone number is (847) 304-0450.

                                       Beeland Management manages the Fund. As of August 31, 2000,
                                       Beeland Management managed approximately $21 million in the
                                       Rogers Raw Materials Fund, L.P., a private commodity pool.
                                       As with the Fund, the Rogers Raw Materials Fund's trading is
                                       designed to replicate the positions which comprise the Index
                                       from time to time. See "General Partner" and "Other Pools
                                       Operated by the General Partner."

Organization.........................  In addition to operating the Fund, as noted above, Beeland
                                       Management also serves as the general partner and commodity
                                       pool operator of Rogers Raw Materials Fund. Although the
                                       Fund and the Rogers Raw Materials Fund have common
                                       management and trading in both funds will attempt to
                                       replicate the Index, there is no other relationship between
                                       the two funds. Since the Rogers Raw Materials Fund has been
                                       trading since August 1998 and will have open contracts prior
                                       to the commencement of trading by the Fund, it is possible
                                       that the performance results of the two funds may be
                                       different during the first few years of trading by the Fund.
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                                       2
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THE OFFERING

The Fund's Offering..................  This is an initial public offering by the Fund. The Fund's
                                       units are being publicly offered in various states. The
                                       units are being continuously offered by the Fund.

                                       The units are only offered by this prospectus. You cannot
                                       distribute this prospectus to any one else without Beeland
                                       Management's written consent. If you do, you may place
                                       yourself and the Fund in violation of federal and state
                                       securities laws.

                                       The units are being offered on a best efforts basis by both
                                       representatives of Beeland Management and certain
                                       broker-dealers. An offering on a best efforts basis is one
                                       in which the securities dealers participating in the
                                       offering are under no obligation to purchase any of the
                                       securities being offered and, therefore, no specified number
                                       of securities are guaranteed to be sold and no specified
                                       amount of money is guaranteed to be raised from the
                                       offering.

Subscription Agent...................  Derivatives Portfolio Management, L.L.C., Two Worlds Fair
                                       Drive, P.O. Box 6741, Somerset, New Jersey, will serve as
                                       the Fund's subscription agent, as well as the Fund's
                                       redemption agent. While Derivatives Portfolio Management
                                       will serve in both capacities, we will refer to Derivatives
                                       Portfolio Management in this prospectus as the subscription
                                       agent.

                                       As the subscription agent, Derivatives Portfolio Management
                                       will process new subscriptions, add new subscribers to the
                                       list of limited partners, assign the appropriate number of
                                       units per subscription, compute the net asset value per unit
                                       and process all requests for redemptions. The subscription
                                       agent will also be responsible for both receiving funds from
                                       and disbursing funds to investors.

                                       The subscription agent is not a trustee and has no
                                       management or oversight responsibilities and no fiduciary
                                       duties to the limited partners.

Securities Offered...................  The units are initially offered for sale at a fixed price of
                                       $100 per unit. This price was arbitrarily established by
                                       Beeland Management.

                                       An initial closing on the subscription proceeds will be held
                                       at a time determined by Beeland Management. The initial
                                       closing will occur at the earliest practicable date after
                                       subscriptions for a minimum of 100,000 units have been
                                       received. After the initial closing and the acquisition by
                                       the Fund of a portfolio of futures positions, the purchase
                                       price for units will be the net asset value per unit as of
                                       the close of trading on the trading day preceding the
                                       effective date of the purchase. The net asset value per unit
                                       is determined by dividing the Fund's net assets (total
                                       assets, including the value of its portfolio of futures
                                       positions, minus total liabilities of the Fund) by the
                                       aggregate number of units outstanding as of the time of
                                       calculation. After the initial closing, the net asset value
                                       may be more than or less than $100 per unit.

                                       Upon the initial closing, the subscription proceeds will be
                                       released to the Fund for acquisition of a portfolio of
                                       futures and forward positions. Any sales of units which are
                                       made after the initial closing and after the Fund has
                                       acquired a portfolio of futures positions will be effective
                                       only
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                                       3
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                                       on the first business day of a month, and the purchase price
                                       for the units will be the net asset value per unit as of the
                                       close of trading on the trading day preceding the effective
                                       date of the purchase. This offering will be terminated if
                                       100,000 units are not sold by September 30, 2001. If that
                                       happens, all subscriptions will be promptly returned to the
                                       subscribers, with interest, within 10 business days after
                                       the date the offering is terminated. The total amount of
                                       interest will equal all interest earned on subscription
                                       proceeds while such proceeds were in the escrow account.
                                       Each Subscriber will be paid a pro rata share of interest.

                                       Mellon Bank, Pittsburgh, Pennsylvania, will serve as the
                                       escrow agent. The money collected from subscriptions
                                       accepted prior to the initial closing will be deposited in
                                       an interest-bearing escrow account to be maintained at
                                       Mellon Bank until the initial closing occurs. Money received
                                       for units sold after that time will be immediately available
                                       for use by the Fund.

                                       A maximum of 2,000,000 units for an aggregate gross offering
                                       price of $200,000,000 are offered by this prospectus, but
                                       the Fund may make other offerings.

Minimum Subscriptions................  The minimum initial investment is 100 units, or $10,000, for
                                       first time investors. Investments above the minimum and all
                                       subsequent investments must be made in full units. The
                                       purchase price for units will be $100 per unit until the
                                       initial closing and the net asset value per unit after the
                                       initial closing and the acquisition by the Fund of a
                                       portfolio of futures positions. The net asset value per unit
                                       will be calculated as of the close of trading on the trading
                                       day preceding the effective date of the purchase.

                                       BEELAND MANAGEMENT AND ITS AFFILIATES MAY PURCHASE UNITS FOR
                                       INVESTMENT PURPOSES, INCLUDING PURCHASES IN ORDER TO REACH
                                       THE MINIMUM NUMBER OF UNITS REQUIRED FOR AN INITIAL CLOSING.

                                       In order to invest, you must deliver to Derivatives
                                       Portfolio Management a subscription agreement, appropriately
                                       completed, dated and signed, and a signed counterpart copy
                                       of the signature page of the Fund's limited partnership
                                       agreement.

                                       A copy of the limited partnership agreement is included as
                                       Appendix A and a copy of the subscription agreement is
                                       included as Appendix B. You should carefully review these
                                       documents because you will make various representations and
                                       warranties in those documents.

ERISA Investors......................  At no time may all ERISA limited partners collectively hold
                                       more than 24.9% of the total units held by all limited
                                       partners. If, through withdrawals or redemptions, all ERISA
                                       limited partners would collectively hold more than 24.9% of
                                       the total units held by all limited partners, there will be
                                       an automatic redemption of units on a pro rata basis among
                                       all ERISA limited partners in an amount sufficient to reduce
                                       the number of units held by all of them to not more than
                                       24.9%. ERISA limited partners means those limited partners
                                       who are either:

                                       - an "Employee Benefit Plan," as defined in Section 3(3) of
                                         ERISA;
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                                       4
<PAGE>


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                                       - a plan described in Section 4975(e)(1) of the Internal
                                         Revenue Code; or

                                       - a partnership, the general partner of which has been
                                         appointed "investment manager," as defined in
                                         Section 3(38) of ERISA, over the assets used by one or
                                         more Employee Benefit Plans to purchase limited
                                         partnership interests in such partnership.

Suitability Requirements.............  An investment in the Fund is speculative and involves a high
                                       degree of risk. The Fund is not suitable for all investors
                                       nor is it a complete investment program. You should invest
                                       only a limited portion of your portfolio in the Fund. At a
                                       minimum you must have:

                                       - a net worth of at least $150,000, exclusive of home, home
                                         furnishings and automobiles; or

                                       - a net worth, similarly calculated, of at least $45,000 and
                                         an annual gross income of at least $45,000.

                                       A number of states in which the units are offered impose
                                       higher minimum financial standards on prospective investors.
                                       These state suitability standards are described in "Plan of
                                       Distribution -- Who May Invest." These standards are, in
                                       each case, only regulatory minimums. Merely because you meet
                                       the standards does not mean the investment is suitable for
                                       you. If the investment in the Fund is being made by a
                                       fiduciary account, these minimum standards must be met by
                                       the beneficiary, the fiduciary account, or by the donor or
                                       grantor who supplies the funds to purchase the units if the
                                       donor or grantor is the fiduciary.

                                       Beeland Management may, in its sole discretion, partially or
                                       totally reject any subscription for units.

How to Invest........................  If you wish to invest, you should follow the following
                                       steps:

                                       - Carefully read this entire prospectus and discuss how the
                                         Fund could fit into your portfolio and overall investment
                                         plan with your financial consultant.

                                       - If you decide to invest, sign the counterpart copy of the
                                         signature page of the Fund's limited partnership
                                         agreement, and complete, date and sign the required
                                         subscription agreement, the forms of which are included as
                                         Appendix A and B.

                                       - The Fund will accept subscriptions throughout the initial
                                         and continuous offering periods. The offering can be
                                         terminated by Beeland Management at any time. The initial
                                         offering period begins on the date of this prospectus and
                                         ends on the earlier of the date on which the initial
                                         closing is held or on September 30, 2001. The continuous
                                         offering period begins after the initial closing is held
                                         and the Fund acquires a portfolio of futures positions and
                                         ends upon the termination of the offering. Subject to the
                                         minimum initial investment requirement, you may buy units
                                         for $100 per unit during the initial offering period, and
                                         thereafter, during the continuous offering period, for the
                                         net asset value per unit as of the close of trading on the
                                         trading date preceding the effective date of the purchase.

                                       - During the continuous offering, you may submit your
                                         subscription documents at any time. However, the
                                         investments will become
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                                       5
<PAGE>


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                                         effective only as of the first business day of any month.
                                         The number of units you receive will be based on the net
                                         asset value of the units as of the close of trading on the
                                         last trading day of the preceding month. You must submit
                                         your completed, dated and signed subscription agreement
                                         and signed counterpart copy of the signature page of the
                                         Fund's limited partnership agreement at least five days
                                         prior to the end of the month prior to the first business
                                         day of the month in which your investment will become
                                         effective.

Distribution of the Units............  There is no underwriter for this offering. Beeland
                                       Management, acting though certain of its officers and
                                       members, will solicit subscribers. In addition, units will
                                       also be offered by soliciting dealers on a best efforts
                                       basis. Each of these soliciting dealers is registered as a
                                       broker-dealer with the SEC and is a member of the National
                                       Association of Securities Dealers, Inc. One or more of these
                                       soliciting dealers may be affiliated with Beeland Management
                                       or its members.

                                       Beeland Management is required to make a minimum investment
                                       in the Fund in the minimum amount of $25,000. In addition,
                                       it may, but is not required to, purchase additional units,
                                       including in order to reach the minimum number of units
                                       required for an initial closing. Soliciting dealers are not
                                       required to, but may, purchase units, including in order to
                                       reach the minimum number of units required for an initial
                                       closing. As a result, Beeland Management cannot guarantee
                                       that any specified number of units will be sold or that any
                                       specified amount of money will be raised from the offering.

Break Even Point.....................  Beeland Management estimates that the profit the Fund must
                                       make on 100 units, or a $10,000 investment, in order for a
                                       limited partner to break even if the limited partner
                                       redeemed his or her units at the end of the first year of
                                       investment is:

                                       - $825.15, or 8.2515% of the purchase price for the 100
                                         units, if the Fund had average annual net assets of
                                         $10,000,000;

                                       - $485.15, or 4.8515% of the purchase price for the 100
                                         units, if the Fund had average annual net assets of
                                         $100,000,000; and

                                       - $467.65, or 4.6765% of the purchase price for the 100
                                         units, if the Fund had average annual net assets of
                                         $200,000,000.

Risks You Should Consider Before
  Investing in the Fund..............  Investment in the Fund is speculative and involves a high
                                       degree of risk. You should be aware that:

                                       - You could lose a substantial portion or all of your
                                         investment in the Fund.

                                       - Commodity trading is speculative and the Rogers
                                         International Commodity Index, upon which the Fund's
                                         trading will be based, is likely to be volatile and could
                                         suffer from periods of prolonged decline in value.

                                       - The Fund is subject to numerous conflicts of interest.

                                       - The Fund will incur substantial fees and expenses which
                                         may not be offset by trading profits, including a 5%
                                         subscription fee and a 2.25% management fee to the Fund's
                                         general partner. At its
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                                       6
<PAGE>


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                                         minimum size of $10,000,000, the Fund must generate
                                         estimated trading profits of 8.2515% at the end of the
                                         first year of investment to offset estimated partnership
                                         expenses, to break even.

                                       - The Fund will not provide any benefit of diversification
                                         of your overall portfolio unless it is profitable and it
                                         produces returns that are independent from stock and bond
                                         market returns.

                                       - Although the Fund is more liquid than some other
                                         alternative investments, such as investment real estate,
                                         your ability to redeem units is limited and no public
                                         market will exist for the units. There are conditions and
                                         restrictions on assignments of units and on redemptions of
                                         units by the Fund. You may only redeem your units after a
                                         three-month holding period and then only on a monthly
                                         basis. This holding period begins on the later of:

                                           - the date on which the proceeds of your subscription
                                             are invested in the market, or

                                           - the initial closing date.

                                       In addition, you are required to give at least 60 days prior
                                       written notice to the subscription agent of any proposed
                                       withdrawals.

                                       See "Risk Factors" starting on page 9 for additional risks
                                       you should consider.

Redemptions and Distributions........  You should view your investment as at least a two-year
                                       commitment. You may redeem your units as of the end of any
                                       month after a three-month initial holding period beginning
                                       on the later of (1) the date on which the proceeds of your
                                       subscription are invested in the market, or (2) the initial
                                       closing date, subject to certain conditions. Beeland
                                       Management does not currently intend to make any
                                       distributions. As a result, investors will have to redeem
                                       their units in order to recoup any of their investment or to
                                       realize a profit.

Federal Income Tax Aspects...........  A U.S. taxpayer will be taxed each year on interest income
                                       earned and any gains recognized by the Fund whether or not
                                       any units are redeemed or distributions are received. As
                                       further discussed elsewhere, it is unlikely that the Fund
                                       will ever make distributions, because the principal
                                       objective of the Fund is to increase capital by assuming
                                       positions consistent with the Index, not to create cash
                                       flow.

                                       A limited partnership is not a taxable entity. Rather, all
                                       tax consequences are passed directly through to the
                                       partners. Profits from trading in regulated futures
                                       contracts are treated as 60% long-term capital gains and 40%
                                       short-term capital gains on all positions, open and closed.
                                       The maximum tax rate for non-corporate taxpayers on adjusted
                                       net long-term capital gains is 20%. Net short-term capital
                                       gains, and net long-term capital gains of corporate
                                       taxpayers are subject to tax at the same rates as ordinary
                                       income. Open positions are, for these purposes, marked to
                                       the market as of the close of each year. Tax consequences of
                                       these positions are chargeable to the limited partners for
                                       that year.
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                                       7
<PAGE>


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Fees and Expenses of the Fund........  The Fund will pay substantial fees and expenses. The Fund
                                       will have to generate profits from trading in order to avoid
                                       depletion of the Fund's assets. These fees and expenses
                                       include:

                                       - Management fees of 0.1875% per month (2.25% per year) of
                                         the average monthly sum of all capital accounts
                                         contributed by limited partners, computed as of the close
                                         of each month. The management fee is payable monthly to
                                         Beeland Management, as the Fund's general partner.

                                       - Subscription fee of up to 5% of the gross offering
                                         proceeds payable to Beeland Management. A portion of the
                                         subscription fee may be reallowed by Beeland Management to
                                         soliciting dealers as selling commissions for each unit
                                         they sell. Subject to certain conditions and exceptions,
                                         investors purchasing specified minimum numbers of units
                                         will be entitled to a reduction of the 5% subscription
                                         fee.

                                       - An advisory fee to Hart Capital Management, an affiliate
                                         of Beeland Management. The fee is in the amount of 50
                                         basis points per year of the average month end market
                                         value of the net assets of the Fund invested and being
                                         managed by Hart Capital Management.

                                       - Brokerage commissions and transactions fees estimated at
                                         1% of net assets per year, payable to futures commission
                                         merchants utilized by the Fund. Futures commission
                                         merchants execute trades of futures contracts for the
                                         Fund. The above fees include delivery, insurance, storage
                                         and other charges incidental to trading and exchange fees.
                                         Affiliates of members of Beeland Management may be engaged
                                         to provide trading execution services for the Fund.

                                       - Clearinghouse and other similar fees, and National Futures
                                         Association (NFA) fees estimated at between 10 to 15 basis
                                         points annually. One basis point is 1/100 of one percent.

                                       - Finally, if the amount of management fees paid to the
                                         Fund's general partner during a year does not equal or
                                         exceed one percent (1%) of the amount of the Fund's net
                                         profits for that year, the general partner will receive an
                                         allocation of profits in an amount equal to the difference
                                         between one percent of the net profits and the amount of
                                         the management fees paid. For this purpose, net profits
                                         equals the Fund's total profits minus losses and any
                                         expenses charged to the Fund, if any, without taking into
                                         account the management fees allocated and paid to the
                                         Fund's general partner for that year.

                                       The above includes all compensation, fees, profits or
                                       benefits which the Fund's general partner and its affiliates
                                       may earn or receive in connection with the offering and
                                       operation of the Fund. If the Fund were to receive aggregate
                                       subscriptions in the amount of $10,000,000, its fees and
                                       expenses would be approximately $825,150 at the end of the
                                       first year of investment. If the Fund were to receive
                                       aggregate subscriptions in the amount of $100,000,000, its
                                       fees and expenses would be approximately $4,851,500 at the
                                       end of the first year of investment.
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                                       8
<PAGE>
                                  RISK FACTORS


RISKS RELATING TO COMMODITY TRADING AND MARKETS



    YOU MAY LOSE ALL OF YOUR INVESTMENT IF FUTURES PRICES, WHICH ARE HIGHLY
    UPREDICTABLE AND VOLATILE, DO NOT INCREASE.



    Participation in a volatile market could produce substantial losses for the
Fund. This could result in the possible loss of your entire investment in the
Fund. Price movements of futures contracts are highly volatile and are
influenced by many factors. Some of those factors are:


    - changing supply and demand relationships;

    - weather and other environmental conditions;

    - acts of God;

    - agricultural, fiscal, monetary and exchange control programs and policies
      of governments;

    - national and international political and economic events and policies;

    - changes in rates of inflation; and

    - the general emotions and psychology of the marketplace, which at times can
      be irrational and totally unrelated to other more tangible factors.


    None of these factors can be controlled by Beeland Management. Even if
current and correct information as to substantially all factors is known or
thought to be known, prices still will not always react as predicted. The
profitability of the Fund will depend on whether the futures and forward
contracts which Beeland Management purchases for the Fund's portfolio to
replicate the Index increase in price. If these prices increase, the Fund will
be profitable if such trading profits exceed the fees and expenses of the Fund.
If these prices do not increase, the Fund will not be profitable and will incur
losses. The volatility of the futures markets is one reason that an investment
in units should be viewed as a long term investment.



    INVESTING IN UNITS MIGHT NOT PROVIDE THE DESIRED DIVERSIFICATION OF YOUR
    OVERALL PORTFOLIO.


    A principal objective of the Fund is to add diversification to a traditional
portfolio of securities. Price performance on the basket of raw material
contracts in the Fund and the Index are non-correlated to the performance of
traditional securities markets. Ordinarily and for most investors, an investment
in the Fund should be made only if an investor's overall portfolio is
diversified into other markets and an investment in the Fund represents only a
small percentage of the investor's overall investment portfolio.

    While the Fund may perform in a manner largely independent from the
traditional securities markets, there is no assurance it will do so.
Non-correlation is not negative correlation. Even if the performance of the Fund
is non-correlated with traditional equity and debt markets, this does not mean
that the Fund's results will not parallel either or both during significant
periods of time. An investment in the Fund could increase rather than reduce
overall portfolio losses during periods when the Fund, as well as stocks and
bonds, decline in value. There is no way of predicting whether the Fund will
lose more or less than stocks and bonds in declining markets. You must not
consider the Fund to be a hedge against losses in your stock and bond
portfolios. You should consider whether diversification in itself is worthwhile
even if the Fund is profitable.

    ILLIQUID MARKETS COULD MAKE IT IMPOSSIBLE TO REALIZE PROFITS OR LIMIT
    LOSSES.


    All futures markets will sometimes be illiquid. In illiquid markets, the
Fund may not be able to execute a buy or sell order at the desired price, or to
close out an open position in a timely manner. This would make it impossible for
the Fund to realize profits or limit losses.


                                       9
<PAGE>
    Market illiquidity can arise from the various regulations that are
applicable to futures trading, such as the "daily price fluctuation limits" or
"daily limits" regulations. The daily limits are the maximum amount the price of
a futures contract may vary either up or down from the previous day's settlement
price. No trades may be made at a price beyond the daily limits.

    Market illiquidity also occurs in a "thin" market where the volume of buy
and sell orders in a market is relatively small. Market illiquidity can also
occur because many trading approaches use similar analyses. This can lead to the
bunching of buy and sell orders, which makes it more difficult for a position to
be acquired or liquidated. It is also possible that an exchange or the Commodity
Futures Trading Commission (CFTC) may suspend trading in a particular contract,
order immediate liquidation and settlement of a particular contract, or order
that trading in a particular contract be conducted for liquidation only.

    The Fund may even be required in extreme circumstances to make or take
delivery of the interest underlying a particular position if the position cannot
be offset or liquidated prior to its expiration date.


    THE FUND COULD HAVE ITS TRADING DISRUPTED DUE TO THE FAILURE OF EXCHANGES OR
    CLEARINGHOUSES OR COULD LOSE ASSETS DEPOSITED WITH FUTURES COMMISSION
    MERCHANTS OR BROKERS.



    Futures contracts are traded on a commodity exchange. The Fund could have
its trading disrupted if the exchanges on which the Fund trades or any of their
clearinghouses were to discontinue operations or to experience disruptions in
trading, due to computer problems, unsettled markets or other factors. Assets of
the Fund are deposited with futures commission merchants who execute futures
contracts, as well as with broker-dealers who execute government contracts and
brokers or dealers who execute forward contracts. The Fund could lose these
assets if, for example, any of the above parties were to become insolvent or
bankrupt. In such event, the Fund would likely be able to recover only part of
the assets held by its futures commission merchant or broker-dealer. None of
these factors or occurrences can be controlled by the Fund or its general
partner.



    THE FUND WILL TRADE ON FOREIGN EXCHANGES THAT ARE LESS REGULATED THAN U.S.
    MARKETS AND ARE SUBJECT TO RISKS THAT DO NOT ALWAYS APPLY TO U.S. MARKETS.



    The Fund will trade on exchanges located outside the United States. The Fund
currently anticipates that approximately 7% of its assets will be traded on
foreign exchanges. The regulations of the CFTC do not apply to trading on
foreign exchanges, and trading on foreign exchanges may involve different and
greater risks than trading on United States exchanges. Certain foreign markets
may be more susceptible to disruption than United States exchanges due to the
lack of a government-regulated clearinghouse system.


    Trading on foreign exchanges also involves certain other risks that are not
applicable to trading on United States exchanges. Those risks include:

    - varying exchange rates;

    - exchange controls;

    - expropriation;

    - burdensome or confiscatory taxation; and

    - moratoriums, and political or diplomatic events.

    It will also likely be more costly and difficult for the Fund to enforce the
laws or regulations of a foreign country or exchange, and it is possible that
the foreign country or exchange may not have laws or regulations which
adequately protect the rights and interests of the Fund.

                                       10
<PAGE>

RISKS RELATING TO THE FUND'S STRUCTURE AND ORGANIZATION



    THE FUND HAS NO OPERATING HISTORY FOR YOU TO CONSIDER.



    The Fund has not commenced trading and had no operating or performance
history as of the date of this prospectus. As a result, it is difficult to
predict whether the Fund will be successful.



    SINCE THE GENERAL PARTNER OF THE FUND HAS A LIMITED OPERATING HISTORY, IT IS
    DIFFICULT TO EVALUATE ITS BUSINESS AND PROSPECTS.



    Beeland Management has a limited operating and performance history as of the
date of this prospectus. For this reason it is difficult to evaluate its
business and its prospects.



    THE OPERATING HISTORY OF BEELAND MANAGEMENT MAY NOT BE INDICATIVE OF THE
    FUND'S PERFORMANCE.



    Beeland Management currently operates one other active commodity pool. As
with the Fund, the trading in that commodity pool is also based on the Index.
The operating history of the other pool operated or managed by Beeland
Management is not indicative of how the Fund would perform in the future.



    THE TRADING METHODOLOGY UTILIZED BY THE FUND MAY NOT BE SUCCESSFUL UNDER ALL
    OR ANY MARKET CONDITIONS.



    Beeland Management utilizes a series of rules which, in turn, generally
generate trading instructions designed to produce a portfolio of trades in
commodities which should track the Index. Beeland Management enters trades
consistent with those instructions. No assurance can be given that the rules and
trading methodology utilized by Beeland Management will prove successful under
all or any market conditions.


    SUBSTANTIAL FEES AND EXPENSES ARE CHARGED REGARDLESS OF PROFITABILITY.


    The Fund must pay brokerage fees, management fees, legal, accounting and
reporting expenses and filing fees regardless of whether it realizes profits. An
investment of 100 units ($10,000) would have to increase between 4.6765%
(assuming 2,000,000 units are sold) and 8.2515% (assuming 100,000 units are
sold) in one year of trading operations, that is, between $467.65 and $825.15,
to equal $10,000 upon redemption at the end of that year. The Fund's trading
profits and interest income must equal or exceed its trading losses and fees and
expenses to avoid depletion or exhaustion of its assets.


    CONFLICTS OF INTEREST EXIST.

    Conflicts of interest exist in the structure and operation of the Fund's
business. These conflicts include:


    - Arbor Research & Trading, Inc., is a member of Beeland Management. In
      addition, three members of Beeland Management (one of whom is a managing
      member and officer of Beeland Management) are also principals of Arbor
      Research & Trading. Hart Capital Management is a division of Arbor
      Research & Trading. Pursuant to an agreement with the Fund, Hart Capital
      Management will provide advisory services with respect to the Fund's
      purchase and sale of United States government securities. This contract
      provides that Hart Capital Management will be paid a percentage of the
      assets under its management. As a result, these members of Beeland
      Management may have an incentive to place excess funds in governmental
      securities, which incur management fees payable by the Fund to Hart
      Capital Management, rather than in commodity accounts, which do not incur
      such fees.


                                       11
<PAGE>

    - Brian Cornell is a managing member of Beeland Management. He is also the
      sole principal of Cornell Investment Advisory, L.L.C., which will provide
      the Fund with portfolio monitoring facilities for a fee. Accordingly,
      Mr. Cornell will have a personal interest in the Fund continuing to use
      his company in this capacity.



    - Beeland Management is also the general partner, commodity pool operator
      and trading advisor for another limited partnership, a private commodity
      pool. A potential conflict of interest may arise if any situation arises
      in which the Fund is in competition with that private pool.



    - Beeland Management and its members are also involved with other
      businesses, some of which include the financial services, securities,
      futures and trading businesses. A potential conflict may arise if those
      business engage in activities which compete with the Fund.



    - Beeland Management and its members may trade for their own accounts. This
      creates a potential conflict in that they may take competing positions or
      positions opposite or ahead of those taken for the Fund.



    - One law firm serves as counsel to the Fund, as well as to Beeland
      Management. In addition, that law firm is a member of Beeland Management.
      A conflict of interest may arise if any situation arises in which the
      interests of the Fund appear to be in conflict with Beeland Management.


    See "Conflicts of Interest" below.


    YOU WILL BE LIMITED IN YOUR ABILITY TO REDEEM OR TRANSFER UNITS.



    You have only limited rights to transfer units. You may not transfer your
units without giving prior written notice to the Fund's general partner. A
transferee cannot become a limited partner without the approval of the Fund's
general partner. Such consent for the transferee to become a limited partner may
be given or withheld in the sole and absolute discretion of the Fund's general
partner. The transferee must also provide the Fund's general partner with
written acceptance of the Fund's limited partnership agreement and an opinion of
counsel that the transfer will not violate any securities, tax or other laws or
rules and will not affect the tax status or treatment of the Fund. No public
market for the Fund's units exists or is contemplated in the foreseeable future.



    You may only redeem your units as of the end of each month after an initial
holding period of three months. This holding period begins on the later of
(1) the date on which the proceeds of your subscription are invested by the
Fund's general partner in the market, or (2) the initial closing date. You will
not know the value of your redemption prior to the time you submit your request
to redeem your units.



    Substantial restrictions and conditions are also imposed upon the redemption
of units. For example, the Fund's general partner may require a limited partner
to provide up to 60 days prior written notice of the limited partner's desire to
redeem units. The redemption price will not be fixed until the effective date of
the redemption. As a result, limited partners are subject to any change in the
net asset value per unit occurring between the date of their request for
redemption and the effective date of the redemption. That delay may be a period
of up to 60 days. The net asset value per unit could change significantly, for
better or worse, during that period, given the volatile nature of futures
trading. Redemptions may also be honored only in part and delayed or suspended
in various circumstances.



    THE UNITS WILL NOT BE A LIQUID INVESTMENT.


    Units are not freely transferable. They can only be assigned or transferred
upon the terms and conditions set forth in the limited partnership agreement.
Those restrictions may at times preclude a transfer of a unit.

    Substantial liquidations of units could require the Fund to liquidate open
positions more rapidly than otherwise desirable in order to raise the cash to
fund the liquidations, while at the same time achieving a market position
appropriately reflecting a smaller equity base. Illiquidity in the market could
also make it difficult to liquidate positions on favorable terms, which could
result in losses to the Fund.

                                       12
<PAGE>

    Limited partners will have to depend on their limited and restricted
transfer and liquidation rights in order to realize a profit on their investment
in the units because it is likely that no distributions will ever be made to the
limited partners.


    Under certain limited circumstances the Fund may make a claim against a
limited partner for funds received by the limited partner from the Fund.

    LIMITED PARTNERS WILL NOT PARTICIPATE IN MANAGEMENT OF THE FUND'S BUSINESS.


    You may not participate in the management or control of the Fund or the
conduct of its business. You will have limited voting rights with respect to the
Fund's affairs. You must rely upon the fiduciary responsibility and judgment of
Beeland Management to manage the Fund's affairs in the best interests of the
limited partners.



    THE FUND MAY TERMINATE EARLY, WHICH COULD DISRUPT YOUR OVERALL INVESTMENT
    PORTFOLIO PLAN.


    Unforeseen circumstances, including withdrawal of the Fund's general
partner, could cause the Fund to terminate prior to its stated termination date
of December 31, 2020. Early termination of the Fund could disrupt your overall
investment portfolio plan.


    THE PURCHASE OF UNITS BY BEELAND MANAGEMENT OR ITS MEMBERS MAY CREATE
    CONFLICTS OF INTEREST FOR THEM.



    Beeland Management and its members and their affiliates may, but are not
required to, purchase units for their own account, including in order to reach
the minimum number of units required for the initial closing of the Fund. There
is no limit on the number of units that Beeland Management is permitted to
purchase. In the event that Beeland Management purchases any units, it will pay
for such units out of its assets, and will not use any of the offering proceeds
to purchase units. Any purchase of units by Beeland Management or its members or
their affiliates should not be relied upon as an indication of the merits of
this offering.



    Conflicts of interest will arise if Beeland Management or its members hold a
substantial number of units, because they will then be in a position to
substantially influence matters submitted to a vote of the limited partners. For
example, conflicts of interest could arise regarding the dissolution of the Fund
because the dissolution of the Fund would terminate Beeland Management's
compensation from the Fund. Any investments in the Fund by affiliates of Beeland
Management or its members or members of the families of any such affiliates or
members could increase the risks discussed in this paragraph.



    THE FUND IS NOT DIVERSIFIED BECAUSE IT WILL ONLY TRADE IN CERTAIN MARKETS.



    The Fund's general partner will initially trade futures and forwards
contracts on commodity exchanges. While the Fund is authorized to purchase
commodity forward contracts in the off exchange markets, it does not expect to
do so for the foreseeable future. Since the Fund will engage only in the trading
of commodity futures contracts and forward contracts, an investment in the Fund,
alone, will not add diversification to an investor's portfolio. Ordinarily and
for most investors, an investment in the Fund should be made only if an
investor's overall portfolio is diversified into other markets and an investment
in the Fund represents only a small percentage of the investor's overall
investment portfolio.



    SPECULATIVE POSITIONS AND TRADING LIMITS MAY REDUCE PROFITABILITY.



    The CFTC and the United States exchanges have established "speculative
position limits" or "position limits" on maximum open positions which any person
may hold or control in particular futures contracts. Most exchanges also limit
the amount of fluctuation in commodity futures contract prices on a single
trading day.


                                       13
<PAGE>

    Beeland Management believes that established speculative position and
trading limits will not adversely affect its trading for the Fund. Trading
instructions, however, may have to be modified, and positions held by the Fund
may have to be liquidated, in order to avoid exceeding these limits. Such
modification or liquidation could adversely affect the operations and
profitability of the Fund.



    THE OFFERING OF UNITS HAS NOT BEEN SUBJECT TO INDEPENDENT REVIEW.



    One law firm represents the Fund and Beeland Management. That firm does not
represent you as a limited partner in connection with the Fund. Accordingly, you
should consult your own legal, tax and financial advisors regarding the
desirability of your investing in the Fund.



    FUNDS CONTRIBUTED BEFORE THE FUND BREAKS ESCROW MAY SIT IDLE FOR SOME TIME.



    The Fund cannot commence trading until the initial closing occurs. The Fund
has until September 30, 2001, to sell the minimum of 100,000 units for
$10,000,000.


    THE START-UP OF THE FUND'S TRADING WILL INVOLVE RISKS NOT APPLICABLE TO
    ESTABLISHED POOLS.

    The Fund will encounter a start-up period during which it will incur certain
risks relating to the initial investment of its assets. The Fund may commence
trading at an inopportune time, such as after sustained moves in the markets,
resulting in significant initial losses. The start-up period also represents a
special risk because the level of diversification of the Fund's assets may be
lower than in a fully-committed portfolio.

RISKS RELATING TO TAX AND OTHER REGULATORY RISKS

    REGULATIONS GOVERNING THE FUTURES MARKET MAY CHANGE AND COULD ADVERSELY
    AFFECT THE FUND'S OPERATIONS.


    Federal agencies including the CFTC, the SEC and the Board of Governors of
the Federal Reserve System regulate certain activities of the Fund and the
Fund's general partner. The CFTC is the governmental agency having
responsibility for regulation of U.S. commodity exchanges and commodity futures
trading. Its function is to implement the objectives of preventing price
manipulation and excessive speculation and promoting orderly and efficient
commodity futures markets. The regulation of the United States and foreign
futures markets has undergone substantial change over the years, and further
changes should be expected. It is impossible to predict, however, what changes
may occur, or the effect of any such changes on the Fund. The effects could be
substantial. The Fund is not aware of any pending or threatened regulatory
developments that might materially affect the Fund. However, regulatory
initiatives could develop suddenly and without notice.


    THE FUND IS NOT A REGULATED INVESTMENT COMPANY.

    The Fund is not a registered securities investment company or "mutual fund"
subject to the Investment Company Act of 1940. Therefore, you do not have the
protections provided by that statute.

    THE IRS MAY DETERMINE THAT THE FUND IS AN ASSOCIATION TAXABLE AS A
    CORPORATION.


    The Fund has not applied for or obtained a ruling from the IRS as to
partnership tax status. The IRS may on audit determine that for tax purposes the
Fund is an association taxable as a corporation. In the event that the IRS makes
such a determination, investors would be deprived of the tax benefits associated
with investing in a partnership. For example, partners would not be able to use
losses of the Fund to offset their own income. The general partner has been
advised by its counsel that, in its opinion, the Fund should be classified as a
partnership for federal income tax purposes . A material risk of IRS
classification as an association taxable as a corporation may exist even though
the Fund relies on an opinion of counsel as to partnership tax status as such
opinion is not binding on the IRS. IRS classification of the Fund as an
association taxable as a corporation would deprive investors of the tax


                                       14
<PAGE>
benefits of the offering only if the IRS determination is upheld in court or
otherwise becomes final. Contesting an IRS determination may impose
representation expenses on investors.

    LIMITED PARTNERS WILL OWE TAXES ON THE FUND'S PROFITS BUT WILL VERY LIKELY
    NEVER RECEIVE ANY DISTRIBUTIONS FROM THE FUND.

    The Fund is not required to make any distributions, and it is likely that no
distributions will ever be made because the principal objective of the Fund is
to increase capital by assuming positions consistent with the Index, not to
create cash flow. You will, however, be required to report and pay tax in your
taxable year with or within which the taxable year of the Fund ends, on your
distributive share of all items of partnership profits for such taxable year of
the Fund. Even if distributions are made, the distributions may not equal the
taxes payable by you on your share of the Fund's profits. Such taxes will be
out-of-pocket expenses to you to the extent they exceed any cash distributions.
Subject to certain conditions, you may redeem your units monthly in order to
provide funds for the payment of taxes or for any other purpose.

    The Fund might sustain losses offsetting the profits of a prior fiscal year,
so you might never receive a distribution or be able to liquidate your units for
an amount equal to the taxes which have already been paid by you.

    Upon a sale or other disposition of the units or upon a sale or other
disposition of the Fund's property, an investor's tax liability may exceed the
cash he receives. To the extent of such excess, the payment of such taxes will
be out-of-pocket expenses. Assuming that the investor has held his units for
more than one year, gain or loss recognized on a sale of the units should be
capital gains.

    YOU COULD OWE TAX ON YOUR SHARE OF THE FUND'S ORDINARY INCOME DESPITE
    OVERALL LOSSES.

    You may be required to pay tax on your allocable share of the Fund's
ordinary income even though the Fund incurs overall losses.

    THE FUND'S AND THE LIMITED PARTNERS' TAX RETURNS MAY BE AUDITED.

    There is no assurance that the Fund's tax return will not be audited by the
IRS or that adjustments to the Fund's return will not be required as a result of
an audit. If an audit results in an adjustment, limited partners may be required
to file amended returns (which may themselves also be audited) and to pay back
taxes, plus interest and possibly penalties. An audit of the Fund's tax return
may result in an audit of an investor's own tax return.

    TAX LAWS MAY CHANGE AND MAY ADVERSELY AFFECT AN INVESTMENT IN THE FUND.

    It is possible that the current federal income tax treatment accorded an
investment in the units will be modified by subsequent legislative,
administrative or judicial action, possibly with retroactive effect. Any such
changes could significantly alter the tax consequences and decrease the
after-tax rate of return on an investment in the units.

                             CONFLICTS OF INTEREST


    Significant conflicts of interest exist in the structure and operation of
the Fund. All material conflicts of interest are described in this section.
Although Beeland Management will attempt to examine these conflicts of interest,
no formal procedures have been established to monitor or resolve any conflicts
of interest and there is no assurance that any conflict of interest will not
result in adverse consequences to the Fund.


OTHER POOLS AND BUSINESSES OF THE GENERAL PARTNER AND ITS MEMBERS


    Beeland Management is currently the general partner, commodity pool operator
and trading advisor for one other limited partnership, the Rogers Raw Materials
Fund. Beeland Management may serve as the general partner, commodity pool
operator and trading advisor for other pools in the future. In addition, Beeland
Management may contract to provide advisory services for individual accounts.
Both


                                       15
<PAGE>

Beeland Management and its members are also involved with other businesses, some
of which include the financial services, securities, futures and trading
businesses. Neither the Fund's limited partnership agreement nor any other
restriction will prohibit or limit these other business activities, even to the
extent that they engage in the same business and/or trading activities as those
of the Fund.



    Beeland Management will not spend its entire time managing the business of
the Fund and Clyde Harrison, Richard Chambers and Brian Cornell, the managing
members of Beeland Management, will not spend their full time managing the
business and affairs of Beeland Management. Beeland Management believes,
however, that its time available for the management of the Fund's business will
be sufficient for it to fulfill its duties and obligations to the Fund. It also
believes that the managing members' time available for its management will be
adequate to fully perform their duties to Beeland Management. Mr. Harrison
anticipates that he will devote substantially all of his business time to the
business of the Fund. In addition, Mr. Chambers expects to spend no more than
60% and Mr. Cornell expects to spend no more than 20% of their respective
business time to the business of the Fund. No assurance is given that the Fund's
performance will be better or worse than any other pool managed by Beeland
Management or by any of its members.


THE FUND DOES NOT HAVE AN INDEPENDENT TRADING ADVISOR


    Unlike most other funds, the Fund does not have an independent trading
advisor. Beeland Management manages the Fund and makes and implements all
trading decisions for the Fund. Beeland Management may have an interest in
continuing to serve as the sole trading advisor of the Fund.



OTHER POOLS AND TRADING BY THE FUND'S GENERAL PARTNER AND ITS MEMBERS



    Beeland Management will enter trades based on trading instructions designed
to produce a portfolio of trades in commodities which should track the Index.
Beeland Management may manage additional pools in the future and Beeland
Management and its members may trade commodity futures and other interests for
their own and others' accounts. The records of any such trading activities and
any written policies related to such trading will not be made available to
limited partners. Beeland Management's trading for its own account may create
conflicts of interest for itself. This creates a potential conflict of interest
because it is possible that positions taken by Beeland Management or its members
for their own or others' accounts may be the same as or may be taken ahead of or
opposite positions taken on behalf of the Fund. Beeland Management and its
members will not, however, knowingly trade for their own or another's account
ahead of the Fund's account.



    Beeland Management intends to employ an allocation system that it in good
faith believes is equitable and systematic. However, at times Beeland Management
may be required to enter orders inconsistently between the pools that it
manages. Trading between the pools will not track each other perfectly because
each pool has a different investor composition and at certain times, more
investors may be buying or redeeming more units in one pool than the other.
There is no assurance that the Fund's performance will not be adversely affected
by the manner in which orders are entered or filled by the general partner.



CERTAIN MANAGING MEMBERS OF THE FUND'S GENERAL PARTNER ARE MEMBERS OF ADVISORS
  TO THE FUND'S GENERAL PARTNER



    Arbor Research & Trading, Inc. is a member of Beeland Management. Richard L.
Chambers, a Managing Member and the Secretary of Beeland Management is also a
principal of Arbor Research & Trading. In addition, two other members of Beeland
Management are also principals of Arbor Research & Trading. Hart Capital
Management is a division of Arbor Research & Trading. Pursuant to an agreement
with the Fund, Hart Capital Management will provide advisory services with
respect to the Fund's purchase and sale of United States government securities
and will be paid for such services a fee equal to a percentage of the assets
under its management. As a result, these members of Beeland Management who are
also principals of Arbor Research & Trading may have an incentive to place
excess funds in governmental securities, which incur management fees payable by
the Fund to Hart Capital Management, rather than in commodity accounts, which do
not incur such fees. In addition, the Fund's general partner has the authority
to choose the advisors for the Fund. It therefore has a conflict of interest in
determining whether the Fund should continue its relationship with Hart Capital
Management.


                                       16
<PAGE>

Mr. Chambers and the mentioned other two principals of Arbor Research & Trading
will abstain from voting on any decisions of the Fund with respect to the
renewal of the Fund's advisory contract with Hart Capital Management.



    Brian Cornell, a Managing Member of Beeland Management, is currently the
sole principal of Cornell Investment Advisory, L.L.C., which will be responsible
for providing the Fund with portfolio monitoring facilities and will be paid a
fee for such services. Mr. Cornell will have a personal interest in the Fund
continuing to use his company in this capacity. As noted, the Fund's general
partner has the authority to choose the advisors for the Fund and therefore has
a conflict of interest in determining whether the Fund should continue its
relationship with Cornell Investment Advisory. Mr. Cornell will abstain from
voting on any decisions of the Fund with respect to the renewal of the Fund's
advisory contract with Cornell Investment Advisory.



ONE LAW FIRM IS COUNSEL TO BOTH THE FUND AND THE FUND'S GENERAL PARTNER



    Wildman, Harrold, Allen & Dixon, a Chicago based law firm, is counsel to the
Fund and is also counsel to and a member of Beeland Management. Wildman,
Harrold, Allen & Dixon is not acting as legal counsel for the limited partners
or any potential investor. There is a possibility that in the future the
interests of the various parties may become adverse, and under the Code of
Professional Responsibility of the legal profession in effect in Illinois,
Wildman, Harrold, Allen & Dixon may be precluded from representing any one or
all of these parties. If any situation arises in which the interests of the Fund
appear to be in conflict with those of Beeland Management or its affiliates,
additional counsel may be retained by one or more of the parties to assure
adequate representation and protection of their respective interests.



DISTRIBUTION AND LIQUIDATION DECISIONS BY THE FUND'S GENERAL PARTNER



    The Fund's general partner will determine whether the Fund will make any
distributions to the limited partners. While the Fund's general partner has the
authority to make distributions, it is very likely that no distributions will
ever be made to the limited partners. Therefore, an investment in the Fund must
only be viewed as a long term investment. The Fund's general partner will be
financially motivated to not declare any distributions because distributions
will lower the net assets of the Fund, which will in turn reduce the amount of
the monthly management fee which is payable by the Fund to its general partner.
The Fund's general partner will also have an incentive to discourage liquidation
of units by any limited partner for the same reason.



    Beeland Management is aware of these conflicts of interest and will use its
best efforts to make determinations about distributions and liquidation of units
independent of its personal considerations regarding its compensation. The
general partner owes broad fiduciary duties to the limited partners encompassing
the duties of exercising good faith, honesty, and fairness in its dealings with
them and the funds of the Fund.


FUTURES COMMISSION MERCHANTS USED BY THE FUND MAY BE SOLICITING DEALERS

    Some futures commission merchants we employ or with whom we have contracts
may themselves be broker-dealers or have relationships with broker-dealers. As a
result, it may be a conflict of interest for them to market units to prospective
subscribers.

                  POTENTIAL BENEFITS OF INVESTING IN THE FUND

    Although an investment in the Fund is highly speculative, involves a high
degree of risk and involves certain conflicts of interest, an investment will
offer the following potential advantages.

TRADING BASED ON INDEX; NO ACTIVE TRADING


    Beeland Management will attempt to replicate the composition of the Index
using various commodity futures contracts. This Index consists of the value of a
basket of raw materials employed in the world economy. Since the Fund's
portfolio is based on an Index, there will be no active trading by Beeland
Management. Instead, Beeland Management will generally engage in two types of
trading on behalf of the Fund. The majority of the trading by Beeland Management
will be made for the purpose of rolling positions to later delivery dates
pursuant to predetermined formulas and rules. In addition, Beeland


                                       17
<PAGE>

Management will review the Index at least annually to determine whether it may
be necessary or advisable to change the components or relative weighting of the
Index. Any such decision will be made in the sole discretion of Beeland
Management and in accordance with objective, predetermined rules governing
adjustments to the Index. If Beeland Management deems that an adjustment of the
Index is necessary, it may add or subtract futures contracts to the Index and/or
rebalance the portfolio accordingly. While the Index will be reviewed on at
least an annual basis, there is no assurance that any adjustments will be made
to the Index and portfolio as a result.


PROFESSIONAL MANAGEMENT


    Even though Beeland Management has a limited operating and performance
history, the members of Beeland Management have substantial experience trading
in and analyzing commodity futures, securities and government securities
markets.


DIVERSIFICATION; NON-CORRELATION WITH TRADITIONAL SECURITIES MARKETS

    The purchase of units of the Fund should be considered an alternative
investment to traditional securities, I.E., stocks and bonds. Price performance
on the basket of raw materials contracts in the Fund and the Index are
non-correlated to a traditional portfolio of securities. Allocating a portion of
the risk segment of a portfolio to a managed futures investment, such as the
Fund, can add diversification to a traditionally portfolio of securities.
Ordinarily, for most investors an investment in the Fund should be made only if
an investor's overall portfolio is diversified into other markets and an
investment in the Fund represents only a small percentage of the investor's
overall investment portfolio.

    There can be no assurance, however, that any managed futures investment will
be successful, avoid substantial losses or generate performance non-correlated
with traditional securities markets. Furthermore, non-correlation is not
negative correlation. Even if the performance of the Fund is non-correlated with
these markets, this does not mean that the Fund's results will not parallel
either stocks or bonds, or both, during significant periods of time. In any
event, unless a managed futures investment is successful, it cannot add a
potentially valuable element of diversification to a portfolio.

LOWER INITIAL INVESTMENT REQUIREMENTS

    You can participate in the Index through the Fund with a minimum initial
investment of only $10,000. An investment in the Fund therefore gives you the
ability to participate in a trading program most persons cannot afford to invest
in alone.

LIMITED LIABILITY

    Unlike an individual who invests directly in commodity futures or forward
contracts, an investor in the Fund cannot be individually subject to margin
calls and generally cannot lose more than

    - the amount of the limited partner's capital contribution,

    - the limited partner's share of undistributed profits, if any; and

    - under limited circumstances, some amounts received as distributions or
      upon liquidation of units.

    However, it is possible for an investor to lose the entire amount of his
investment.

ADMINISTRATIVE CONVENIENCE


    The Fund is structured to provide you with certain services designed to
alleviate the administrative details involved in engaging directly in futures
trading. Most significantly the Fund's general partner provides you with monthly
and annual financial reports and all tax information about the Fund which is
necessary for you to complete your federal income tax return. Beeland Management
intends to make available on the Internet an estimate of the value of the Index
on a daily basis.


LOWER TIME COMMITMENT

    Trading in futures is a complicated process involving a substantial time
commitment and knowledge of the numerous factors affecting the futures markets.
An investment in the Fund gives you the ability to participate in those markets
without such a substantial time commitment.

                                       18
<PAGE>
                FIDUCIARY RESPONSIBILITY OF THE GENERAL PARTNER


    The Fund's general partner is accountable to the Fund as a fiduciary. Under
Illinois law, the fiduciary duty owed by a general partner to a limited partner
encompasses the duty of exercising good faith, honesty, and fairness in his
dealings with them and the funds of the partnership. The fiduciary relationship
embraces all matters reasonably relating to the partnership. The general
partner's fiduciary duty exists concurrently with the obligations set forth in
the partnership agreement.



    If a limited partner believes the Fund's general partner has violated its
fiduciary duties, the limited partner may seek to recover damages from or
require an accounting by the general partner. The Fund's general partner's
performance of its fiduciary duties will also be measured by the terms of the
Fund's limited partnership agreement. Some provisions of the limited partnership
agreement may take away or limit some of the legal remedies that might otherwise
be available to limited partners.



    Limited partners may have the right to bring an arbitration, reparations or
other legal proceeding against the Fund's general partner if the general partner
violates any applicable laws or regulations, like the Commodity Exchange Act or
the regulations of the CFTC.



    As mentioned above, some provisions of the Fund's limited partnership
agreement may take away or limit some of the legal remedies that might be
available to limited partners. For example, the limited partnership agreement
provides that the Fund's general partner will not be liable for damages to the
Fund or any of the limited partners except for acts or omissions which
constitute misconduct or negligence. The defenses of the Fund's general partner
to any claim that it has breached any fiduciary duty or other responsibility
will therefore include that its act or omission was not negligent and did not
involve any misconduct. The limited partnership agreement also provides that the
Fund's general partner will not be liable for the return or repayment of the
capital contributions or capital accounts of any limited partner. Any return of
capital or profits will be made solely from the assets of the Fund, and not by
its general partner.



    The general partner of the Fund may not be liable to the Fund or limited
partners for errors in judgment or other acts or omissions not amounting to
misconduct or negligence, since provision has been made in the Fund's limited
partnership agreement for exculpation of the Fund's general partner. Therefore,
purchasers of the units have a more limited right of action than they would have
absent the limitation in the limited partnership agreement.



    The limited partnership agreement also provides that the Fund will indemnify
its general partner against any loss, expense, damage or injury (including
reasonable attorney's fees and other expenses incurred in connection with the
defense of any such action) incurred by the Fund's general partner, so long as
the actions were for a purpose reasonably believed to be in the best interests
of the Fund, and the conduct in question did not constitute misconduct,
negligence or bad faith. See "The Limited Partnership
Agreement--Indemnification."



    The Fund's general partner or any of its affiliates will not be indemnified
for any losses, liabilities or expenses arising from or out of an alleged
violation of federal or state securities laws, unless the following conditions
are met:



    - There has been a successful adjudication on the merits of each count
      involving alleged securities law violations as to the indemnified party,
      or



    - Such claims have been dismissed with prejudice on the merits by a court of
      competent jurisdiction as to the indemnified party, or



    - A court of competent jurisdiction approves a settlement of the claims
      against the indemnified party and finds that indemnification of the
      settlement and related costs should be made. The court is required to be
      advised of the position of the SEC and any state securities regulatory
      authority where units were offered or sold as to indemnification for
      violations of securities laws. However, the court need only be advised and
      consider the positions of the securities regulatory authorities of those
      states which are specifically set forth in the partnership agreement and
      in which plaintiffs claim they were offered or sold units.


                                       19
<PAGE>

    The Fund has been advised that in the opinion of the SEC, any
indemnification of the Fund's general partner or its affiliates for any
liabilities arising under the Securities Act of 1933 is contrary to public
policy as expressed in that Act and, therefore, is unenforceable.



    The advancement from the Fund to a general partner or its affiliates of
funds for legal expenses and other costs incurred as a result of any legal
action is permissible if:



    - The legal action relates to acts of omissions with respect to the
      performance of duties or services on behalf of the Fund;



    - The legal action is initiated by a third party who is not a limited
      partner, or the legal action is initiated by a limited partner and a court
      of competent jurisdiction specifically approves such advancement; and



    - The general partner or its affiliates undertake to repay the advanced
      funds to the Fund, together with the applicable legal rate of interest, in
      cases in which such person is not entitled to indemnification.



    The provisions of the limited partnership agreement discussed in this
section are also applicable to and benefit any affiliate of the Fund's general
partner when the affiliate is performing services on behalf of the Fund.



    The payment by the Fund of any indemnity to its general partner or any of
that general partner's affiliates will affect the limited partners because the
payment would reduce the net assets of the Fund.


    The Fund will not have any liability insurance covering its indemnification
obligations.

                         FEES AND EXPENSES OF THE FUND


    The Fund will be subject to the following fees and expenses, which are
described in more detail below. The following includes all compensation, fees,
profits or other benefits (including reimbursement of out-of-pocket expenses)
which the Fund's general partner, soliciting agents, futures commission
merchants and the affiliates of these parties may earn or receive in connection
with the offering and operation of the Fund.


                                       20
<PAGE>
SUMMARY OF FEES AND EXPENSES


<TABLE>
<CAPTION>
      ENTITY TO WHOM PAID             FORM OF COMPENSATION            AMOUNT OF COMPENSATION
-------------------------------  -------------------------------  -------------------------------
<S>                              <C>                              <C>
General Partner................  Management fees                  0.1875% per month (2.25% per
                                                                  year) of the average monthly
                                                                  sum of all capital accounts
                                                                  contributed by the limited
                                                                  partners, computed as of the
                                                                  close of each month, payable
                                                                  monthly.

General Partner................  Profit distribution              If the amount of management
                                                                  fees paid to the Fund's general
                                                                  partner during a year does not
                                                                  equal or exceed one percent
                                                                  (1%) of the amount of the
                                                                  Fund's net profits for that
                                                                  year, the general partner will
                                                                  receive an allocation of
                                                                  profits in an amount equal to
                                                                  the difference between one
                                                                  percent of the net profits and
                                                                  the amount of the management
                                                                  fees paid. For this purpose,
                                                                  net profits equals the Fund's
                                                                  total profits minus losses and
                                                                  any expenses charged to the
                                                                  Fund, if any, without taking
                                                                  into account the management
                                                                  fees allocated and paid to the
                                                                  general partner for that year.

General Partner................  Subscription fee (a portion of   Up to 5% of the gross offering
                                 which may be reallowed to        proceeds. Subject to certain
                                 soliciting dealers as selling    conditions and exceptions,
                                 commissions).                    investors purchasing specified
                                                                  minimum numbers of units will
                                                                  be entitled to a reduction of
                                                                  the 5% subscription fee.
                                                                  Beeland Management anticipates
                                                                  that most of the subscription
                                                                  fee will be reallowed by it to
                                                                  soliciting dealers as selling
                                                                  commissions.

Futures Commission Merchants...  Brokerage commissions and        The Fund has negotiated
                                 transactions fees, including     brokerage commissions at rates
                                 delivery, insurance, storage     that vary by commodity and by
                                 and other charges incidental to  marketplace. These rates
                                 trading and exchange fees.       currently average approximately
                                                                  $13 per round-turn. Brokerage
                                                                  commissions and transactions
                                                                  fees are estimated at 1% of net
                                                                  assets per year. See "Futures
                                                                  Commission Merchants; Brokerage
                                                                  Commissions" below in this
                                                                  section for an explanation of
                                                                  "round-turn" commissions.
</TABLE>


                                       21
<PAGE>


<TABLE>
<CAPTION>
      ENTITY TO WHOM PAID             FORM OF COMPENSATION            AMOUNT OF COMPENSATION
-------------------------------  -------------------------------  -------------------------------
<S>                              <C>                              <C>
Exchanges, Clearinghouses and
  NFA Fees.....................  Exchange, clearing costs and     Varies dependent upon the
                                 NFA fees.                        trades made, but estimated at
                                                                  between 10 to 15 basis points
                                                                  of the net assets of the Fund
                                                                  per year. One basis point is
                                                                  1/100 of one percent.

Hart Capital Management........  Advisory fee                     50 basis points per year of the
                                                                  average month end market value
                                                                  of the net assets of the Fund
                                                                  invested and being managed by
                                                                  Hart Capital Management,
                                                                  computed quarterly in arrears
                                                                  for the three months comprising
                                                                  such calendar quarter.

Offering and Organizational
  Expenses from this
  Offering.....................  Payment of legal and accounting  Actual expenses estimated at
                                 fees, securities filing fees,    $400,000 if the minimum number
                                 subscription agent and escrow    of units are sold and $850,000
                                 agent fees, printing and         if the maximum number of units
                                 advertising costs, and other     are sold.
                                 organizational and offering
                                 expenses.

Various Third Party Suppliers
  of Goods and Services........  Office supplies expenses,        Actual expenses estimated at
                                 meeting expenses and other       between $25,000 and $40,000 per
                                 expenses necessary or            year.
                                 appropriate for the operation
                                 of the Fund.

Others.........................  Possible unanticipated and       Unable to estimate.
                                 extraordinary expenses.
</TABLE>


MANAGEMENT FEE AND PROFIT DISTRIBUTION TO GENERAL PARTNER


    The general partner of the Fund receives a monthly management fee of 0.1875%
of the Fund's average monthly sum of all capital accounts contributed by the
limited partners, computed as of the close of business each month. The
management fee is payable by the Fund within 10 business days of the close of
each month.



    If the amount of management fees paid to the Fund's general partner during a
year does not equal or exceed one percent (1%) of the amount of the Fund's net
profits for that year, the general partner will receive an allocation of profits
in an amount equal to the difference between one percent of the net profits and
the amount of the management fees paid. For this purpose, net profits equals the
Fund's total profits minus losses and any expenses charged to the Fund, if any,
without taking into account the management fees allocated and paid to its
general partner for that year.



    The Fund will reimburse its general partner for Fund expenses which are paid
by the general partner (such as delivery charges, copying costs, telephone
charges and postage).



    The general partner of the Fund will not receive any portion of the
brokerage commissions which are paid by the Fund to futures commission
merchants.


                                       22
<PAGE>
SUBSCRIPTION FEE TO GENERAL PARTNER


    Beeland Management will receive a subscription fee of up to 5% of the gross
offering proceeds. A portion of the subscription fee may be reallowed by Beeland
Management to soliciting dealers as selling commissions for units they sell.



    Subject to certain conditions and exceptions explained below, investors
making an initial purchase of at least $25,000 worth of units (250 units)
through the same soliciting dealer will be entitled to a reduction of the 5%
subscription fee in accordance with the following schedule:


<TABLE>
<CAPTION>
AMOUNT OF PURCHASER'S
     INVESTMENT
---------------------   MAXIMUM SUBSCRIPTION      AMOUNT OF
  FROM         TO               FEE            VOLUME DISCOUNT
--------   ----------   --------------------   ---------------
<S>        <C>          <C>                    <C>
$ 25,000   $ 249,999            3.5%                 1.5%
 250,000    and over            2.5%                 2.5%
</TABLE>

SOLICITING DEALER COMPENSATION


    Under the form of contract between the Fund and the soliciting dealer, the
soliciting dealer will receive a majority of the subscription fee received by
Beeland Management, as compensation for their services in soliciting and
obtaining subscribers for the purchase of units.


FUTURES COMMISSION MERCHANTS; BROKERAGE COMMISSIONS


    The Fund may not limit itself to any one futures commission merchant.
However, the Fund may employ one futures commission merchant if, in the opinion
of the Fund's general partner, it is advisable to do so. The futures commission
merchants will receive brokerage commissions in return for their services. The
brokerage commissions are commonly referred to as "round-turn commissions" which
cover both the initial purchase or sale of the futures contract and the
subsequent offsetting sale or purchase. The brokerage commissions payable by the
Fund are always subject to change.



    The general partner will not effect any transactions in commodity contracts
with any futures commission merchant affiliated directly or indirectly with the
general partner, unless such transactions are effected at competitive rates. In
no event will the Fund be allowed to enter into any exclusive brokerage
contract.



    The Fund has negotiated brokerage commissions at rates that vary by
commodity and by marketplace. These rates currently average approximately $13
per round-turn. Beeland Management estimates that the annual brokerage
commissions payable by the Fund will not exceed 65 basis points. One basis point
equals 1/100 of one percent. The Fund cannot guarantee that annual brokerage
commissions will not exceed that number.



    The Fund will also pay or reimburse its futures commission merchants for any
delivery, insurance, storage and other charges incidental to trading and
exchange fees. Those types of charges are not included in the basis points set
forth in the preceding paragraph. Beeland Management does not anticipate
significant charges of this nature.


    Brokerage commissions and transactions fees are estimated at 1% of net
assets per year.


    In any event, brokerage commission charges will satisfy one of the following
maximum rates:



    - 80% of the published retail rate plus floor brokerage, clearing fees, NFA
      fees and exchange fees, or



    - 14% annually of the average net assets excluding the Fund assets not
      directly related to trading activity. This 14% limitation includes floor
      brokerage, clearing fees, NFA fees and exchange fees.



    The brokerage commissions to be charged will not exceed the above
limitations described in this section.


                                       23
<PAGE>

CLEARING COSTS AND NATIONAL FUTURES ASSOCIATION FEES



    The Fund will pay fees to clearinghouses and to the NFA. Clearing costs vary
depending on the trades made, but are estimated at between 10 to 15 basis points
of the net assets of the Fund annually.


ADVISORY FEES

    The Fund will pay advisory fees to Hart Capital Management for its
management of the Fund's purchases and sales of U.S. government securities.
These fees are estimated at 50 basis points annually of the average month end
market value of the Fund's portfolio of government securities actually invested
and being managed by Hart Capital Management. Such advisory fees will be
computed quarterly in arrears for the three months comprising such calendar
quarter.

ORGANIZATIONAL AND OFFERING EXPENSES


    The Fund will pay the organizational and offering expenses to be incurred by
the Fund in this offering. These expenses include legal and accounting fees,
subscription agent and escrow agent fees, securities filing fees, and printing
and advertising costs. These expenses were negotiated at arm's length and are
estimated to be approximately $400,000 if the minimum number of units are sold
and approximately $850,000 if the maximum number of units are sold. For the fees
payable to the subscription agent, see "Subscription Agent--Fees" below. For the
fee payable to the escrow agent, see "Plan of Distribution--Escrow Arrangements"
below.



    In the event that the offering does not have an initial closing, Beeland
Management will pay all of the incurred organizational and offering expenses.


THIRD PARTY SUPPLIERS OF GOODS AND SERVICES

    The Fund will incur expenses for office supplies, meetings and other goods
and services necessary or appropriate for the day-to-day operation of the Fund.
These expenses are estimated to be from $25,000 to $40,000 per year.

OTHER EXPENSES

    The Fund will also be responsible for all other expenses incurred by the
Fund. These expenses may include extraordinary expenses such as the cost of
litigation in which the Fund may be engaged. By their nature, the dollar amount
of extraordinary expenses cannot be estimated with any reasonable certainty, but
they could be substantial.

    The actual expenses incurred by the Fund will be set forth in reports to the
limited partners.


    The general partner of the Fund will be reimbursed by the Fund for Fund
expenses paid by the general partner. This includes expenses, such as delivery
charges, copying costs, telephone charges and postage.


CONSULTING CONTRACTS WITH AFFILIATES


    Hart Capital Management, a division of Arbor Trading & Research, and Cornell
Investment Advisory, L.L.C. have entered into consulting contracts with the Fund
and Beeland Management, respectively, to provide their services. The contract
relating to services performed by Cornell Investment is between Cornell
Investment and Beeland Management. Accordingly, fees due to Cornell Investment
pursuant to this contract are not payable by the Fund. The contract relating to
services performed by Hart Capital Management is between Hart Capital Management
and the Fund itself, and requires the Fund to pay an annual advisory fee
amounting to 50 basis points multiplied by the average month end market value of
the assets of the Fund actually invested in U.S. government securities and under
Hart Capital Management's management. Beeland Management pays the fee to Cornell
Investment and the Fund is not liable or responsible for such compensation.


REPORTS

    Limited partners will receive a monthly statement. The statement will
include, in general, a description of the performance of the Fund and will set
forth the aggregate fees, brokerage commissions, and other expenses incurred or
accrued by the Fund during the month. The Fund will also provide the limited
partners with an audited annual statement.

                                       24
<PAGE>
                              BREAK-EVEN ANALYSIS


    Beeland Management estimates that the trading profit the Fund must make on
an investment of 100 units ($10,000) in order for a limited partner to break
even if the limited partner redeemed his or her units at the end of the first
year of investment is:



    - $825.15, or 8.2515% of the purchase price for the 100 units, if the Fund
      had average annual net assets of $10,000,000;



    - $485.15, or 4.8515% of the purchase price for the 100 units, if the Fund
      had average annual net assets of $100,000,000; and



    - $467.65, or 4.6765% of the purchase price for the 100 units, if the Fund
      had average annual net assets of $200,000,000;


    The calculations have been given for the various levels of net assets
because the amount of subscriptions received by the Fund in this offering could
vary widely.

    The following table and explanatory notes set forth the basis for and
calculation of the above figures. The table is based on the fees as described
above.


<TABLE>
<CAPTION>
NET ASSETS                                                   $10,000,000   $100,000,000   $200,000,000
----------                                                   -----------   ------------   ------------
<S>                                                          <C>           <C>            <C>
Purchase Price Per Unit(1).................................   $     100    $       100    $       100
General Partner's Management Fee(2)........................   $ 225,000    $ 2,250,000    $ 4,500,000
Subscription Fee(3)........................................   $ 500,000    $ 5,000,000    $10,000,000
Organizational and Offering Expenses(4)....................   $ 400,000    $   600,000    $   850,000
Brokerage Commissions, Exchange, NFA and Other Trading
  Fees(5)..................................................   $ 100,150    $ 1,001,500    $ 2,003,000
Hart Capital Management Advisory Fee(6)....................   $  50,000    $   500,000    $ 1,000,000
Less Interest Income(7)....................................   $(450,000)   $(4,500,000)   $(9,000,000)
Amount of Trading Income Required for the Fund's Net Asset
  Value Per Unit (Redemption Value) at the End of One Year
  to Equal the Purchase Price Per Unit.....................   $ 825,150    $ 4,851,500    $ 9,353,000
Percentage of Purchase Price...............................      8.2515%        4.8515%        4.6765%
</TABLE>


---------

Explanatory Notes:


(1) Units may be purchased at a price of $100 per unit until the the initial
    closing occurs and the Fund starts trading. After that time, they may be
    purchased at a price per unit equal to the net asset value per unit as of
    the close of trading on the last trading day of a month. The minimum initial
    investment is 100 units, or $10,000.



(2) The general partner of the Fund receives a monthly management fee of 0.1875%
    (which equals 2.25% annually) of the Fund's average monthly sum of all
    capital accounts contributed by the limited partners, computed as of the
    close of business each month.


(3) Investors will be required to pay a subscription fee of up to 5% of the
    subscription amount. A portion of this fee may be reallowed to soliciting
    dealers as selling commission. Subject to certain conditions and exceptions,
    investors purchasing specified minimum numbers of units will be entitled to
    a reduction of the 5% subscription fee. This table assumes that no sales are
    entitled to a volume discount, and, therefore, that no reductions in the
    subscription fee are given.


(4) Organizational and offering expenses to be incurred by the Fund in this
    offering are estimated to be approximately $400,000 if the minimum number of
    units are sold and approximately $850,000 if the maximum number of units are
    sold. These expenses include legal and accounting fees, subscription agent
    and escrow agent fees, securities filing fees, and printing and advertising
    costs. Of the above amounts, approximately $235,000 is expected to consist
    of legal and accounting fees.


                                       25
<PAGE>
(5) Brokerage commissions, exchange, clearinghouses and NFA fees and other
    trading fees are estimated at 1.0015% of net assets of the Fund annually.

(6) The annual advisory fee to Hart Capital Management is estimated at 50 basis
    points ( 1/2%) of the assets of the Fund actually invested in U.S.
    government securities.

(7) The Fund will earn interest on U.S. government securities held in its
    account. Based on interest rates in effect as of the date of this
    prospectus, interest income has been estimated at 4.5% of net assets.

                    THE ROGERS INTERNATIONAL COMMODITY INDEX


    The Index consists of the value of a compendium, commonly known as a basket,
of raw materials employed in the world economy, ranging from agricultural
products (such as wheat, corn and cotton) and energy products (including oil,
gasoline and natural gas) to metals and minerals (including gold, silver,
aluminum and lead). As of August 31, 2000, there were 35 different futures
contracts represented in this index. The value of each component is based on
monthly closing prices of the corresponding futures and forward contracts, each
of which is valued as part of the fixed-weight portfolio. Near month contracts,
but typically not the front months, on international commodity markets are
employed to the extent possible. "Commodity Markets" below provides further
description of near month contracts. The selection and weighting of the
portfolio is reviewed annually, and weights are assigned in the December
preceding the start of each new year. If a commodity is traded on more than one
exchange, the Index will generally employ the market which is the most liquid,
in terms of volume and open interest.



    The Index was developed by James Beeland Rogers, Jr., the majority
owner-member of Beeland Management, to meet the need for a balanced,
representative, international raw materials index. Mr. Rogers, in connection
with the subscription for his interest in Beeland Management, assigned all of
his right, title and interest in and to the Index to Beeland Management. Beeland
Management believes that the Index includes most of the publicly traded raw
materials used in international commerce for which futures contracts or forward
contracts are regularly traded in recognized markets. It is designed to address
the needs of expanding world trade. The weightings of the Index were selected by
Beeland Management based on its perception of the relative importance of those
raw materials. The Index incorporates a number of raw materials represented
among North American, European, Asian and Australian commodity contracts. By
limiting positions in the component commodities to the long side of the market,
the prices of the component commodities and the index as a whole will typically,
but not always, increase or decrease to the extent that global prices for these
commodities increase or decrease.


                                       26
<PAGE>
    Following is a chart listing each of the commodities which currently
comprise the Index.


                      ROGERS INTERNATIONAL COMMODITY INDEX
                         LIST OF COMPONENT COMMODITIES
                             AS OF AUGUST 31, 2000



<TABLE>
<CAPTION>
COMMODITY, (%)                                   PRINCIPAL EXCHANGE
--------------                                   ------------------
<S>                                              <C>
Crude Oil, (35%)...............................  NYMEX (New York Mercantile Exchange)
Heating Oil, (3%)..............................  NYMEX
Unleaded Gasoline, (3%)........................  NYMEX
Natural Gas, (3%)..............................  NYMEX
Palladium, (0.30%).............................  NYMEX
Wheat, (7%)....................................  CBOT (Chicago Board of Trade)
Corn, (4%).....................................  CBOT
Soybeans, (3%).................................  CBOT
Rice, (2%).....................................  CBOT
Oats, (0.50%)..................................  CBOT
Aluminum, (4%).................................  LME (London Metals Exchange)
Zinc, (2%).....................................  LME
Nickel, (1%)...................................  LME
Tin, (1%)......................................  LME
Lead, (2%).....................................  LME
Copper, (4%)...................................  COMEX (Commodity Exchange--NY)
Gold, (3%).....................................  COMEX
Silver, (2%)...................................  COMEX
Platinum, (1.8%)...............................  COMEX
Live Cattle, (2%)..............................  CME (Chicago Mercantile Exchange)
Lean Hogs, (1%)................................  CME
Lumber, (1%)...................................  CME
Coffee, (2%)...................................  CSCE (Coffee, Sugar and Cocoa Exchange)
Sugar, (1%)....................................  CSCE
Cocoa, (1%)....................................  CSCE
Cotton, (3%)...................................  NYCE (New York Cotton Exchange)
Orange Juice, (0.66%)..........................  NYCE
Barley, (0.77%)................................  WCE (Winnipeg Commodity Exchange)
Canola, (0.67%)................................  WCE
Flaxseed, (0.15%)..............................  WCE
Soybean/Palm Oil, (2%).........................  CBOT
Azuki Beans, (1%)..............................  TGE (Tokyo Commodity Exchange)
Wool, (1%).....................................  SFE (Sydney Futures Exchange)
Rubber, (1%)...................................  TOCOM (Tokyo Commodity Exchange)
Raw Silk, (0.15%)..............................  YRSE (Yokohama Raw Silk Exchange)
</TABLE>


                              TRADING METHODOLOGY


    There are numerous trading methods, systems and strategies utilized in
futures trading. The following discussion only addresses those methods, systems
and strategies utilized in Beeland Management's trading program, and you will
therefore not be able to compare them with trading methods, systems and
strategies that are utilized by other trading advisors or trading managers. The
following description of Beeland Management's trading program is not intended to
be exhaustive.



    The Fund will invest its funds in a portfolio of futures and forward
contracts traded on recognized exchanges. The Fund may also purchase commodity
forward contracts in the off-exchange or over-the-counter markets, under certain
circumstances if, in the sole discretion of Beeland Management, there is
sufficient liquidity and depth in the relevant off-exchange markets. Beeland
Management does


                                       27
<PAGE>

not anticipate that the Fund will trade on such over-the-counter markets in the
immediate future. Many of the commodity contracts listed above are traded on
multiple markets. In placing orders for these commodities, the Fund intends to
employ the available market which provides the most advantageous market, in
terms of depth and/or liquidity, at the time that trading decisions are made.



    Beeland Management will attempt to replicate the composition of the Index by
purchasing commodity futures contracts in the same types and quantities as the
Index. This Index consists of the value of a basket of raw materials employed in
the world economy. This Index is described in greater detail above in "Rogers
International Commodity Index" above. Beeland Management utilizes a series of
rules which, in turn, generally generates trading instructions designed to
produce a portfolio of trades and positions in commodities which should track
the Index. Beeland Management will enter trades consistent with those
instructions. Beeland Management believes that the Fund's management activities
will produce a return which is correlated plus or minus 5% with that of the
Index. Beeland Management will select futures commission merchants to execute
trades for the Fund, generally in its discretion, on the basis of various
factors, including quality of executions, commission rates and any additional
ancillary services provided. Affiliates of members of Beeland Management may be
engaged to provide trade execution services for the Fund. Cash not needed as
margin for futures or cash forward contracts will be invested in a portfolio of
United States government securities.



    Since the Fund's portfolio is based on the Index, there will be no active
trading by Beeland Management. Instead, Beeland Management will generally engage
in two types of trading on behalf of the Fund. Almost all of the trading by
Beeland Management will be made for the purpose of "rolling" positions from near
delivery dates to later delivery dates in order to minimize volatility. These
rolling trades, made pursuant to a predetermined formula and rules, are placed
and effected as spreads to ensure against the risks of "legging in" or "legging
out" of positions. In addition, Beeland Management will review the Index at
least annually to determine whether it may be necessary to change the components
or relative weighting of the Index. Any such decisions will be made in the sole
discretion of Beeland Management and in accordance with objective, predetermined
rules governing adjustments to the Index. If Beeland Management deems that an
adjustment of the Index is necessary, Beeland Management may add or subtract
futures or forward contracts to the Index and rebalance the portfolio
accordingly. While the Index will be reviewed on a least an annual basis, there
is no assurance that any adjustments will be made to the Index and portfolio as
a result.


                              THE GENERAL PARTNER

BACKGROUND OF THE GENERAL PARTNER


    BEELAND MANAGEMENT COMPANY, L.L.C. is the sole general partner of the Fund.
It is an Illinois limited liability company whose majority owner-member is James
Beeland Rogers, Jr. Mr. Rogers previously assigned to Beeland Management all of
his right, title and interest in and to the Index in exchange for majority
ownership of Beeland Management. Mr. Rogers also has licensed the use of his
last name, likeness and signature to Beeland Management for development and
marketing purposes for as long as he has an interest in Beeland Management.



    Beeland Management will manage the business of the Fund. It may retain third
parties to provide services to the Fund, and other parties will be retained to
provide accounting, auditing, legal and other professional services.



    Unlike most other funds which have an independent trading advisor, the Fund
does not have a separate trading advisor. Instead, Beeland Management will
essentially serve as the Fund's commodity trading advisor. Beeland Management is
registered as a commodity pool operator and commodity trading advisor with the
CFTC and is also a member of the NFA.



    The Fund's general partner may trade commodities futures and other interests
for its own account. The records of any such trading activities and any written
policies related to such trading will not be made available to limited partners.
The trading by the Fund's general partner for its own account may create
conflicts of interest for the general partner.


                                       28
<PAGE>

    Beeland Management was organized in 1998 for the purpose of serving as the
general partner of the Rogers Raw Materials Fund, an Illinois limited
partnership, formed to operate as a private commodity pool. Beeland Management
may also serve as the commodity pool operator for other new or existing pools in
the future. No offering of any units of limited partnership interest in the
Rogers Raw Materials Fund is being made pursuant to this prospectus.



    The net worth of Beeland Management as of March 31, 2000 is $394,133.



    The principal offices of Beeland Management are located at 1000 Hart Road,
Suite 210, Barrington, Illinois 60010. The telephone number at that location is
(847) 304-0450.


PRINCIPALS


    The following is summary biographical information concerning the members of
Beeland Management who participate in its management.



    JAMES BEELAND ROGERS, JR., age 57, has been the majority owner and a member
of Beeland Management since inception in 1998. Mr. Rogers, a co-founder of the
Quantum Fund in the 1970s, is the author of INVESTMENT BIKER; ON THE ROAD WITH
JIM ROGERS (Random House, 1994). He initially developed and compiled the Index.
Although Mr. Rogers' career spans over 30 years, during the last five years he
has been semi-retired and travelling extensively around the world. However,
during that period, he has been a regular commentator and columnist in various
media dealing with economy and finance matters and is an occasional Visiting
Professor at Columbia University. Mr. Rogers is an investor who has been
chronicled in John Train's THE NEW MONEY MASTERS and Jack Schwager's MARKET
WIZARDS, as well as in BARONS, FORBES, FORTUNE, THE FINANCIAL TIMES and THE WALL
STREET JOURNAL.



    CLYDE C. HARRISON, age 56, has been a Managing Member of Beeland Management
since its inception in 1998. Mr. Harrison has agreed to provide administrative
services to the Fund under a contract which contains standard noncompete
provisions. Since mid-1997, Mr. Harrison has devoted most of his business time
to the administration of the Index and the Rogers Raw Materials Fund. For the
immediately prior two years, Mr. Harrison had been an official, first with
Nutmeg Securities, Inc., where he served as a pension fund consultant and in the
institutional stock execution business and later, in a similar capacity with a
division of a New York-based broker-dealer. Mr. Harrison has also been a Member
of the Managed Futures Committee of the Chicago Mercantile Exchange. In the
course of his over 25 year career, Mr. Harrison has served as a Special
Consultant to the Chairman of the Chicago Board Options Exchange, Inc.,
particularly on the institutional investment community, and as general partner
of a number of private investment and trading funds.



    BRIAN CORNELL, age 41, has been a Managing Member of Beeland Management
since 1998. His duties primarily involve the rules and procedures whereby the
Fund will effect trades corresponding to the Index, including but not limited to
(1) periodic adjustments to the Index and the Fund, (2) contract market
selection for contracts comprising the Index, (3) procedures to correlate
trading in the Fund with the composition of the Index and regular, periodic
valuation of the Fund and the Index. Through a wholly owned company, Cornell
Investment Advisory, L.L.C., he also has provided the Rogers Raw Materials Fund
and will provide the Fund with a portfolio monitoring facility. The fees due to
Cornell Investment pursuant to its contract with Beeland Management are payable
by Beeland Management and not by the Fund. He has traded, managed and provided
brokerage services for futures portfolios since 1982, most recently as a senior
official at two well known futures commission merchants and commodity trading
advisors. In addition, he has authored numerous articles on risk management and
has been featured in THE NEW YORK TIMES, THE WALL STREET JOURNAL and in
INSTITUTIONAL INVESTOR.



    RICHARD L. CHAMBERS AND ARBOR RESEARCH & TRADING, INC.  Richard L. Chambers,
age 56, has been a Managing Member of Beeland Management since 1998.
Mr. Chambers serves as Treasurer of Beeland Management. He is responsible for
investment of funds not required for margin and is also responsible for
administrative activity. Mr. Chambers is also the managing principal of Hart
Capital Management, a registered investment adviser and a division of Arbor
Research & Trading, Inc. Mr. Chambers has over 30 years experience in the fixed
income securities business as both a dealer and a portfolio manager.


                                       29
<PAGE>

    Arbor Research & Trading is a broker-dealer and investment advisor based in
Barrington, Illinois. Pursuant to a separate advisory agreement, Hart Capital
Management will advise Beeland Management in connection with the Fund's
purchases and sales of U.S. government securities. The Fund will pay Hart
Capital Management an annual advisory fee of 50 basis points, computed quarterly
in arrears, on the basis of the average month-end market value of the Fund's
portfolio of government securities actually invested and under Hart Capital
Management's management for the quarter. Hart Capital Management also advises
Beeland Management in its capacity as general partner, commodity pool operator
and trading advisor of Rogers Raw Material Fund in connection with that pool's
purchases and sales of U.S. government securities. Arbor Research & Trading,
Hart Capital Management and/or Mr. Chambers currently and in the future may
invest in commodity pools that are advised by Arbor Research & Trading and/or
Hart Capital Management.



    Arbor Research & Trading's objective is to achieve appreciation of its
clients' assets through the purchase and sale of U.S. government securities,
including but not limited to U.S. Treasury securities. The specific government
securities to be traded will be selected from time to time by Arbor Research &
Trading and will be limited to government securities, as defined under the
Investment Company Act of 1940, as amended. Specific issue selection will be
based on relative attractiveness to the U.S. Treasury yield curve and other
comparable treasury or agency securities.



    Although the Fund will pay Hart Capital Management the annual advisory fee
explained above, none of the foregoing individuals are paid any compensation
directly by the Fund.



    WILDMAN, HARROLD, ALLEN & DIXON is a Chicago-based, full-service law firm
whose practice covers most areas of business law. Wildman, Harrold, Allen &
Dixon represented Beeland Management in connection with its formation and the
formation of the Fund and currently provides a full range of services to the
Fund.


LEGAL ACTIONS


    There have been no material administrative, civil or criminal actions
pending, on appeal or concluded against Beeland Management or any of its
individual principals, Arbor Research & Trading, Inc. or Hart Capital Management
within the past five years that are material to an evaluation of their ability
or integrity.


INVESTMENT BY THE GENERAL PARTNER AND ITS MEMBERS


    Beeland Management will make a capital contribution to the Fund immediately
prior to the time the Fund commences trading in an amount in its sole
discretion. However, the capital contribution will be in an amount not less than
$25,000. To the extent of its contribution, Beeland Management will be treated
as though it were a limited partner. Members of Beeland Management and persons
associated with the members may subscribe for limited partnership interests as
well. Any such subscribers will not be limited by the minimum subscription
amounts required above.



    In order to form the partnership, Mr. Harrison contributed $5,000 for 50
units of partnership interest. The purchase of units by Beeland Management or
its members may create conflicts of interest. See "Conflicts of Interest" above.


DUTIES OF THE GENERAL PARTNER


    The general partner of the Fund manages all business of the Fund. The Fund's
general partner may delegate its responsibility for the investment of the Fund's
assets to one or more qualified trading advisors. If it elects to direct trading
for the Fund itself, the general partner of the Fund may still render advisory
services to other clients or accounts and use the same trading strategies
utilized in managing the Fund's investments.



    The general partner of the Fund may retain various third parties, including
affiliates of the general partner and its members, to perform various services
for the Fund. However, the Fund's general partner may not enter into any
agreement or arrangement with affiliates on terms less favorable to the Fund
than those customarily charged by an unrelated party for similar services.


                                       30
<PAGE>

    The maximum period covered by any contract between the Fund and the general
partner may not exceed one year and the agreement will be terminable without
penalty upon 60 days' written notice by the Fund.



    The Fund's general partner is accountable to the Fund as a fiduciary. Under
Illinois law, the fiduciary duty owed by a general partner to a limited partner
encompasses the duty of exercising good faith, honesty, and fairness in his
dealings with them and the funds of the partnership. The fiduciary relationship
embraces all matters reasonably relating to the partnership. The general
partner's fiduciary duty exists concurrently with the obligations set forth in
the partnership agreement. The limited partners may not contract away this
fiduciary obligation.



                           PRINCIPAL OWNERS OF UNITS



    As of the date of this prospectus, the general partner of the Fund does not
beneficially own any units and no limited partner beneficially owns any units,
other than the original limited partner, Clyde C. Harrison, who purchased
50 units for a capital contribution of $5,000 in connection with the formation
of the Fund.


                   ENFORCING YOUR RIGHTS AS A LIMITED PARTNER


    You should consult your legal counsel with questions concerning the
responsibilities of the Fund's general partner. Reference is made to "Fiduciary
Responsibility of the General Partner" for a discussion of these
responsibilities. In the event that you believe the general partner of the Fund
has violated its fiduciary responsibility, you may seek legal relief for
yourself or on behalf of the Fund (or in a class action on behalf of all limited
partners), if:



    - the general partner of the Fund has refused to bring the action, or



    - an effort to cause the general partner of the Fund to bring the action is
      not likely to succeed.


    There can be no assurance, however, that adequate remedies will be
available.


    In addition, you may institute legal proceedings against the general partner
of the Fund if it or an advisor engages in excessive trading. You should be
aware that it would be difficult to establish that commodity trading has been
excessive due to the broad trading authority given to the Fund's general
partner, the limited number of cases defining excessive trading, and the
provisions in the limited partnership agreement discussed under "The Limited
Partnership Agreement--Indemnification."


    You may be afforded rights to reparations under the Commodity Exchange Act.
In addition, the NFA has adopted arbitration rules which, in appropriate
circumstances, might provide additional rights.

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

    The Fund was formed on May 8, 2000 under the laws of the State of Illinois.
To date, its only transactions have been the preparation of this offering and
the receipt of capital contributions of $5,000 from the original limited
partner. The Fund has not begun trading. Therefore, the financial statement of
the Fund included in this prospectus is not indicative of future operating
results. These results will depend in large part upon the commodity markets in
general, the advisor's performance, changes in interest rates and the amount of
redemptions. Because of the nature of these factors and their interaction, it is
impossible to predict future operating results, financial position and cash
flow.

                        PERFORMANCE HISTORY OF THE FUND

    THIS POOL HAS NOT COMMENCED TRADING AND DOES NOT HAVE ANY PERFORMANCE
HISTORY.  This prospectus therefore does not contain any actual performance
records or performance information for the Fund.

                                       31
<PAGE>
                  OTHER POOLS OPERATED BY THE GENERAL PARTNER


    As of the date of this prospectus, Beeland Management was also serving as
the pool operator of Rogers Raw Materials Fund, a private commodity pool.


    Rogers Raw Materials Fund is an Illinois limited partnership formed in
August 1997. It commenced operations in July 1998 and began trading in
August 1998.


    Beeland Management serves as the general partner and trading advisor for the
Rogers Raw Materials Fund and utilizes the same trading methods to be utilized
in the Fund's proposed trading program. As with the Fund, Rogers Raw Materials
Fund's trading is designed to replicate the positions which comprise the Index
from time to time. Beeland Management will attempt to replicate the composition
of the Index by purchasing commodity futures contracts in the same types and
quantities as the Index. This Index consists of a basket of raw materials
employed within the world economy and traded in seasoned markets, as futures and
forward contracts. There are no "short" positions within the Index.


    The Rogers Raw Materials Fund has a lower and different fee structure than
that of the Fund. The Rogers Raw Materials Fund is structured for large,
institutional investors, with minimum subscriptions typically in the range of
$500,000. As a result, the performance information for the Rogers Raw Materials
Fund should not be relied upon as any indication of the Fund's potential
performance.


    Beeland Management performs similar administrative duties for Rogers Raw
Materials Fund as it intends to perform for the Fund. As of August 31, 2000, the
Rogers Raw Materials Fund had a net asset value in excess of its initial
offering amount. The Rogers Raw Materials Fund has traded for less than three
years and its trading programs, which should be considered long-term, may not
have had sufficient time in which to take full effect.



    Beeland Management is registered as a commodity pool operator and commodity
trading advisor and has the ability and the right to manage individual customer
accounts.



    The following capsule shows the annual past performance of Rogers Raw
Materials Fund since its inception of trading (in August 1998) and year-to-date
(through August 31, 2000) and other relevant information.



       PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.
            CAPSULE PERFORMANCE OF OTHER POOLS CURRENTLY OPERATED OR
                 MANAGED BY BEELAND MANAGEMENT COMPANY, L.L.C.
               FOR THE PERIOD AUGUST 1998 (INCEPTION OF TRADING)
                            THROUGH AUGUST 31, 2000


    Rogers Raw Materials Fund is a single fund. However, there are three
different types of units within the Fund. The units differ in their management
fees and in whether brokerage commissions are paid independently or included
within the management fees (I.E., a wrap fee).

NAME OF POOL: ROGERS RAW MATERIALS FUND, L.P. (FUND AS A WHOLE)

Type of Pool: Privately offered

Date of Inception of Trading: August 1998


Total Contributions: $15,450,000



Current Net Asset Value(1): $21,253,257



Largest Peak-to-Valley Drawdown in last five years(2)(3): 18.12%
(October 1998--February 1999)


Largest Monthly Drawdown in last five years(4): 10.46% (November 1998)


Largest Peak-to-Valley Drawdown this year: 5.99 (July 2000)



Largest Monthly Drawdown this year: 5.99% (July 2000)


                                       32
<PAGE>

Annualized Rate of Return(5): 27.00%



This Year's Rate of Return (through August 31, 2000): 26.29%


NAME OF POOL: ROGERS RAW MATERIALS FUND, L.P. (FUND "A" UNITS)

Type of Pool: Privately offered

Date of Inception of Trading: May 2000


Total Contributions: $1,494,378



Current Net Asset Value(1): $1,701,016



Largest Peak-to-Valley Drawdown in last five years(2)(3): 6.00% (July 2000)



Largest Monthly Drawdown in last five years(4): 6.00% (July 2000)



Largest Peak-to-Valley Drawdown this year: 6.00% (July 2000)



Largest Monthly Drawdown this year: 6.00% (July 2000)



Annualized Rate of Return(5): 51.77%



This Year's Rate of Return (through August 31, 2000): 17.26%


NAME OF POOL: ROGERS RAW MATERIALS FUND, L.P. (FUND "B" UNITS)

Type of Pool: Privately offered

Date of Inception of Trading: August 1998

Total Contributions: $13,200,000


Current Net Asset Value(1): $18,013,017



Largest Peak-to-Valley Drawdown in last five years(2)(3): 18.09%
(October 1998--February 1999)


Largest Monthly Drawdown in last five years(4): 10.45% (November 1998)


Largest Peak-to-Valley Drawdown this year: 5.99% (July 2000)



Largest Monthly Drawdown this year: 5.99% (July 2000)



Annualized Rate of Return(5): 26.69%



This Year's Rate of Return (through August 31, 2000): 26.34%


NAME OF POOL: ROGERS RAW MATERIALS FUND, L.P. (FUND "C" UNITS)

Type of Pool: Privately offered

Date of Inception of Trading: August 1998

Total Contributions: $1,000,000


Current Net Asset Value(1): $1,539,225



Largest Peak-to-Valley Drawdown in last five years(2)(3): 18.22%
(October 1998--February 1999)


Largest Monthly Drawdown in last five years(4): 10.47% (November 1998)


Largest Peak-to-Valley Drawdown this year: 6.04% (July 2000)



Largest Monthly Drawdown this year: 6.04% (July 2000)



Annualized Rate of Return(5): 25.88%



This Year's Rate of Return (through August 31, 2000): 25.77%


                                       33
<PAGE>
Notes To Tables

(1) "Net Asset Value" is defined by applicable CFTC regulations to mean total
    assets minus total liabilities, determined on an accrual basis of accounting
    in accordance with generally accepted accounting principles, with each
    position in a commodity interest accounted for at fair market value.

(2) "Drawdown" is defined by applicable CFTC regulations to mean losses
    experienced by a pool over a specified period of time.

(3) "Largest Peak-to-Valley Drawdown" is the greatest cumulative percentage
    decline in month-end net asset value due to losses sustained by a pool,
    account or trading program during any period in which the initial month-end
    net asset value is not equaled or exceeded by a subsequent month-end net
    asset value.

(4) "Largest Monthly Drawdown" is the largest monthly loss experienced by the
    pool in any calendar month expressed as a percentage of the total equity in
    the pool and includes the month and year of such draw-down.

(5) Rate of return is computed by dividing the net performance by the sum of the
    beginning net asset value and net additions, capital withdrawals and
    redemptions.

               FUTURES COMMISSION MERCHANTS, BROKERS AND DEALERS


    Beeland Management will select futures commission merchants to execute
trades in futures contracts and brokers or dealers to execute trades in forward
contracts for the Fund, generally in its discretion, on the basis of various
factors, including quality of executions, commission rates and any additional
ancillary services provided. Affiliates of members of Beeland Management may be
engaged to provide trading execution services for the Fund.



    The Fund has not yet selected the initial futures commission merchants for
the Fund. The Fund may not limit itself to any one futures commission merchant.
However, the Fund may employ one futures commission merchant if, in the opinion
of the Fund's general partner, it is advisable to do so. The futures commission
merchants will receive brokerage commissions in return for their services.



    The futures commission merchants selected by the Fund's general partner will
be limited solely to providing clearing services. They do not have any
responsibility to, and will not, supervise the actions of the Fund or its
general partner.



    Beeland Management estimates that the round-turn commissions payable by the
Fund for trades cleared by its futures commission merchants will not exceed 65
basis points. One basis point equals 1/100 of one percent. The brokerage
commissions payable by the Fund are subject to change at any time.



    Beeland Management, in conjunction with Hart Capital Management, will select
the broker-dealers who will execute trades in government securities, generally
in their discretion.


                               SOLICITING DEALERS


    Members of Beeland Management will assist and provide additional information
and documents to prospective investors that are interested in an investment in
the Fund. No separate compensation (beyond their respective interests in Beeland
Management) will be paid to any such persons for any of their marketing efforts.



    There is no underwriter or syndicate group for the offering. However,
Beeland Management may enter into agreements with a number of firms which are
registered as broker/dealers, are members of the NASD and are properly
registered or qualified in the appropriate states to introduce the Fund to
certain of their customers.



    Beeland Management will receive a subscription fee of up to 5% of the gross
offering proceeds to cover offering, administrative and marketing expenses. A
portion of the subscription fee may be


                                       34
<PAGE>
reallowed to soliciting dealers as selling commissions for each unit they sell.
Subject to certain conditions and exceptions (described below under "Plan of
Distribution"), investors purchasing specified minimum numbers of units will be
entitled to a reduction of the 5% subscription fee, and the amount of the
subscription fee to be reallowed to soliciting dealers, will be according to the
following schedule:


<TABLE>
<CAPTION>
            AMOUNT OF
     PURCHASER'S INVESTMENT                            AMOUNT OF         AMOUNT
---------------------------------       MAXIMUM         VOLUME        REALLOWED TO
        FROM               TO       SUBSCRIPTION FEE   DISCOUNT    SOLICITING DEALER*
---------------------   ---------   ----------------   ---------   ------------------
<S>                     <C>         <C>                <C>         <C>
      $      0          $ 24,999            5%             --              4 1/2%
        25,000           249,999          3.5%            1.5%                 3%
       250,000          and over          2.5%            2.5%                 2%
</TABLE>


---------


*   Beeland Management may reallow greater amounts to soliciting dealers, in its
    discretion, pursuant to contract.


                               SUBSCRIPTION AGENT

INTRODUCTION


    Derivatives Portfolio Management, LLC, Two Worlds Fair Drive, P.O. Box 6741,
Somerset, New Jersey, will serve as the Fund's subscription agent, as well as
the Fund's redemption agent. While Derivatives Portfolio Management will serve
in both capacities, we will refer to Derivatives Portfolio Management in this
prospectus as the subscription agent.



    As subscription agent, Derivatives Portfolio Management's responsibilities
will include:


    - processing new subscriptions,

    - adding new subscribers to the list of limited partners,

    - assigning the appropriate units per subscription,

    - receiving and disbursing funds to and from investors,

    - computing the Fund's net asset value per unit, and

    - processing redemptions.

    The subscription agent is not a trustee and has no management or oversight
responsibilities and no fiduciary duties to the limited partners.

SUBSCRIPTIONS


    Funds from subscriptions accepted prior to the initial closing will be
delivered to the subscription agent. The subscription agent will deposit the
funds from subscriptions in an interest bearing escrow account at Mellon Bank
until the initial closing is completed. Alternatively, subscribers may transfer
subscription proceeds by bank wire transfer to Mellon Bank if they initially fax
copies of the subscription documents to the subscription agent, following by
manually-signed copies by mail. Upon the initial closing, the subscription
proceeds will be released to the Fund for acquisition of a portfolio of futures
positions. If a minimum of 100,000 units are not sold by September 30, 2001,
this offering will terminate. In such event, the Fund (or its subscription
agent) will return all amounts paid by subscribers within 10 business days of
the date the offering is terminated.


REDEMPTIONS


    Derivatives Portfolio Management will process all requests for redemptions.
For further information on redemptions, see "Transferability and Redemption of
Units--Redemption of Units" below.


FEES

    As compensation for its services, commencing on the earlier of September 1,
2000 or the date the registration statement, of which this prospectus is a part,
is declared effective by the SEC, the subscription agent will receive a monthly
fee equal to 22.5 basis points of the value of the Fund's net

                                       35
<PAGE>
assets as of the first day of each month, divided by twelve. For example, if net
assets equal $25,000,000, the monthly fee would equal $4,687.50 ($25,000,000
multiplied by 0.00225, then divided by 12). The minimum subscription agent fee
per month is $4,000. In addition to the above fee, the Fund will pay the
subscription agent $20 per partner per year for expenses associated with mailing
and handling ($17.00 per partner for partners that are processed through the
Fund's escrow agent during the initial escrow period).

                                USE OF PROCEEDS


    The funds received from subscribers will be deposited and held in a
separate, interest-bearing escrow account at Mellon Bank until the initial
closing. The Fund therefore cannot start trading until the initial closing has
been completed. Up to 5% of the gross offering proceeds will be utilized to pay
a subscription fee to the Fund's general partner, a portion of which may be
reallowed to soliciting dealers as selling commissions. Any contributions which
are accepted by the Fund after funds have been released from escrow will be
immediately available for use in its business. The net proceeds of the offering,
after deducting the subscription fee, will be used to acquire a portfolio of
futures positions consistent with the Fund's trading policies.


    Generally, once released from escrow, not more than 25% of the Fund's funds
will be maintained in the Fund's trading account with its futures commission
merchant. Those funds will be available to acquire a portfolio of futures
positions consistent with the Fund's trading policies. Consistent with the
Commodity Exchange Act, all of the assets of the Fund will be maintained in cash
and segregated as customer funds, except assets, if any, committed as margin on
some non-U.S. futures and options transactions.

    The Fund's trading account funds which are not committed as margin may be
invested in U.S. government securities. The Fund will always maintain sufficient
cash in U.S. government securities to close out open positions.

    All interest and other earnings earned on the Fund's funds will be paid to
the Fund and not to the broker or other custodian having custody of the funds.

    The Fund will not have significant assets or properties other than the
Fund's trading account with its futures commission merchants and the other types
of accounts described in this section. The Fund's account with its futures
commission merchants and some of the other accounts in which the Fund's funds
will be deposited and held are not federally insured or guaranteed.

    The Fund will make no loans nor will it borrow money. The assets of the Fund
will not be commingled with the assets of any other entity, nor used as margin
for any other account. Deposit of assets with a commodity broker or swap dealer
as margin shall not constitute borrowing or commingling.

                    TRANSFERABILITY AND REDEMPTION OF UNITS

    The following is a summary of the conditions that must be met in order to
transfer units and to redeem units. You should read the limited partnership
agreement for complete details of the conditions. See, in particular,
Article XIV and Section 8.5 of the limited partnership agreement, a copy of
which is included as Appendix A.

TRANSFERS OF UNITS


    Units cannot be assigned or transferred and the assignee cannot become a
substituted limited partner of the Fund until the assignor of the units and the
assignee have delivered an assignment agreement to the Fund's general partner,
and the Fund's general partner gives its written consent to the assignment.
Consent may be given or withheld in the sole and absolute discretion of the
Fund's general partner. The assignee must also provide the Fund's general
partner with written acceptance of the limited partnership agreement and an
opinion of counsel that the transfer will not violate any securities, tax or
other laws or rules and will not affect the tax status or treatment of the Fund.
The assignee of the units is required to pay all expenses incurred in connection
with the assignment. Any assignment of a unit not made in compliance with the
limited partnership agreement is invalid.


                                       36
<PAGE>
REDEMPTION OF UNITS


    Units can generally be redeemed on the last trading day of any month after
an initial holding period of three months. This holding period begins on the
later of the date on which the proceeds from your subscription are invested by
the Fund's general partner in the market or the initial closing date. In order
to redeem its units, however, a limited partner must give prior written notice.
The Fund's general partner may require that the redemption notice be received by
the subscription agent 60 days in advance of the desired redemption date.



    The redemption price per unit will be the net asset value per unit as of the
close of business on the withdrawal date. The Fund imposes no redemption fees or
charges. However, the Fund's general partner holds back a nominal amount at the
time of certain redemptions (I.E., most redemptions which are not made at the
close of a fiscal year) in order to ensure that regular expenses attributable to
the withdrawn units will be funded. The amount held back by the Fund's general
partner is equal to the greater of 2% of the net asset value per unit as of the
close of business on the withdrawal date, or $100. The held back amount is
intended to cover accrued, but unpaid management fees and other expenses payable
by the Fund and chargeable against net assets as of that date. After the close
of the fiscal year in which the withdrawal was effected, the account of the
limited partner who effected the withdrawal will be adjusted to reflect his
allocated share of management fees and expenses, which shall be charged against
the amount held back. After such charge, any positive balance remaining from the
held-back amount will be promptly paid to the withdrawn limited partner, in the
same manner as the balance of the withdrawal. Net asset value per unit means the
net assets of the Fund at that time divided by the aggregate number of
outstanding units at that time. Net assets means total assets minus total
liabilities, determined in accordance with generally accepted accounting
principles.


    The redemption price will not be fixed until the effective date of the
redemption. In other words, limited partners are subject to any change in the
net asset value per unit occurring between the date of their request for
redemption and the effective date of the redemption. That delay may be a period
of up to 60 days. The net asset value per unit could change significantly, for
better or worse, during that period, given the volatile nature of futures
trading.


    Beeland Management does not intend to assess any fees or charges for
liquidations. However, it may change this policy in the future.



    Derivatives Portfolio Management, the subscription agent of the Fund, will
also process all requests for redemptions. Derivatives Portfolio Management is
not a trustee and has no management or oversight responsibilities and no
fiduciary obligations to the limited partners.



    The limited partnership agreement authorizes the general partner of the Fund
to refuse to redeem units if the number of requested redemptions may be
detrimental to the tax status or treatment of the Fund. The Fund's general
partner may also refuse a redemption request if the remaining capital account of
the limited partner will be less than the minimum initial investment amount as
then established by the general partner. The limited partnership agreement also
authorizes the Fund's general partner to temporarily suspend all redemptions and
to delay payment for redemptions under special circumstances. Some examples of
special circumstances for this purpose include:


    - the inability to generate sufficient cash due to market illiquidity,

    - where the cash can only be generated by sustaining significant losses, and

    - defaults or delays in payments due the Fund from brokers or other persons.

    All units will remain at risk in the business of the Fund in any of these
circumstances. A limited partner therefore may not always be able to redeem his
or her units.


    Requests for redemption should be transmitted to Beeland Management at the
principal offices of the Fund set forth on page 1 of this prospectus.


    The limited partnership agreement limits the total equity owned by benefit
plan investors by permitting the partnership to automatically redeem units held
by benefit plan investors. Any subscriber

                                       37
<PAGE>
which is an entity subject to ERISA must agree that, if at the closing of any
month, the total number of units held by all ERISA limited partners exceed 24.9%
of the aggregate total of units held by all limited partners, then all ERISA
limited partners will be deemed to have withdrawn, on a pro rata basis, that
number of units sufficient to reduce the number of units held by the ERISA
limited partners to not more than 24.9% of the total units held by all limited
partners.

                               COMMODITY MARKETS

    This section is intended to give you an overview of the commodities markets
and futures trading in general. It is not a complete discussion of the futures
markets or futures trading.

COMMODITY FUTURES


    Commodity futures contracts are contracts made on a commodity exchange which
provide for the future delivery of various agricultural commodities, industrial
commodities, foreign currencies or financial instruments at a specified date,
time and place. The contractual obligations may be satisfied either by taking or
making physical delivery of an approved grade of the commodity (or cash
settlement in the case of certain futures contracts) or by entering into an
offsetting contract to purchase or sell the same commodity on the same exchange
prior to the designated date of delivery. As an example of an offsetting
transaction in which the physical commodity is not delivered, the contractual
obligations arising from one contract to sell December 2000 wheat on a commodity
exchange may be fulfilled at any time before delivery of the commodity is
required by entering into one contract to purchase December 2000 wheat on the
same exchange. In such instance the difference between the price at which the
futures contract to sell was entered into and the price paid for the offsetting
contract, after allowance for the brokerage commission or fees and exchange and
clearing costs, represents the profit or loss to the trader.


    The month and year which are part of each commodity contract represent a
delivery month. For example, a contract for December 2000 wheat would be for a
deliverable grade of wheat to certain delivery terminals by a specific date in
December 2000. Each futures contract trades in several delivery months. The term
"near-month" refers to the delivery month that will occur the soonest and "far
month" refers to the delivery month that is farthest out in the future.
Generally, the farthest delivery month is one year in the future. As an example,
in January 2000, the latest delivery month would be January 2001.

    Futures contracts are uniform for each commodity and vary only with respect
to price and delivery time. A commodity futures contract to accept delivery
(buy) is referred to as a "long" contract; conversely a contract to make
delivery (sell) is referred to as a "short" contract. Until a commodity futures
contract is satisfied by delivery or offset it is said to be an "open" position.

    Futures exchanges have expanded throughout the world in response to the
globalization of the world's economy. This gives investors the opportunity to
participate in global markets and economic trends.

FORWARD CONTRACTS

    Currencies may be purchased or sold for future delivery through banks or
dealers pursuant to what are commonly referred to as "forward contracts." In
such instances, the bank or dealer generally acts as principal in the
transaction and includes its anticipated profit and costs of the transaction in
the prices it quotes. Mark-ups and/or commissions may also be charged on such
transactions. The forward markets are substantially unregulated. However,
certain exchange-traded contracts, such as those on the London Metals Exchange
are actually forward contracts. Unlike futures contracts, over-the-counter
forward contracts are not of any standard size. Rather, they are the subject of
individual negotiation between the parties involved. Moreover, because there is
no clearinghouse system applicable to forward contracts, forward contracts are
not fungible, and there is no direct means of "offsetting" a forward contract by
purchase of an offsetting position on the same (or a linked) exchange as one can
a futures contract. The forward markets provide what has typically been a highly
liquid market for currency trading, and in certain cases the prices quoted for
forward contracts may be more favorable than those quoted for

                                       38
<PAGE>
comparable futures positions on the International Monetary Market of the Chicago
Mercantile Exchange. Unlike futures contracts traded on United States exchanges,
no daily settlements of unrealized profit or loss are made in the case of open
forward contract positions.

    Commodity futures and forward prices are highly volatile and are influenced
by, among other things, changing supply and demand relationships, government
agricultural, commercial and trade programs and policies, national and
international political and economic events, weather and climate conditions,
insects and plant disease, purchases and sales by foreign countries and changing
interest rates.

USES OF COMMODITY MARKETS

    Two broad classifications of persons who trade in commodity futures and
forwards are "hedgers" and "speculators." Commercial interests, including
farmers, which market or process commodities use the commodities markets
primarily for hedging. Hedging is a protective procedure designed to minimize
losses that may occur because of price fluctuations. For example, a merchandiser
or processor may hedge against price fluctuations between the time it makes a
contract to sell a raw or processed commodity and the time it must perform the
contract as follows: at the time the merchandiser or processor contracts to sell
the commodity at a future date, it simultaneously enters into futures contracts
to buy the necessary equivalent quantity of the commodity and, at the time for
performance of the contract, either accepts delivery under its futures contracts
or buys the actual commodity and closes out the futures position by entering
into an offsetting contract to sell the commodity. Similarly, a processor may
need to purchase raw materials abroad in foreign currencies in order to fulfill
a contract for forward delivery of a commodity or byproduct in the United
States. Such a processor may hedge against the price fluctuation of foreign
currency by entering into a futures (or forward) contract for the foreign
currency. Thus the commodity markets enable the hedger to shift the risk of
price fluctuations to the speculator. The usual objective of the hedger is to
protect the profit that the hedger expects to earn from farming, merchandising
or processing operations, rather than to profit from commodity trading.

    The speculator, unlike the hedger, generally expects neither to deliver nor
receive the physical commodity. Instead, the speculator risks his capital with
the hope of profiting from price fluctuations in commodity futures contracts.
The speculator is, in effect, the risk bearer who assumes the risks that the
hedger seeks to avoid. Speculators rarely take delivery of the physical
commodity but usually close out their futures positions by entering into
offsetting contracts. Because the speculator may take either long or short
positions in the commodity market, it is possible for him to make profits or
incur losses regardless of the direction of price trends.

REGULATION

    Commodity exchanges provide centralized market facilities for trading in
futures contracts relating to specified commodities. Among the principal
exchanges in the United States are the Chicago Board of Trade, the Chicago
Mercantile Exchange (including the International Monetary Market) and the New
York Mercantile Exchange, Inc.

    Commodity exchanges in the United States are subject to regulation under the
Commodity Exchange Act (the "CEA") by the CFTC. The CFTC is the governmental
agency having responsibility for regulation of U.S. commodity exchanges and
commodity futures trading. The function of the CFTC is to implement the
objectives of the CEA of preventing price manipulation and excessive speculation
and promoting orderly and efficient commodity futures markets. Such regulation,
among other things, provides that futures trading in commodities must be upon
exchanges designated as "contract markets", and that all trading on such
exchanges must be done by or through exchange members. Futures trading in all
commodities traded on domestic exchanges is regulated pursuant to the CEA. The
CFTC adopted rules in 1981 regulating trading of commodity options that had
previously been banned by the CFTC. However, trading in spot commodities and
forward contracts may not be within the jurisdiction of the CFTC and may
therefore be effectively unregulated. Investors should note that various
government agencies have investigated practices engaged in on the floors of the
Chicago Board of Trade, the Chicago Mercantile Exchange and certain New York
exchanges and in this connection a number of floor brokers on the Chicago
Mercantile Exchange were indicted and some were convicted for certain trading
practices.

                                       39
<PAGE>

    The CFTC also has exclusive jurisdiction to regulate the activities of
"commodity pool operators" and "commodity trading advisors". Beeland Management
is registered as a commodity pool operator and a commodity trading advisor.
Registration as a commodity pool operator or as a commodity trading advisor
requires annual filings setting forth the organization and identity of the
management and controlling persons of the commodity pool operator or commodity
trading advisor. In addition, the CFTC has authority under the CEA to require
and review books and records of, and review documents prepared by, a commodity
pool operator or a commodity trading advisor. The CFTC imposes certain
disclosure, reporting and record-keeping requirements on commodity pool
operators and commodity trading advisors. The CFTC is authorized to suspend a
person's registration as a commodity pool operator or commodity trading advisor
if the CFTC finds that such person's trading practices tend to disrupt orderly
market conditions, that any controlling person thereof is subject to an order of
the CFTC denying such person trading privileges on any exchange, and in certain
other circumstances.


    Futures commission merchants are also subject to regulation by and
registration with the CFTC. With respect to domestic futures and options
trading, the CEA requires all futures commission merchants to meet and maintain
specified fitness and financial requirements, account separately for all
customers' funds, property and positions, and maintain specified books and
records on customer transactions open to inspection by the staff of the CFTC.
The CEA authorizes the CFTC to regulate trading by commodity brokerage firms and
their employees, permits the CFTC to require exchange action in the event of
market emergencies, and establishes an administrative procedure under which
commodity traders may institute complaints for damages arising from alleged
violations of the CEA. Under such procedures, limited partners may be afforded
certain rights for reparations under the CEA.

    Many exchanges (but currently not the foreign currency futures markets other
than during the first fifteen minutes of a trading day or the foreign currency
forward market) normally have regulations that limit the amount of fluctuation
in commodity futures contract prices during a single trading day. These
regulations specify what are referred to as "daily price fluctuation limits" or,
more commonly, "daily limits". The daily limits establish the maximum amount the
price of a futures contract may vary from the previous day's settlement price at
the end of the trading session. Once the daily limit has been reached in a
particular commodity, no trades may be made at a price beyond the limit.
Positions in the commodity could then be taken or liquidated only if traders are
willing to effect trades at or within the limit during the period for trading on
such day. The "daily limit" rule does not limit losses that might be suffered by
a trader because it may prevent the liquidation of unfavorable positions. Also,
commodity futures prices have moved the daily limit for several consecutive
trading days in the past, thus preventing prompt liquidation of futures
positions and subjecting the commodity futures trader to substantial losses.

    The CFTC and U.S. exchanges have established limits, referred to as
"position limits", on the maximum net long or net short position that any
person, or group of persons acting together, may hold or control in particular
commodities. The position limits established by the CFTC apply to grains,
soybeans, cotton, eggs and potatoes. U.S. exchanges have established speculative
position limits for all commodity contracts for which no such limits have been
established. The CFTC has adopted a statement of policy with respect to the
treatment of positions held by a commodity pool, such as the Fund, under its
rules relating to the aggregation of futures positions for purposes of
determining compliance with speculative position limits. In connection
therewith, futures positions of the Fund are allocated only to the person or
entity controlling trading decisions for the Fund and not to the limited
partners. Depending upon the total amount of assets being managed in both the
Fund's account and other accounts controlled directly or indirectly by the
advisors, such position limits may affect the ability of the advisor to
establish particular positions in certain commodities for the Fund or may
require the liquidation of positions.


    In addition, pursuant to authority in the CEA, the NFA has been formed and
registered with the CFTC as a self-regulatory body in order to relieve the CFTC
of the burden of direct regulation of commodity professionals. The NFA is
required to establish and enforce for its members training standards and
proficiency tests, minimum financial requirements and standards of fair
practice. Pursuant to permission granted in the CEA, the CFTC has delegated some
of its registration functions to the NFA. Beeland Management is a member of the
NFA.


                                       40
<PAGE>

    The above-described regulatory structure may be modified by rules and
regulations promulgated by the CFTC or by legislative changes enacted by
Congress. Furthermore, the fact of CFTC registration of Beeland Management does
not imply that the CFTC has passed upon or approved this offering or their
qualifications to act as described in this prospectus.


MARGINS

    Commodity futures contracts are customarily bought and sold on margin
deposits that range upward from as little as less than one percent of the
purchase price of the contract being traded. Because of these low margins, price
fluctuations occurring in commodity futures markets may create profits and
losses that are greater than are customary in other forms of investment or
speculation. Margin is the minimum amount of funds that must be deposited by the
commodity futures trader with the commodity broker in order to initiate futures
trading or to maintain open positions in futures contracts. A margin deposit is
not a partial payment, as it is in connection with the trading of securities,
but is like a cash performance bond; it helps assure the trader's performance of
the commodity futures contract. Because the margin deposit is not a partial
payment of the purchase price, the trader does not pay interest to his broker on
a remaining balance. The minimum amount of margin required with respect to a
particular futures contract is set from time to time by the exchange upon which
such commodity futures contract is traded and may be modified from time to time
by the exchange during the term of the contract. Brokerage firms carrying
accounts for traders in commodity futures contracts may increase the amount of
margin required as a matter of policy in order to afford further protection for
themselves.

    When the market value of a particular open commodity futures position
changes to a point where the margin on deposit does not satisfy the maintenance
margin requirements, a margin call will be made by the trader's broker. If the
margin call is not met within a reasonable time, the broker is required to close
out the trader's position. Margin requirements are computed each day by the
trader's commodity broker. With respect to the Fund's trading, the Fund, and not
the limited partners personally, will be subject to the margin calls.

                              PLAN OF DISTRIBUTION

THE OFFERING


    There is no underwriter for this offering. Beeland Management, acting though
certain of its officers and members, will solicit subscribers. In addition,
units will also be offered by soliciting dealers on a best efforts basis. Each
of these soliciting dealers will be registered as a broker-dealer with the SEC
and a member of the NASD.



    The units are being offered on a best efforts basis. The soliciting dealers
are not required to, but may, purchase units. As a result, Beeland Management
cannot guarantee that any specified number of securities will be sold or that
any specified amount of money will be raised from the offering.



    Beeland Management will receive a subscription fee of up to 5% of the gross
offering proceeds. A portion of the subscription fee may be reallowed by Beeland
Management to soliciting dealers as selling commissions for each unit they sell.
Subject to certain conditions and exceptions, investors purchasing specified
minimum numbers of units will be entitled to a reduction of the 5% subscription
fee. See "Soliciting Dealers" above for the amount of the subscription fee that
may be reallowed to soliciting dealers.



    Subject to certain conditions and exceptions explained below, investors
making an initial purchase of at least $25,000 worth of units (250 units)
through the same soliciting dealer will be entitled to a reduction of the 5%
subscription fee in accordance with the following schedule:



<TABLE>
<CAPTION>
       AMOUNT OF
PURCHASER'S INVESTMENT
-----------------------                              AMOUNT OF VOLUME
  FROM          TO        MAXIMUM SUBSCRIPTION FEE       DISCOUNT
---------   -----------   ------------------------   ----------------
<S>         <C>           <C>                        <C>
 $25,000      $249,999               3.5%                   1.5%
 250,000      and over               2.5%                   2.5%
</TABLE>


                                       41
<PAGE>

    The Fund will accept subscriptions throughout the initial and continuous
offering period, which can be terminated by Beeland Management at any time. The
initial offering period begins on the date of this prospectus and ends on the
earlier of when 100,000 units are subscribed for or September 30, 2001.



    Units will be sold for $100 each during the initial offering period. The
offering price was arbitrarily set by the Beeland Management. It was not based
on past or expected earnings and does not represent that the units have or will
have a market value of or can be resold or liquidated at that price.



    An initial closing on the subscription proceeds will be held at a time
determined by Beeland Management. This initial closing will occur at the
earliest practicable date after subscriptions for a minimum of 100,000 units
have been received. If 100,000 units are not sold by September 30, 2001, this
offering will terminate and all amounts paid by subscribers will be returned to
them with a pro rata share of interest earned on the subscriptions during the
escrow period. In any event, the offering will terminate no later than
September 30, 2002. After the initial closing and the acquisition by the Fund of
a portfolio of futures positions, the purchase price for units will be the net
asset value per unit as of the close of trading on the trading day preceding the
effective date of the purchase.



    Funds from subscriptions accepted prior to the initial closing will be
delivered to Derivatives Portfolio Management, the subscription agent for this
offering. Under the terms of the escrow agreement, Derivatives Portfolio
Management will deposit the funds from subscriptions in an interest-bearing
escrow account at Mellon Bank, the escrow agent for this offering.
Alternatively, subscribers may transfer the appropriate subscription proceeds by
bank wire transfer to Mellon Bank, if they send copies of the subscription
documents by fax to the subscription agent, followed by manually signed copies
by mail.



    The escrow agent will not release the funds from the escrow account until a
minimum of $10,000,000 is deposited into the account and Beeland Management
gives notice to the escrow agent authorizing it to release the funds from
escrow. Subscription payments deposited in the escrow account may not be
withdrawn by any subscriber under any circumstance. Following the initial
closing, the account will be placed in the name of Derivatives Portfolio
Management, as subscription agent for the Fund. Subscription proceeds received
for units sold after that time will be immediately available for use by the
Fund.



    Upon the initial closing, the subscription proceeds will be released to the
Fund for acquisition of a portfolio of futures positions. Any sales of units
which are made after the initial closing and after the Fund has acquired a
portfolio of futures positions will be effective on the first business day of a
month, and the purchase price for the units will be the net asset value per unit
as of the close of trading on the trading day preceding the effective date of
the purchase. With respect to subscription proceeds that are received by Beeland
Management after the initial closing, the subscription agent will use its best
efforts to allocate to subscribers the maximum possible number of round units
and will rebate the remaining proceeds, assuming that the subscription proceeds
are sufficient to purchase a minimum of 100 units. In the event, however, that
the subscription proceeds are insufficient to purchase a minimum of 100 units,
based on the then current net asset value per unit, the subscription agent may,
in its sole discretion, allow the subscriber to pay the additional required
amount within a specified number of days of the effective date of the purchase.
Persons who are subscribing for a minimum of 100 units after the initial closing
should consider sending an extra amount of funds over the anticipated purchase
price to ensure the purchase of a minimum of 100 units. Any amounts paid in
excess of the actual purchase price will be promptly refunded to the subscriber.



    If a minimum of 100,000 units are not sold by September 30, 2001, this
offering will terminate. In such event, all amounts paid by a subscriber will be
returned to the subscriber within 10 business days of the date the offering is
terminated, with interest. The total amount of interest will equal all interest
earned on subscription proceeds while such proceeds were in the escrow account.
Each Subscriber will be paid a pro rata share of interest.



    The sale of the 100,000 units should not be relied upon as any indication of
the merits of this offering because the required sale of those units is not
intended to protect investors or to demonstrate that the Fund is a good or safe
investment.


                                       42
<PAGE>

    The escrowed funds will be released for use by the Fund immediately
following the completion of the initial closing. If the Fund breaks escrow, this
offering will continue until the earlier of such time as all of the units
offered hereby have been sold, or this offering is terminated by the Fund's
general partner, in its sole discretion. All subscriptions accepted by Beeland
Management after the breaking of escrow will be immediately available for use in
the Fund's business, after deducting the subscription fee payable to Beeland
Management.


    During the continuous offering, you must submit your subscription at least
five (5) days prior to the end of a month. You will become a limited partner on
the first day of the month after your subscription is processed and accepted and
payments are received and cleared. During the continuous offering, you will
receive units based on the net asset value on the purchase date. Because net
asset value fluctuates daily, you will not know the purchase price of your units
at the time you subscribe during the continuous offering.


    The minimum subscription is 100 units, or $10,000, for first time investors.
Subsequent investments by existing limited partners may be in any amount as
Beeland Management may accept. Investments above the minimum and all subsequent
investments must made in full units. The purchase price for units will be $100
per unit until the initial closing and the net asset value per unit after the
initial closing and the acquisition by the Fund of a portfolio of futures
positions.


    The total purchase price for the units must be paid at the time of executing
the subscription agreement. The purchase price must be paid in cash or its
equivalent.


    All subscriptions are irrevocable, except only as may be provided by the
securities laws of your state. Beeland Management has the right, however, to
totally or partially reject any subscription for units. Beeland Management may
require you to provide additional information and documentation.


    All units will be issued subject to the collection of good funds, and any
units issued to a subscriber who has not provided collectible funds (whether in
the form of a bad check or draft, or otherwise) will be canceled.

HOW TO INVEST


    In order to purchase units, you must complete and sign a copy of the form of
subscription agreement that is included with this prospectus as Appendix B and a
copy of the counterpart signature page of the limited partnership agreement and
deliver and/or mail them and the full purchase price for the units subscribed
for to the subscription agent. Subscription proceeds accepted prior to the
initial closing will be deposited by the subscription agent in an escrow account
maintained at Mellon Bank. Following the initial closing, the account will be
placed in the name of Derivatives Portfolio Management, as subscription agent
for the Fund. Subscription proceeds received for units sold after that time will
be immediately available for use by the Fund.


    Alternatively, subscribers may fax the completed subscription agreement and
counterpart signature page to the subscription agent, while the appropriate
subscription proceeds are transferred by bank wire transfer to Mellon Bank.
Manually signed copies of the subscription agreement and counterpart signature
page should then be mailed to the subscription agent.

    The subscription agreement contains various representations, warranties,
agreements and acknowledgments, and you should therefore carefully read the
subscription agreement. By executing and returning the Subscription Agreement,
you represent and warrant, among other things, that you:


    - have received a copy of the prospectus as supplemented at least 5 business
      days prior to the signing of the subscription agreement;



    - either: (i) have a net worth (excluding home, home furnishings and
      automobiles) of at least $45,000 and estimate that (without regard to
      investment in the fund) you have gross income due in the current year of
      at least $45,000; or (ii) have a net worth (excluding home, home
      furnishings and automobiles) of at least $150,000 or such higher
      suitability as may be required by certain states and described in "Who May
      Invest" below;


                                       43
<PAGE>

    - are purchasing units for your own account;



    - acknowledge that the investment is not liquid except for limited
      redemption rights;



    - if acting on behalf of an employee benefit plan subject to ERISA, have
      considered the investment in light of the related risks and has determined
      that the investment is consistent with the plan fiduciary's
      responsibilities under ERISA; and



    - are aware that various types of institutions, including pension plans and
      trusts, are governed by laws and regulations relating to the various types
      of investments such institutions are allowed to make.



    Each of the representations and warranties are primarily intended to assure
and confirm that you understand the Fund's structure and operation prior to
making your investment. In addition, they enable the Fund, its general partner
and the soliciting dealer to comply with certain requirements under the CEA and
various state securities laws. The Fund and the general partner will assert the
representations and warranties, if necessary to demonstrate compliance with the
CEA and such state securities laws.



    The general partner and soliciting dealers selling units on behalf of the
Fund are responsible for making every reasonable effort to determine that the
purchase of units is a suitable and appropriate investment for each limited
partner, based on the information provided by the subscriber regarding his or
her financial situation and investment objectives. For a period of at least six
years, the general partner or the soliciting dealers will maintain records of
the information used to determine that an investment in units is suitable and
appropriate for each limited partner.


    BY EXECUTING THE SUBSCRIPTION AGREEMENT, YOU DO NOT WAIVE ANY RIGHTS YOU
HAVE UNDER THE SECURITIES ACT OF 1933.

WHO MAY INVEST


    You must represent and warrant in the Subscription Agreement that you meet
the minimum financial standards for investing.



    The following table describes those minimum suitability requirements:



<TABLE>
<CAPTION>
STATE                                  INCOME REQUIREMENTS            NET WORTH REQUIREMENTS
-----                            -------------------------------  -------------------------------
<S>                              <C>                              <C>
All States                       Minimum annual gross income of        Minimum of $150,000*
                                  $45,000 if net worth is less                  or
                                   than $150,000 and at least           Minimum of $45,000*
                                             $45,000                (with minimum annual gross
                                                                        income of $45,000)

The following ADDITIONAL
  requirements are applicable
  if you are a resident of the
  following states:

California, Massachusetts and    Minimum annual gross income of        Minimum of $225,000*
  Michigan                        $60,000 if net worth is less                  or
                                          than $225,000                 Minimum of $60,000*
                                                                    (with minimum annual gross
                                                                        income of $60,000)

Ohio and Pennsylvania                         None                 Investment may not exceed 10%
                                                                   of the investor's liquid net
                                                                               worth
</TABLE>


---------


*   Excluding home, home furnishings and automobiles.


    These standards are, in each case, only regulatory minimums. Merely because
you meet the standards does not mean the investment is suitable for you. If the
investment in the Fund is being made by a fiduciary account, these minimum
standards must be met by the beneficiary, the fiduciary account, or by the donor
or grantor who supplies the funds to purchase the units if the donor or grantor
is the fiduciary.

                                       44
<PAGE>

    None of the states have a minimum purchase requirement. However, the Fund
requires a minimum purchase of 100 units, or $10,000 for first time investors.


ESCROW ARRANGEMENTS


    The Fund's escrow account is maintained at Mellon Bank. Subscriptions will
be held in escrow until a minimum of $10,000,000 is deposited into the account
and Beeland Management gives notice to Mellon Bank authorizing it to release the
funds from escrow.


    Subscription payments deposited in the escrow account may not be withdrawn
by any subscriber under any circumstance.


    Beeland Management may at any time select a different escrow agent, who will
not be affiliated with the Beeland Management. Any escrow agent for the Fund
will invest subscriptions in legally permissible interest bearing investments,
including direct United States government obligations, certificates of deposit
or bank money market accounts as directed by Beeland Management. Since such
investments carry different minimum dollar amounts and varying interest rates,
however, the amount of interest, if any, that will be earned on a subscription
cannot be calculated.



CONFIRMATION OR REJECTION OF SUBSCRIPTIONS



    For subscriptions received prior to the initial closing, Beeland Management
or Derivatives Portfolio Management will send each subscriber a confirmation of
his or her purchase within 10 days after the initial closing is held.
Subscribers whose subscriptions are received after the initial closing will be
sent a confirmation of his or her purchase within 10 days after the first day of
the month after his or her subscription is processed and accepted and payments
are received and cleared. Beeland Management may reject any subscription for any
reason.


                              ERISA CONSIDERATIONS

GENERAL

    This section highlights certain considerations that arise under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and the Internal
Revenue Code of 1986, as amended (the "Code"), which a "fiduciary" of an
"employee benefit plan" as defined in and subject to ERISA or of a "plan" as
defined in Section 4975 of the Code should consider before deciding to invest
the plan's assets in the Fund. "Employee benefit plans" and "plans" are referred
to below as "Plans." A "fiduciary" is a person or entity that exercises
discretionary authority over the management or disposition of a Plan's assets or
who renders investment advice for a fee and are referred to below as "Plan
Fiduciaries". Plans include, for example, corporate pension and profit sharing
plans, 401(k) plans, "simplified employee pension plans," Keogh plans for
self-employed persons and Individual Retirement Accounts or Annuities ("IRA") as
defined in Section 408 of the Code.

SPECIAL INVESTMENT CONSIDERATION

    Each Plan Fiduciary must consider the facts and circumstances that are
relevant to an investment in the Fund, including the role that an investment in
the Fund would play in the Plan's overall investment portfolio. Each Plan
Fiduciary, before deciding to invest in the Fund, must be satisfied that:
(1) the investment is prudent for the Plan; (2) the investments of the Plan are
diversified; (3) an investment in the Fund complies with the terms of the Plan;
(4) the market for the sale or disposal of the units will be sufficiently
liquid; and (5) the definition of "plan assets" under the United States
Department of Labor ("DOL") regulations (see discussion below) does not cause
the Plan to be considered to be holding all of the Fund's assets.

THE FUND SHOULD NOT BE DEEMED TO HOLD "PLAN ASSETS"


    Regulations adopted by the DOL provide rules for determining when the
investment by a Plan in an equity interest of a limited partnership will result
in the underlying assets of the limited partnership being considered assets of
the Plan (I.E., "plan assets") for purposes of ERISA and Section 4875 of the
Code. If the underlying assets of the Fund are characterized as "plan assets,"
ERISA's fiduciary standards may be imposed upon the Fund and its general
partner. The cost and feasibility for the Fund or its general


                                       45
<PAGE>

partner to comply with such standards and whether application of such standards
will adversely affect the performance of the Fund or its general partner cannot
be predicted. Additionally, if a "plan asset" is subject to the control and
management of a person other than the Plan trustee, there may be an improper
delegation of the Plan trustee's responsibility.



    Also, in the course of dealing with "plan assets", the Fund and/or its
general partner may commit, intentionally or unintentionally, a "prohibited
transaction" which may subject them to equitable sanctions under ERISA and to an
excise tax under the Code of from 5% to 100% of the value of the transaction. If
such excise taxes or sanctions are imposed on the Fund and/or its general
partner, significant changes in the method of operating the Fund may become
necessary. Such changes could result in increased costs being incurred by the
Fund and have an adverse effect on its performance.


    Finally, ERISA also requires that "plan assets" be valued to reflect market
value as of the close of each Plan year. It may not be possible to adequately
value the units from year to year, since there may not be an adequate market for
them.

    However, the DOL's regulations provide that when a Plan makes an equity
investment in another entity, such as the units of the Fund, the underlying
assets of the Fund will not be considered Plan assets unless, among other
things, the investments of all Plan investors in the units is "significant."

    Such investments become "significant" under the DOL regulations, if,
immediately after the most recent investment by a Plan investor, 25% or more of
the value of the equity interest in the entity is held by Plan investors as a
group. Thus, if more than 24.9% of the value of the units in the Fund are owned
by Plan investors as a group, all of the assets of the Fund are treated as the
assets of the Plans investing in the Fund.

ERISA INVESTORS COULD BE FORCED TO REDEEM AGAINST THEIR WILL


    THE FUND'S AGREEMENT OF LIMITED PARTNERSHIP LIMITS THE TOTAL EQUITY OWNED BY
PLAN INVESTORS BY PERMITTING THE PARTNERSHIP TO AUTOMATICALLY REDEEM LIMITED
PARTNERSHIP INTERESTS HELD BY "BENEFIT PLAN INVESTORS". ANY SUBSCRIBER WHICH IS
AN ENTITY SUBJECT TO ERISA MUST AGREE THAT IF, AT THE CLOSE OF ANY MONTH DURING
THE TERM OF THE PARTNERSHIP, THE AGGREGATE TOTAL OF UNITS HELD BY ALL ERISA
LIMITED PARTNERS WOULD EXCEED 24.9 PERCENT OF THE AGGREGATE TOTAL OF UNITS HELD
BY ALL LIMITED PARTNERS, THEN ALL ERISA LIMITED PARTNERS SHALL BE DEEMED TO HAVE
WITHDRAWN, ON A PRO RATA BASIS AMONG ALL THE ERISA LIMITED PARTNERS, AN AMOUNT
SUFFICIENT TO REDUCE THE NUMBER OF UNITS HELD BY ALL ERISA LIMITED PARTNERS TO
NOT MORE THAN 24.9 PERCENT OF THE AGGREGATE TOTAL OF UNITS HELD BY ALL LIMITED
PARTNERS. ACCORDINGLY, ASSUMING NORMAL OPERATION OF THIS PROVISION OF THE
LIMITED PARTNERSHIP AGREEMENT, THE UNDERLYING ASSETS OF THE FUND SHOULD NOT BE
CONSIDERED TO BE "PLAN ASSETS" OF ANY PLAN AND NEITHER THE PARTNERSHIP NOR ITS
GENERAL PARTNER SHOULD BE CONSIDERED A "FIDUCIARY" (UNDER ERISA) TO ANY PLAN.


INELIGIBLE PURCHASERS


    In general, units may not be purchased with the assets of a Plan if the
Fund's general partner or any of its affiliates or employees either:


    - exercise any discretionary authority or discretionary control respecting
      management of the Plan;

    - exercise any authority or control respecting management or disposition of
      the assets of the Plan;

    - render investment advice for a fee or other compensation, direct or
      indirect, with respect to any moneys or other property of the Plan;

    - have any authority or responsibility to render investment advice with
      respect to any moneys or other property of the Plan; or

    - have any discretionary authority or discretionary responsibility in the
      administration of the Plan.

                                       46
<PAGE>
    VIOLATIONS OF THE RULES UNDER ERISA AND/OR SECTION 4975 OF THE CODE BY
FIDUCIARIES CAN RESULT IN VARIOUS TYPES OF LIABILITIES, INCLUDING CIVIL
PENALTIES AND EXCISE TAXES. BECAUSE OF THE COMPLEXITY OF THESE RULES, PLAN
FIDUCIARIES ARE STRONGLY ENCOURAGED TO CONSULT WITH THEIR LEGAL ADVISORS PRIOR
TO CAUSING A PLAN TO INVEST IN THE FUND.


    YOU SHOULD BE AWARE THAT THERE ARE VARIOUS TYPES OF INSTITUTIONS, INCLUDING
PENSION PLANS AND TRUSTS, WHICH ARE GOVERNED BY DISCRETE AND/OR UNIQUE LAWS
AND/OR REGULATIONS RELATING TO THE VARIOUS TYPES OF INVESTMENTS WHICH SUCH
INSTITUTIONS ARE AUTHORIZED TO MAKE. THE GENERAL PARTNER OF THE FUND, ON BEHALF
OF THE FUND, IS NOT IN THE POSITION TO REVIEW THOSE LIMITATIONS AND/OR
RESTRICTIONS THAT MAY APPLY TO EACH SPECIFIC SUBSCRIBER'S INVESTMENT IN THE
PARTNERSHIP. ACCORDINGLY, BY SIGNING THE SUBSCRIPTION AGREEMENT, YOU WILL BE
REPRESENTING AND WARRANTING THAT YOU ARE FAMILIAR WITH THE STATUTORY AND
REGULATORY BASIS ON WHICH YOU OPERATE, INCLUDING ANY INVESTMENT GUIDELINES AND
LIMITATIONS PLACED ON SUBSCRIPTIONS TO ENTITIES SIMILAR IN FORM AND PURPOSE TO
THE FUND, AND THAT, IF SUCH SUBSCRIPTION IS ACCEPTED, IT WILL BE IN COMPLIANCE
WITH ALL APPLICABLE GOVERNMENTAL, INDUSTRY, AND/OR SIMILAR LAWS AND REGULATIONS
WHICH RELATE TO YOUR INVESTMENT IN THE FUND; AND WILL NOT BE IN VIOLATION OF ANY
SUCH LAWS OR REGULATIONS.


                           FEDERAL INCOME TAX ASPECTS


    The general partner of the Fund has been advised by its counsel, Wildman,
Harrold, Allen & Dixon that, in its opinion, the following summary describes the
material federal income tax consequences to United States taxpayers that are
individuals that invest in the Fund. This summary discusses the following
topics:



    - The Fund's status as a partnership for tax purposes,



    - Taxation of limited partners on profits and losses,



    - Allocation of partnership items,



    - Limitations on the use of capital losses, passive activity losses, losses
      of "at-risk" limited partners and syndication expenses,



    - Limitations relating to itemized deductions of individuals, interest and
      Code Section 183,



    - Cash distributions and unit redemptions, and



    - Taxation on a sale or other disposition of units, on capital gains and
      losses, of commodity transactions, and on interest income.



    The opinion of Wildman Harrold has been filed as an exhibit to the
registration statement of which this prospectus is a part and is based and
conditioned on various assumptions and representations as to certain factual
matters made by the Fund's general partner. Wildman Harrold has not
independently verified the general partner's representations. The opinion of
Wildman Harrold is based on the Code and the regulations thereunder currently in
effect and on administrative and judicial interpretations thereof, all of which
are subject to change at any time, possibly with retroactive effect. A complete
discussion of all federal, state and local tax aspects of an investment in the
Fund is beyond the scope of the following summary, and prospective investors
should consult their own tax advisers particularly as respects the effect of
their own individual tax characteristics. Legislation is from time to time
pending in Congress. No attempt has been made to describe pending legislation in
this document and its final form cannot be predicted at this time. An opinion of
counsel represents counsel's legal judgment, is not binding on the IRS or a
court, and does not constitute a guarantee. The Fund has not asked for a ruling
from the IRS with respect to any matter, and there can be no assurance that the
IRS or a court would not take a position contrary to that set forth herein.


                                       47
<PAGE>
THE FUND'S PARTNERSHIP TAX STATUS

    Current regulations permit the Fund to elect to be treated as a partnership
for federal income tax purposes. Even if the Fund does not affirmatively elect
to be treated as a partnership, current regulations provide that the Fund will
be classified as a partnership for federal income tax purposes so long as it has
two or more partners.


    Pursuant to Code Section 7704, "publicly traded partnerships" are taxed as
corporations. If the Fund were treated as a corporation for federal income tax
purposes, the income of the Fund would be taxed to the Fund at corporate rates,
no losses of the Fund could be used by partners to offset their own income and
all or a portion of any distribution by the Fund to the partners would be taxed
to them as dividends to the extent of the current and accumulated earnings and
profits of the Fund. Based on the expected income of the Fund and other
restrictions, including the restrictions on transfers of units and the
provisions requiring advance written notice of withdrawals, the Fund should not
be treated or taxed as a "publicly traded partnership." See "Federal Income Tax
Aspects--Application of the Publicly Traded Partnership Rules to the Fund"
below.


    The discussion which follows assumes that the Fund will be treated as a
partnership for federal income tax purposes.

TAXATION OF LIMITED PARTNERS ON PROFITS AND LOSSES OF THE FUND

    The Fund will not pay federal income tax. Rather, each partner must report
and pay his distributive share of the Fund's income, gains, loss, deductions,
credits and other items (collectively, "Partnership Items") for the Fund's
taxable year ending with or within the partner's taxable year. A partner must
report and pay taxes on his distributive share of Partnership Items for a
particular taxable year whether or not any cash is actually distributed to him
in that year.

ALLOCATIONS OF PARTNERSHIP ITEMS

    A limited partner's distributive share of Partnership Items will be
determined under the limited partnership agreement so long as the allocations in
the limited partnership agreement have substantial economic effect. Were the
allocation provisions in the limited partnership agreement found to lack
substantial economic effect, each partner's distributive share of Partnership
Items would be determined by the IRS on the basis of the partner's interest in
the Fund, based on all the facts and circumstances.


    The IRS has issued final regulations which contain extensive rules
interpreting the substantial economic effect standard. In general, in order for
allocations to have substantial economic effect, the allocations must be charged
or credited to the partners' capital accounts (which are different than the
capital accounts provided for in the limited partnership agreement) and the
capital accounts must control distribution of assets upon liquidation. While
Beeland Management believes that the allocations in the limited partnership
agreement will be respected for federal income tax purposes either under the
"substantial economic effect" or will satisfy a substitute "alternative test" or
"economic effect equivalence test." The limited partnership agreement does not
meet a third requirement for substantial economic effect, which is that a
partner must make a contribution to the Fund equal to any deficit in his capital
account. Accordingly, under the regulations and the limited partnership
agreement, losses will not be allocable to a partner in excess of the partner's
capital contributions plus properly allocated profits less any prior
distributions. Unexpected violations of this rule are cured under the limited
partnership agreement by allocating items of income and gain to partners with a
deficit capital account balance.


    Items of ordinary income, as well as any items of expense and deduction,
will be allocated pro rata among the partners based on their respective capital
accounts as of the end of each accounting period in which the items of ordinary
income and expense and deduction accrue, after taking into account the
allocation of management fees attributable to such partner.

    Capital gain or loss from the Fund's trading activities will be allocated as
follows. There shall be established a tax basis account with respect to each
outstanding partnership interest. The initial balance of each tax basis account
shall be the amount paid to the Fund for each partner's partnership interest. As
of the end of each fiscal year, each tax basis account shall be increased to
reflect the income allocated to a partner during the accounting period for
financial accounting purposes, and shall be

                                       48
<PAGE>
reduced to reflect items of expense and deduction allocated during the year for
financial accounting purposes and the amount of any distributions made during
the accounting period. When a partnership interest is redeemed, the tax basis
account attributable to such partnership interest or redeemed portion of such
partnership interest shall be eliminated.

    Capital gain will be allocated first to each partner who has redeemed a
partnership interest during an accounting period up to any excess of the amount
received upon redemption of the partnership interest over the tax basis account
maintained for the redeemed partnership interest. Any remaining capital gain
shall be allocated among the partners whose capital accounts are in excess of
their tax basis accounts (after the adjustments described in the preceding
paragraph are made for such accounting period) in the ratio that each such
partner's excess bears to all such partners' excesses. If the gain to be so
allocated is greater than the excess of all such partners' capital accounts over
all such tax basis accounts, the excess shall be allocated among all partners in
the ratio that each partner's capital account bears to all partners' capital
accounts.

    Capital loss will be allocated first to each partner who has redeemed a
partnership interest during a fiscal year up to any excess of the tax basis
account maintained for the redeemed partnership interest over the amount
received upon redemption of the partnership interest. Any remaining capital loss
shall be allocated among all partners whose tax basis accounts are in excess of
their capital accounts (after all adjustments to the partner's tax basis
accounts are made for such accounting period) in the ratio that each such
partner's excess bears to all such partners' excesses. If the capital loss to be
so allocated is greater than the excess of all tax basis accounts over all
partners' capital accounts, the excess loss shall be allocated among all
partners in the ratio that each partner's capital account bears to all partner's
capital accounts.

    For purposes of these allocations, any gain or loss required to be taken
into account in accordance with the "mark-to-market" rules of
Section 1256(a)(1) of the Code shall be considered a recognized gain or loss.

BASIS LIMITATION ON THE USE OF LOSSES

    A limited partner may deduct Fund losses only to the extent of the limited
partner's tax basis in its units. Generally, a limited partner's tax basis is
the amount paid for the units reduced (but not below zero) by the limited
partner's share of any Fund distributions, losses and expenses, and increased by
the limited partner's share of the Fund's income and gains. Losses disallowed
under this limitation are suspended and may be carried forward and deducted in
subsequent taxable years, subject to this and all other applicable limitations.

AT-RISK LIMITATION ON THE USE OF LOSSES

    A limited partner subject to "at-risk" limitations (generally, non-corporate
taxpayers and closely-held corporations) can only deduct losses to the extent
the limited partner is "at-risk." The "at-risk" amount is equal to the total of
all the money the limited partner contributed to the Fund (except to the extent
that the money contributed was borrowed by the limited partner either without
recourse to the limited partner or from a person with an interest in the
partnership or a person related to such a person), reduced (but not below zero)
by the limited partner's share of any Fund distributions, losses and expenses
and increased by the limited partner's share of the Fund's income and gains.
Losses denied under this limitation are suspended and may be carried forward and
deducted in subsequent taxable years, subject to this and other applicable
limitations.

LIMITATIONS ON THE USE OF CAPITAL LOSSES


    Capital losses may be used to offset short-term or long-term capital gains
allocated to a partner, plus (for limited partners other than corporations) up
to $3,000 ($1,500 in the case of a married individual filing a separate return)
of ordinary income each year. Generally, noncorporate taxpayers may carry
forward, but may not carry back, unused net capital losses. However, an
individual (but not an estate, trust or corporation) may carry unused net
capital losses from trading in Section 1256 Contracts back to each of the three
preceding years to the extent of the capital gain net income for such preceding
year


                                       49
<PAGE>

from trading in Section 1256 Contracts (or of overall net capital gain income
for the year, if less). See "Federal Income Tax Aspects--Taxation on Commodity
Transactions" below for an explanation of Section 1256 Contracts.


LIMITATIONS ON THE USE OF PASSIVE ACTIVITY LOSSES

    The Code limits the deductibility of losses from business activities in
which a taxpayer (limited to individuals, certain estates and trusts, personal
service corporations or closely-held corporations) does not materially
participate ("Passive Losses"). Passive Losses generally are deductible only to
the extent of income from other passive activities. Passive activities include
any activity that the taxpayer carries on as a limited partner, but do not
include rental real estate activities under certain circumstances. Passive
Losses in any year cannot be used to offset earned income, active business
income or portfolio income (such as dividends, interest, royalties and
nonbusiness capital gains), including portfolio income passed through to a
taxpayer from a passive activity, but can only be used to offset income from
other passive activities. Passive Losses which are not deductible in any year
may be carried over to succeeding years indefinitely and used to offset income
from passive activities in such succeeding years and may be deducted upon the
taxpayer's disposition of its entire interest in the passive activity. Partners
which are closely held corporations may use their share of Passive Losses from
the Fund to offset net active income, but not portfolio income. Interest expense
incurred in connection with a passive activity or to acquire or carry an
interest in a passive activity is included in calculating Passive Loss and thus
would be subject to any limitations on the deductibility of Passive Losses.

    Under the regulations, the trading of personal property, such as commodities
contracts and futures and options thereon, will not be treated as a passive
activity. Accordingly, a partner's distributive share of items of income, gain,
deduction or loss from the Fund will not be treated as passive income or loss
and Fund gains allocable to partners will not be available to offset Passive
Losses from sources outside the Fund. Fund gains allocable to partners will,
however, be available to offset losses with respect to portfolio investments,
such as stocks and bonds. Moreover, any Fund losses allocable to partners will
be available to offset other income, regardless of the source of the income.

LIMITATIONS ON ITEMIZED DEDUCTIONS OF INDIVIDUALS


    If the Fund is treated as engaged in an investment activity (and not in a
trade or business), a limited partner taxed as an individual would be allowed a
deduction for the limited partner's share of general partnership expenses only
to the extent that the total of the limited partner's investment and other
miscellaneous expenses exceeds 2% of the limited partner's adjusted gross
income. In addition, for regular tax purposes (but not for alternative minimum
tax purposes), the amount of itemized deductions that non-corporate partners
(other than estates and trusts) having adjusted gross income in excess of a
threshold amount will be allowed to deduct is reduced by the lesser of (i) 3% of
adjusted gross income over the threshold amount, or (ii) 80% of the amount of
itemized deductions otherwise allowable for such taxable year. For 2000, the
threshold amount is $128,950 ($64,475 for married taxpayers filing separately).
Certain deductions, including the deduction for investment interest, are not
affected by either of these limitations. Because of the limited nature of the
trading activities of the Fund, Beeland Management believes that the Fund will
be treated as engaging in an investment activity rather than the trade or
business of trading commodities.


LIMITATION ON THE USE OF SYNDICATION EXPENSES

    Neither the Fund nor any partner will be entitled to any deduction for
syndication expenses, that is, amounts paid or incurred in connection with
issuing and marketing the units. In addition, there is a risk that some portion
of any brokerage fees would be treated as a nondeductible payment by the Fund of
syndication expenses.

INTEREST LIMITATIONS

    A non-corporate partner may deduct the total of the limited partner's
interest expense incurred or continued to purchase or carry "property held for
investment" only to the extent of the limited partner's net "investment income"
from all such property the limited partner holds. A unit in the Fund should be
considered "property held for investment", and the interest expense incurred by
a limited partner to purchase or carry a unit and such limited partner's
distributive share of Fund investment interest expense

                                       50
<PAGE>
should generally be subject to this limitation. Deductions limited under this
rule may be carried forward indefinitely, subject to this and other applicable
limitations. A limited partner's net investment income will not include that
portion of investment income derived from long-term capital gains unless the
partner elects to treat such gains as short-term gains.

CODE SECTION 183 LIMITATIONS


    Section 183 of the Code sets forth the general rule that no deduction is
allowable to an individual for an activity not engaged in for profit. If the
gross income derived from an activity for three or more of the taxable years in
the period of five consecutive taxable years exceeds the deductions attributable
to such activity, the activity is rebuttably presumed to be engaged in for
profit. Although Beeland Management intends for the business venture to be
profitable, because of the risks of loss involved in this type of business,
there is a possibility that income from the activity will not exceed the
deductions attributable to such activity for three or more years out of the five
years, with the result being that the rebuttable presumption that the activity
is engaged in for profit will not be available. However, Beeland Management
believes that all of the Fund's activities will be undertaken with a profit
motive.


CASH DISTRIBUTIONS AND UNIT REDEMPTIONS


    To the extent of the limited partner's tax basis in its units, cash
distributed to a limited partner by the Fund upon redemption of units will
constitute a return of capital that will not be reportable as taxable income,
but will reduce the limited partner's tax basis in its units. To the extent that
cash distributions exceed a limited partner's tax basis in its units, such
distributions will be taxable to the limited partner as gain from the sale or
exchange of the units. The cash distributed to the limited partner is deemed to
include any liabilities of the Fund allocated to such partner for federal income
tax purposes. For federal income tax purposes only, the recourse and nonrecourse
liabilities of the Fund are allocated among the partners in the manner specified
in the regulations. Liabilities allocated to a partner increase that partner's
tax basis and reallocation of a liability to another partner decreases a
partner's tax basis. See "Federal Income Tax Aspects--Basis Limitation on the
Use of Losses" above for information on the calculation of tax basis.
Accordingly, the cash distributed to the limited partner is deemed to include
the amount of any liabilities allocated to the limited partner. Upon complete
redemption of all of a limited partner's units, the limited partner may
recognize loss to the extent of any unrecovered basis in the redeemed units. If
the limited partner is not a "dealer" with respect to the units and has held its
units for more than one year, any gain or loss on their redemption generally
should be long-term capital gain or loss.


TAXATION ON A SALE OR OTHER DISPOSITION OF UNITS


    A partner will recognize gain or loss on the sale or exchange of the
partner's unit equal to the difference between the amount realized on the sale
and the partner's tax basis in the unit. The amount realized includes any
liabilities of the Fund allocated to such partner for federal income tax
purposes. For federal income tax purposes only, the recourse and nonrecourse
liabilities of the Fund are allocated among the partners in the manner specified
in the regulations. Liabilities allocated to a partner increase that partner's
tax basis and reallocation of a liability to another partner decreases a
partner's tax basis. See "Federal Income Tax Aspects--Basis Limitation on the
Use of Losses" above for information on the calculation of tax basis. The amount
realized by a partner on the sale of the partner's interest includes the
liabilities allocated to such partner. As a result, the tax imposed on the sale
of a unit may exceed the cash and other consideration received by the seller. In
such cases the tax will have to be paid by the seller with funds from other
sources. If the partner is not a "dealer" with respect to the units and has held
the units for more than one year, any gain or loss on their redemption generally
should be long-term capital gain or loss.


TAXATION OF COMMODITY TRANSACTIONS

    "Section 1256 Contracts" are futures and most options traded on U.S.
exchanges and certain foreign currency contracts. For tax purposes,
Section 1256 Contracts that remain open at year-end are treated as if the
position were closed at year-end and the resulting gain or loss is then deemed
taxable

                                       51
<PAGE>
(I.E., the "marked-to-market rules"). The gain or loss on all Section 1256
Contracts is characterized as 60% long-term capital gain or loss and 40%
short-term capital gain or loss regardless of how long the position was open.

    Section 1256 Contracts do not include property held for sale to customers in
the ordinary course of a trade or business. The activities of the Fund would
result in ordinary income if the Fund were considered to hold property for sale
to customers in the ordinary course of a trade or business. The Fund does not
expect to hold its commodity interests for sale to customers in the ordinary
course of a trade or business.

    The "short sale" rules may apply to positions held by the Fund so that what
might otherwise be characterized as long-term capital gain would be
characterized as short-term capital gain or potential short-term capital loss as
long-term capital loss. Furthermore, "wash sale" rules, which prevent the
recognition of a loss from the sale of a security where a substantially
identical security is (or has been) acquired within a prescribed time period,
also apply where certain offsetting positions (other than identified straddle
positions) are entered into within the prescribed period.

    It is unclear to what extent the capitalization and wash sale rules would
apply to straddles consisting of Fund transactions and transactions by a partner
in his individual capacity. Each prospective limited partner should review the
application of these rules to the limited partner's own particular tax
situation, with special regard to the potential interaction between Fund
operations and commodities transactions entered into by the prospective limited
partner in an individual capacity.

TAX ON CAPITAL GAINS AND LOSSES


    Long-term capital gains--net gain on capital assets held more than one year
and 60% of the gain on Section 1256 Contracts--are taxed at a maximum rate of
20% for individuals. Short-term capital gains--net gain on capital assets held
less than one year and 40% of the gain on Section 1256 Contracts--are subject to
tax at the same rates as ordinary income, with a maximum rate of 39.6% for
individuals.


INTEREST INCOME

    Interest received by the Fund is taxed as ordinary income.

APPLICATION OF THE PUBLICLY TRADED PARTNERSHIP RULES TO THE FUND

    Under Code Section 7704, certain publicly traded partnerships are treated as
corporations for federal income tax purposes. Publicly traded partnerships, as
defined in Code Section 7704(b), are partnerships whose equity interests are
traded on an established securities market or are readily tradable on a
secondary market (or the substantial equivalent thereof). Even if a partnership
is considered to be publicly traded, Code Section 7704(c) provides that such a
partnership will not be treated as a corporation for federal income tax purposes
if, as to each taxable year of its existence, (i) with certain exceptions to be
prescribed by forthcoming regulations, the partnership is not required to
register under the federal Investment Company Act of 1940 Act, and (ii) at least
90% of its gross income is "qualifying income," such as interest, dividends,
gains from the disposition of stock or securities, and, in the case of a
partnership that has as a principal activity the buying and selling of
commodities and commodity instruments, income and gains from such commodities
transactions.


    Based on the Fund's objectives and trading policies as described in this
prospectus, at least 90% of the annual gross income of the Fund will consist of
qualifying income, as defined above. Accordingly, Beeland Management believes
that the Fund could be expected to satisfy the gross income requirement in each
of its taxable years, beginning with the current taxable year. Further, so long
as the partnership is engaged primarily in commodity trading, it will not be
required to register under the Investment Company Act of 1940. Therefore, the
Fund does not expect to be taxed as a corporation under Code Section 7704 even
if it were to be viewed as publicly traded.



    However, reliance on the gross income exception described above subjects
partners who are subject to the passive activity loss rules to certain adverse
tax consequences. See "Federal Income Tax Aspects--Limitations on the Use of
Passive Activity Losses" above. The Fund may avoid the adverse tax consequences
of being treated as a publicly traded partnership for passive loss purposes if
it meets


                                       52
<PAGE>

certain safe harbors prescribed by the IRS regulations. The regulations provide
that interests in a partnership will not be treated as readily tradable on a
secondary market or the substantial equivalent thereof under certain
circumstances described in the regulations (essentially consisting of five safe
harbors and a transition rule). However, the failure of a partnership to satisfy
any of the safe harbors will not establish or give rise to a presumption that
the interests in the partnership will be treated as readily tradable on the
substantial equivalent of a secondary market. In general, the safe harbors
relate to (a) private placements, (b) transfers not involving trading,
(c) other circumstances involving no actual trading, (d) redemptions or
repurchases (the "Redemption or Repurchase Safe Harbor"), and (e) matching
services. Under the Fund's limited partnership agreement and the facts and
circumstances which Beeland Management expects will exist after the offering,
the only safe harbor expected to apply to the Fund is the Redemption or
Repurchase Safe Harbor. However, its applicability to the Fund will depend upon
the facts and circumstances present in each taxable year and no assurance can be
given that the Fund will meet this safe harbor. The regulations provide that
partnerships will not be publicly traded for a taxable year if (i) any
redemption or repurchase agreements require written notification at least
60 days before the redemption of the partner's intent to redeem; (ii) the
repurchase price is not established until at least 60 days after the receipt of
such notification by the partnership, or alternatively, the repurchase price is
established not more than four times during the partnership's tax year; and
(iii) the sum of the percentage interests in the partnership that are sold or
otherwise disposed of (including redemptions) during the tax year will not
exceed 10% of the total interests in the partnership capital or profits. The
limited partnership agreement contains provisions which satisfy both conditions
(i) and (ii) of the Redemption or Repurchase Safe Harbor, but the limited
partnership agreement does grant the general partner of the Fund some
flexibility with respect to those issues. There can be no assurance, however,
that the Fund will not permit transfers of interests in the Fund to exceed 10%
of the total interest in the Fund in any tax year, and since the last condition
of this safe harbor must be determined on an annual basis, no assurance can be
given that the Fund will be able to satisfy this safe harbor in any year.
Therefore, it is possible that the safe harbor might not be satisfied and in
such case, the IRS could contend that the Fund was a publicly traded partnership
for purposes of the passive loss rules.



    The Fund cannot assure you that the Fund's classification as a partnership
for federal income tax purposes will not be changed at any time. The IRS may
take the position that the Fund should be treated as an association taxable as a
corporation for federal income tax purposes in the event any of the
aforementioned facts, assumptions and representations fail to be accurate for
any reason. The continued treatment of the Fund as a partnership also is
dependent upon existing Code provisions, regulations promulgated thereunder and
administrative interpretations thereof, all of which are subject to change.


IRS AUDITS OF THE FUND AND ITS LIMITED PARTNERS

    The Fund's federal income tax information return may be audited. While
partners have certain rights to participate in a partnership audit, some of
these rights are not available to partners owning less than a 1% profit interest
in a partnership with more than 100 partners. Accordingly, a limited partner may
not be able to participate in an audit of the Fund's information return, but
could nevertheless be bound by a settlement reached in that audit unless the
limited partner has filed a timely pre-settlement notice with the IRS stating
that the limited partner will not be bound by the settlement. An audit of the
Fund's returns may result in an audit of a limited partner's tax return and lead
to adjustments of income and loss unrelated to an investment in the Fund. If an
audit results in an adjustment, limited partners may be required to file amended
returns (which may also be audited), and to pay back taxes, plus interest and
possibly penalties.

                                       53
<PAGE>
STATE AND OTHER TAXES

    In addition to the federal income tax consequences described above, the Fund
and the limited partners may be subject to various state and other taxes. A
discussion of state and local taxes is beyond the scope of this summary.

BROKER REPORTING AND BACKUP WITHHOLDING

    The subscription documents require each prospective investor in the Fund to
furnish the investor's "taxpayer identification number." If the number furnished
is not correct, the investor may be subject to penalties imposed by the IRS and
payments to the investor in redemption of units (and, possibly, other Fund
distributions) may become subject to 31% backup withholding. The Fund is not
required to treat either its commodities transactions or redemptions of units as
requiring separate reporting to investors under Code Section 6045, since the
information required to be furnished by that section is identical to that
furnished to each investor on Schedule K-1 of Form 1065. The same information
will be furnished to the IRS on Form 1065. Accordingly, investors will not
receive separate Forms 1099-B with respect to such transactions.

EXEMPT ORGANIZATIONS


    The following is a brief summary of the federal income tax consequences to
entities otherwise exempt from such tax, such as employee benefit plans,
individual retirement plans, individual retirement accounts and charitable
organizations, which are collectively referred to as "Exempt Organizations".


    In general, an investment in the Fund is not expected to result in
"unrelated business income." If, however, any portion of an Exempt
Organization's allocable share of Fund income is treated as "unrelated business
taxable income", the Exempt Organization will be liable for a tax on that amount
(plus all other unrelated business taxable income for the taxable year in excess
of $1,000), minus applicable modifications and deductions, at the rates
applicable to corporations.

    Unrelated business income includes certain income derived from
"debt-financed property." Such "debt-financed property" generally will include
securities purchased on margin. However, the IRS has stated in private rulings
(which are binding only as to the specifically identified taxpayer to whom it is
addressed) that margin accounts maintained with respect to certain commodities
trading do not create indebtedness and therefore such commodities traded on
margin do not constitute "debt-financed property." However, there is no IRS
published authority for this view that can be relied upon by taxpayers in
general and private rulings have no value as precedent. Since the Fund will not
seek a ruling from the IRS on this issue, there is a risk that the Fund's income
could be viewed as generated from debt-financed property and would therefore
constitute unrelated business income. If the Fund were to purchase physical
commodities with borrowed funds (whether upon delivery under a futures or
forward contract or otherwise) and to sell those commodities at a gain, such
gain would likely constitute unrelated business income. The Fund is not entitled
to engage in such leveraged purchases of physical commodities.

    Prospective investors are urged to consult their tax advisers before
deciding whether to invest in the Fund.

                       THE LIMITED PARTNERSHIP AGREEMENT


    The following is a summary of the significant terms and provisions of the
Fund's limited partnership agreement that are not described elsewhere in this
prospectus. A copy of the limited partnership agreement is included with this
prospectus as Appendix A. YOU SHOULD CAREFULLY READ THE ENTIRE LIMITED
PARTNERSHIP AGREEMENT FOR COMPLETE DETAILS OF ITS TERMS AND CONDITIONS.


LIMITED LIABILITY OF LIMITED PARTNERS

    In general, a limited partner's liability is limited to the amount of his
capital contribution and his share of any assets and undistributed net profits.

                                       54
<PAGE>

    The general partner of the Fund will be liable for all obligations of the
Fund which the Fund is not able to pay or satisfy. The general partner of the
Fund will not, however, be liable for the return or repayment of all or any
portion of the capital or profits of any limited partner.


MANAGEMENT OF PARTNERSHIP AFFAIRS


    The limited partnership agreement gives Beeland Management, as general
partner, complete responsibility for management of the Fund and gives no
management role to the limited partners. The limited partners will not take part
in the management or operation of the business or property of the Fund and will
have no voice in the operations of the Fund. Any participation by the limited
partners in the management of the Fund will jeopardize their limited liability.


SHARING OF PROFITS AND LOSSES

    PARTNERSHIP ACCOUNTING


    Each limited partner and the general partner of the Fund will have a capital
account. It will be credited with the amount of the limited partner's capital
contributions, and the limited partner's proportionate share of the Fund's
income or gains. The capital account will be debited with the limited partner's
proportionate share of the Fund's deductions or losses, and the amount of any
distributions made to and liquidations made by the limited partner.


    Initially, each partner's balance will be the amount of his capital
contribution. Any partner's balance will be proportionately adjusted monthly to
reflect the partner's portion of the Fund's gain or loss. Profits and losses for
each fiscal year will be allocated among the limited partners pro rata based
upon the number of units held by the limited partners.

    FEDERAL TAX ALLOCATIONS

    At the end of each fiscal year, the Fund will determine the total taxable
income or loss for the year. Subject to the special allocation of net capital
gain or loss to redeeming limited partners, the taxable gain or loss will be
allocated to each limited partner in the proportion that the limited partner's
capital account bears to the total capital accounts of all limited partners.
Each limited partner will be responsible for his, her or its share of federal
income taxes due.

    Gains and losses will be allocated among those who are partners when
positions are closed and the gains or losses are realized. Therefore, if a
partner's proportionate interest increases as a result of redemption by others
between the time an unrealized gain occurs and the time the gain is realized,
the partner's share of taxable gain for the year may exceed the partner's
economic gain.

    Each limited partner's tax basis in the partner's units is increased by the
taxable income allocated to the limited partner and reduced by any distributions
received and losses allocated to the limited partner.

DISTRIBUTIONS


    The Fund is not required to make any distributions, and distributions will
be made only as determined by the general partner of the Fund, in its sole
discretion. It is not anticipated that any distributions will ever be made. If
distributions occur, they will be made pro rata based upon the number of units
held by the limited partners.


    Upon liquidation of the Fund, the remaining assets of the Fund will be
distributed to the limited partners in the proportion that the capital account
of each limited partner bears to the total capital accounts of all limited
partners. If those distributions are not enough to return the full amount of a
limited partner's capital contribution, the limited partner will not have
recourse against any other limited partner.

ADDITIONAL PARTNERS


    The Fund's general partner may, in its discretion, offer additional units or
admit additional limited partners. There is no limit on the number of
outstanding units. All units offered after trading begins must be sold at the
Fund's then current net asset value per unit.


RESTRICTIONS ON TRANSFER OR ASSIGNMENT

    A description of a limited partner's ability to transfer units and liquidate
units is set forth under "Transferability and Redemption of Units" above.

                                       55
<PAGE>
DISSOLUTION AND TERMINATION OF THE FUND

    The Fund will be terminated and dissolved on December 31, 2020. The Fund may
also be terminated before that time if any of the following events occur:


    - the bankruptcy or withdrawal from the Fund of its general partner;


    - the disposition of all or substantially all of the Fund's assets;


    - the decision by the Fund's general partner to dissolve the Fund; or


    - the agreement by limited partners holding more than 50% of the then
      outstanding partnership interests owned by limited partners to dissolve
      the fund.

RESIGNATION OR WITHDRAWAL OF THE GENERAL PARTNER


    The general partner of the Fund may not withdraw as general partner prior to
January 1, 2005. After that date, the general partner may resign by giving at
least 120 days prior written notice to the limited partners.


AMENDMENTS AND MEETINGS


    The limited partnership agreement may be amended if the Fund's general
partner and limited partners owning more than 50% of the outstanding units
agree. The general partner of the Fund may amend the limited partnership
agreement without the approval of the limited partners in order to clarify
inaccuracies or ambiguities, make changes required by regulators or by law or
make any other changes the general partner of the Fund deems advisable so long
as they are not adverse to limited partners.



    Any limited partner may request in writing a list of the names and addresses
of all limited partners and the number of units held by each. Limited partners
owning at least 10% of the outstanding units can require the general partner of
the Fund to call a meeting of the Fund. At the meeting, the limited partners
owning a majority of the outstanding units may vote to:



    - amend the limited partnership agreement without the consent of the Fund's
      general partner;


    - dissolve the Fund;


    - remove and replace Beeland Management as general partner;



    - admit a new general partner prior to the withdrawal of Beeland Management;



    - terminate contracts with the Fund's general partner, any of its affiliates
      or any trading advisor; and


    - approve the sale of all of the Fund's assets.

REPORTS TO LIMITED PARTNERS


    The Fund's books and records, including a list of the names and addresses of
all units owned by all limited partners, will be maintained at the Fund's
principal place of business at 1000 Hart Road, Suite 210, Barrington, Illinois
60010. The limited partners or their designated agents may inspect the Fund's
books and records during reasonable business hours. Upon request, the general
partner will furnish, in person or by mail, to any limited partner or his
representative a copy of the list of the names and addresses of the limited
partners upon payment, in advance of the reasonable cost of reproduction and
mailing. The general partner will maintain and preserve these records for a
period of at least five years.



    The general partner of the Fund will provide these reports and statements to
the limited partners:


    - a monthly statement, reporting net assets and net asset value per unit as
      of the end of such month, as well as information relating to the advisory
      and brokerage fees and other expenses incurred by the Fund during that
      month;


    - a quarterly statement, including unaudited financial statements; and



    - an annual report, including audited financial statements and the average
      round turn rate for the fiscal year; and


                                       56
<PAGE>
    - tax information necessary for the preparation of the limited partners'
      annual federal income tax returns.

    In addition, notice will be mailed to each limited partner within seven
business days of any of the following events:

    - a decrease in the net asset value of a unit to 50% or less of the net
      asset value most recently reported;


    - any change in advisors, commodity brokers or the general partner of the
      Fund; and


    - any material change in the Fund's trading policies or any material change
      in an advisor's trading strategies.

INDEMNIFICATION


    The Fund agrees to indemnify the Fund's general partner or any of its
affiliaites for actions taken on behalf of the Fund, against any loss, expense,
damage or injury (including reasonable attorney's fees and other expenses
incurred in connection with the defense of any such action) incurred by the
general partner, so long as the actions were for a purpose reasonably believed
to be in the best interests of the Fund, and the conduct in question did not
constitute misconduct, negligence or bad faith. The limited partners are not
liable for such indemnification, which is payable only out of the assets of the
Fund.



    The general partner or any of its affiliates will not be indemnified for any
losses, liabilities or expenses arising from or out of an alleged violation of
federal or state securities laws, unless the following conditions are met:



    - There has been a successful adjudication on the merits of each count
      involving alleged securities law violations as to the indemnified party,
      or



    - Such claims have been dismissed with prejudice on the merits by a court of
      competent jurisdiction as to the indemnified party, or



    - A court of competent jurisdiction approves a settlement of the claims
      against the indemnified party and finds that indemnification of the
      settlement and related costs should be made. The court is required to be
      advised of the position of the SEC and any state securities regulatory
      authority where units were offered or sold as to indemnification for
      violations of securities laws. However, the court need only be advised and
      consider the positions of the securities regulatory authorities of those
      states which are specifically set forth in the partnership agreement and
      in which plaintiffs claim they were offered or sold units.



    The Fund has been advised that in the opinion of the SEC, any
indemnification of the Fund's general partner or its affiliates for any
liabilities arising under the Securities Act of 1933 is contrary to public
policy as expressed in that Act and, therefore, is unenforceable.


                             ADDITIONAL INFORMATION

    This prospectus does not include all of the information or exhibits in the
Fund's registration statement. You can read and copy the entire registration
statement at the public reference facilities maintained by Securities and
Exchange Commission in Washington D.C.

    The Fund will file quarterly and annual reports with the SEC. You can read
and copy these reports at the SEC public reference facilities in Chicago, New
York or Washington, D.C. You may call the SEC at 1-800-SEC-0330 for further
information.

    The Fund's filings are posted at the SEC website at http://www.sec.gov.

                                 LEGAL MATTERS


    Wildman, Harrold, Allen & Dixon, Chicago, Illinois, has advised the Fund and
its general partner on the offering of the units. Wildman, Harrold, Allen &
Dixon is a member of Beeland Management. The


                                       57
<PAGE>

statements under "Federal Income Tax Aspects" have been reviewed by Wildman,
Harrold, Allen & Dixon. As Wildman, Harrold, Allen & Dixon does not represent
limited partners or potential investors, subscribers to units should consult
their own legal counsel.


                                    EXPERTS


    The statement of financial condition of the Fund as of June 21, 2000
included in this prospectus has been audited by Vorisek & Company, LLC,
independent accountants, as set forth in their report. The financial statements
of Beeland Management as of December 31, 1999 and for the year then ended,
included in this prospectus have been audited by Nykiel, Carlin & Co., Ltd.,
independent accountants, as set forth in their report. Those financial
statements are included in reliance upon those reports, given upon their
authority as experts in accounting and auditing.



    The financial statements of Beeland Management as of March 31, 2000 and for
the three months then ended, are unaudited. In the opinion of Beeland
Management, such unaudited financial statements reflect all adjustments that
were of a normal and recurring nature, necessary for a fair presentation of its
financial position.


                                       58
<PAGE>
                         INDEX TO FINANCIAL STATEMENTS

       ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.:

<TABLE>
<S>                                                           <C>
Independent Auditor's Report................................   F-2

Statement of Financial Condition at June 21, 2000...........   F-3

Notes to Financial Statements...............................   F-4
</TABLE>

       BEELAND MANAGEMENT COMPANY, L.L.C.:

<TABLE>
<S>                                                           <C>
Independent Auditors' Report................................   F-5

Balance Sheet at December 31, 1999..........................   F-6

Statement of Income and Changes in Members' Capital For the
  Year Ended December 31, 1999..............................   F-7

Statement of Cash Flows For the Year Ended December 31,
  1999......................................................   F-8

Notes to Financial Statements...............................   F-9

Accountants' Compilation Report.............................  F-11

Balance Sheet as of March 31, 2000 (unaudited)..............  F-12

Statement of Income and Changes in Members' Capital For the
  Three Months Ended March 31, 2000 (unaudited).............  F-13

Statement of Cash Flows For the Three Months Ended March 31,
  2000 (unaudited)..........................................  F-14

Notes to Financial Statements (unaudited)...................  F-15
</TABLE>

                                      F-1
<PAGE>
--------------------------------------------------------------------------------

                             VORISEK & COMPANY, LLC
                   CERTIFIED PUBLIC ACCOUNTANTS - CONSULTANTS
                3301 Chellington Drive, McHenry, Illinois 60050
                         815-344-9336, fax 815-344-9350
--------------------------------------------------------------------------------

                          INDEPENDENT AUDITOR'S REPORT

To the Partners of Rogers International Raw Materials Fund, L.P.:
(A Limited Partnership)

    We have audited the accompanying statement of financial condition of Rogers
International Raw Materials Fund, L.P. as of June 21, 2000. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

    We conducted our audit in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Rogers International Raw
Materials Fund, L.P. as of June 21, 2000 in conformity with generally accepted
accounting principles.

/s/ Vorisek & Company, LLC

Vorisek & Company, LLC
June 26, 2000

                                      F-2
<PAGE>
                 ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

                        STATEMENT OF FINANCIAL CONDITION

                                 JUNE 21, 2000


<TABLE>
<S>                                                           <C>
                           ASSETS

Cash Equivalents............................................   $5,000
                                                               ------

                    PARTNERSHIP CAPITAL

General Partner Capital.....................................   $5,000
                                                               ======

                    PER UNIT INFORMATION

Units Outstanding...........................................   $   50

Net Asset Value per Unit....................................   $  100
</TABLE>


See accompanying notes to financial statements.

                                      F-3
<PAGE>
                 ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

                         NOTES TO FINANCIAL STATEMENTS

                                 JUNE 21, 2000

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES:

NATURE OF BUSINESS AND ORGANIZATION:

    Rogers International Raw Materials Fund, L.P. (the "Partnership") is an
Illinois Limited Partnership established in May 2000 under the laws of the State
of Illinois relating to limited partnerships. The Partnership intends to trade a
portfolio of commodity futures contracts and forward contracts, exclusively on
the long side of the market; that is the Partnership will not sell short any
commodity futures contracts or forward contracts. As of June 21, 2000 the
Partnership had not commenced trading.

    Cash equivalents include checking and money market accounts at banks.

NOTE 2. AGREEMENTS AND RELATED PARTY TRANSACTIONS:

    The Agreement of Limited Partnership vests all responsibility and powers for
the management of the business and affairs of the Partnership with the General
Partner, Beeland Management Company, L.L.C. The General Partner is the commodity
pool operator for the Partnership and is responsible for the trading decisions
of the Partnership.


    The General Partner has advanced $61,475 in legal fees for the registration
of the Partnership. These fees will be reimbursed to the General Partner
contingent upon the sale of Partnership units.


    The Partnership allocates the General Partner 1% of cumulative net profit of
the Partnership on an annual basis.

NOTE 3. PARTNERSHIP CAPITAL AND REDEMPTIONS:

    Limited Partners may withdraw capital, with no less than 60 days prior
written notice to the General Partner.


    Until the initial closing, the purchase price of a unit is $100. Thereafter,
the purchase price of a unit is the net asset value per unit.


                                      F-4
<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors of

    BEELAND MANAGEMENT COMPANY, L.L.C.:

We have audited the accompanying balance sheet of BEELAND MANAGEMENT
COMPANY, L.L.C. (an Illinois Limited Liability Company) as of December 31, 1999,
and the related statements of income and changes in members' capital, and cash
flows for the year then ended. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of BEELAND MANAGEMENT
COMPANY, L.L.C. as of December 31, 1999, and the results of its operations and
its cash flows for the year then ended in conformity with generally accepted
accounting principles.

/s/ Nykiel, Carlin & Co., Ltd.

NYKIEL, CARLIN & CO., LTD.

Schaumburg, Illinois

June 14, 2000

                                      F-5
<PAGE>

   PURCHASERS OF UNITS IN ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. WILL
         NOT RECEIVE ANY INTEREST IN BEELAND MANAGEMENT COMPANY, L.L.C.


                       BEELAND MANAGEMENT COMPANY, L.L.C.
                                 BALANCE SHEET
                               DECEMBER 31, 1999

<TABLE>
<S>                                                           <C>         <C>
                                      ASSETS

CURRENT ASSETS
  Cash and cash equivalents.................................  $127,958
  Management fees receivable................................     5,785
  Prepaid advisory fees.....................................     2,349
                                                              --------
    Total Current Assets....................................              $136,092

PROPERTY AND EQUIPMENT, AT COST
  Computer equipment and software...........................     5,385
  Less accumulated depreciation.............................     3,552
                                                              --------
    Total Property and Equipment, Net.......................                 1,833

OTHER ASSETS
  Advances to Rogers Raw Materials Fund, L.P................    49,642
  Advances to Rogers International Raw Materials Fund,
   L.P......................................................    61,475
                                                              --------
    Total Other Assets......................................               111,117
                                                                          --------
                                                                          $249,042
                                                                          ========
                         LIABILITIES AND MEMBERS' CAPITAL

CURRENT LIABILITIES
  Accounts payable..........................................              $ 70,521

MEMBERS' CAPITAL............................................               178,521
                                                                          --------
                                                                          $249,042
                                                                          ========
</TABLE>

The accompanying notes to financial statements are an integral part of this
balance sheet.

                                      F-6
<PAGE>

   PURCHASERS OF UNITS IN ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. WILL
         NOT RECEIVE ANY INTEREST IN BEELAND MANAGEMENT COMPANY, L.L.C.


                       BEELAND MANAGEMENT COMPANY, L.L.C.
              STATEMENT OF INCOME AND CHANGES IN MEMBERS' CAPITAL
                      FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<S>                                                           <C>         <C>
REVENUE
  Management fees...........................................  $  44,058
  Interest income...........................................      2,717
                                                              ---------
    Total Revenue...........................................              $  46,775

OPERATING EXPENSES
  Management services.......................................     73,569
  Marketing services........................................    162,681
  General and administrative................................     73,658
                                                              ---------
    Total Operating Expenses................................                309,908
                                                                          ---------
NET LOSS....................................................              $(263,133)
                                                                          =========
                            CHANGES IN MEMBERS' CAPITAL

BALANCE, DECEMBER 31, 1998..................................  $  56,654
  Add: Capital contributions................................    385,000
  Less: Net Loss............................................   (263,133)
                                                              ---------
BALANCE, DECEMBER 31, 1999..................................              $ 178,521
                                                                          =========
</TABLE>

The accompanying notes to financial statements are an integral part of this
statement.

                                      F-7
<PAGE>

   PURCHASERS OF UNITS IN ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. WILL
         NOT RECEIVE ANY INTEREST IN BEELAND MANAGEMENT COMPANY, L.L.C.


                       BEELAND MANAGEMENT COMPANY, L.L.C.
                            STATEMENT OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<S>                                                           <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss..................................................              $(263,133)
  Adjustments to reconcile net loss to net cash used in
   operating activities:
    Noncash items included in net loss--
      Depreciation..........................................  $  1,323
    Changes in assets and liabilities:
      (Increase) decrease in assets--
        Management fees receivable..........................     7,573
        Prepaid advisory fees...............................    (2,349)
      Increase (decrease) in liabilities--
        Accounts payable....................................    54,934
                                                              --------
    Total Adjustments.......................................                 61,481
                                                                          ---------
  Net Cash Used In Operating Activities.....................               (201,652)

CASH FLOWS FROM INVESTING ACTIVITIES
  Advances to Rogers International Raw Materials Fund,
   L.P......................................................   (61,475)
                                                              --------
  Net Cash Used In Investing Activities.....................                (61,475)

CASH FLOWS FROM FINANCING ACTIVITIES
  Capital contributions.....................................   385,000
                                                              --------
  Net Cash Provided By Financing Activities.................                385,000
                                                                          ---------

NET INCREASE IN CASH AND CASH EQUIVALENTS...................                121,873

CASH AND CASH EQUIVALENTS, DECEMBER 31, 1998................                  6,085
                                                                          ---------

CASH AND CASH EQUIVALENTS, DECEMBER 31, 1999................              $ 127,958
                                                                          =========
</TABLE>

The accompanying notes to financial statements are an integral part of this
statement.

                                      F-8
<PAGE>
                       BEELAND MANAGEMENT COMPANY, L.L.C.

                         NOTES TO FINANCIAL STATEMENTS

                               DECEMBER 31, 1999

1. ORGANIZATION AND NATURE OF OPERATIONS

    Beeland Management Company, L.L.C. (the "Company") was formed on June 6,
1997 to provide all necessary management, trading and marketing services and
support for commodity pools. The term of the Company shall continue until
December 31, 2097.

    The Company is the manager and general partner of the Rogers Raw Materials
Fund, L.P. and Rogers International Raw Materials Fund, L.P. (the "Funds").
These Funds trade portfolios of cash forward commodity contracts and commodity
futures contracts.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

    For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of thirty days or less
to be cash equivalents.

COMPUTER EQUIPMENT AND SOFTWARE

    Computer equipment and software are stated at cost. These items are
depreciated using straight-line and accelerated methods for both income tax and
financial reporting purposes over their estimated useful lives of three to five
years. Depreciation expense was $1,323 for the year ended December 31, 1999.

INCOME TAXES

    The Company is organized as a Limited Liability Company (L.L.C.). In lieu of
corporation income taxes, the members of an L.L.C. are taxed on their
proportionate share of the L.L.C.'s taxable income. Therefore, no provision or
liability for Federal income taxes has been included in these financial
statements.

CONCENTRATION OF CREDIT RISK

    At certain times during the period cash balances at one bank exceeded the
amount Federally insured ($100,000).

USE OF ESTIMATES

    The preparation of financial statements in conformity with generally
accepted accounting principles 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 reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

3. AGREEMENTS AND RELATED PARTY TRANSACTIONS

    The Funds pay the Company a management fee computed as the greater of 1% of
cumulative net profits of the fund less cumulative prior management fees paid or
a percentage of the average sum of partner capital in the fund. For the year
ended December 31, 1999, the Company recognized $44,058 in management fees from
the Rogers Raw Materials Fund, L.P. At December 31, 1999, $5,785 of these fees
remained unpaid and are reflected as management fees receivable on the
accompanying balance sheet. As of December 31, 1999, the Rogers International
Raw Materials Fund, L.P. had not begun operations, therefore, the Company did
not recognize any management fees from that Fund for the year then ended. The
Company expects the Fund to begin operations during 2000.

    At December 31, 1999, advances to the Funds consisted of legal fees paid by
the Company on behalf of the Funds. Recovery of the advances to the Rogers
International Raw Materials Fund, L.P. are

                                      F-9
<PAGE>
                       BEELAND MANAGEMENT COMPANY, L.L.C.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                               DECEMBER 31, 1999

3. AGREEMENTS AND RELATED PARTY TRANSACTIONS (CONTINUED)
dependent on the future operating success of the Fund. Management believes that
the collection of advances to the Fund is probable, however, it is at least
reasonably possible that management's estimate of the outcome will change during
the next year. That amount cannot be estimated.

    The Company has agreements with a member to act as its investment manager.
For these services, the Company pays the member an advisory fee equal to 15
basis points per annum on the first $500 million under management in the Rogers
Raw Materials Fund, L.P., plus 10 basis points per annum on the excess over
$500 million in the Fund. For assets under management in the Rogers
International Raw Materials Fund, L.P., the Company will pay the member 50 basis
points per annum. For the year ended December 31, 1999, the Company incurred
$11,366 in advisory fees. These fees are reflected as a management expense in
the accompanying statements. At December 31, 1999, the Company had prepaid
$2,349 in advisory fees. Termination of this agreement can be affected upon 30
days written notice by either party.

    In 1998, the Company entered into a consulting agreement with a managing
member to provide trading-related advice. The fee for these services is $5,000
per month. For the year ended December 31, 1999, the Company incurred $60,000 in
consulting fees. These fees are reflected as a management expense in the
accompanying statements. At December 31, 1999, the Company owed the member
$33,000 which is included in accounts payable on the accompanying balance sheet.
The term of this agreement shall continue until December 31, 2010, however, it
may be terminated at any time upon 90 days written notice by either party.

    The Company paid a managing member $107,210 for marketing services during
1999. These payments are reflected as a marketing expense on the accompanying
income statement.

    The Company retains a member to provide all legal services to the Company.
The Company incurred $46,398 in legal expenses during 1999. These fees are
reflected as a general and administrative expense on the accompanying
statements. At December 31, 1999, $26,040 in legal fees remain unpaid and are
included in accounts payable on the accompanying balance sheet.

4. MEMBERS' AGREEMENT

    The Company's operating agreement restricts the transfer of member
interests. The agreement also requires annual distributions to be made to the
members in amounts necessary to pay any income tax resulting from Company
profits or to settle any complaint of a regulatory agency related to the
Company.

                                      F-10
<PAGE>
                        ACCOUNTANTS' COMPILATION REPORT

To the Board of Directors of

    BEELAND MANAGEMENT COMPANY, L.L.C.:

We have compiled the accompanying balance sheet of BEELAND MANAGEMENT COMPANY,
L.L.C. (an Illinois Limited Liability Company) as of March 31, 2000 and the
related statements of income and changes in members' capital, and cash flows for
the three months then ended, in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants.

A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.

/s/ Nykiel, Carlin & Co., Ltd.
NYKIEL, CARLIN & CO., LTD.
Schaumburg, Illinois

June 14, 2000

                                      F-11
<PAGE>

   PURCHASERS OF UNITS IN ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. WILL
         NOT RECEIVE ANY INTEREST IN BEELAND MANAGEMENT COMPANY, L.L.C.


                       BEELAND MANAGEMENT COMPANY, L.L.C.
                                 BALANCE SHEET
                                 MARCH 31, 2000
                                  (UNAUDITED)

<TABLE>
<CAPTION>

<S>                                                           <C>         <C>
                                      ASSETS

CURRENT ASSETS
  Cash and cash equivalents.................................  $305,820
  Management fees receivable................................    27,365
                                                              --------
    Total Current Assets....................................              $333,185

PROPERTY AND EQUIPMENT, AT COST
  Computer equipment and software...........................     5,385
  Less accumulated depreciation.............................     3,764
                                                              --------
    Total Property and Equipment, Net.......................                 1,621

OTHER ASSETS
  Advances to Rogers Raw Materials Fund, L.P................    49,642
  Advances to Rogers International Raw Materials Fund,
   L.P......................................................    61,475
                                                              --------
    Total Other Assets......................................               111,117
                                                                          --------
                                                                          $445,923
                                                                          ========
                         LIABILITIES AND MEMBERS' CAPITAL

CURRENT LIABILITIES
  Accounts payable..........................................              $ 51,790

MEMBERS' CAPITAL............................................               394,133
                                                                          --------
                                                                          $445,923
                                                                          ========
</TABLE>

See accompanying notes and accountants' compilation report.

                                      F-12
<PAGE>

   PURCHASERS OF UNITS IN ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. WILL
         NOT RECEIVE ANY INTEREST IN BEELAND MANAGEMENT COMPANY, L.L.C.


                       BEELAND MANAGEMENT COMPANY, L.L.C.
              STATEMENT OF INCOME AND CHANGES IN MEMBERS' CAPITAL
                   FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                  (UNAUDITED)

<TABLE>
<CAPTION>

<S>                                                           <C>         <C>
REVENUE
  Management fees...........................................  $ 21,580
  Interest income...........................................     1,225
                                                              --------
    Total Revenue...........................................              $ 22,805

OPERATING EXPENSES
  Management services.......................................    21,370
  Marketing services........................................    40,784
  General and administrative................................    15,039
                                                              --------
    Total Operating Expenses................................                77,193
                                                                          --------
NET LOSS....................................................              $(54,388)
                                                                          ========
                            CHANGES IN MEMBERS' CAPITAL

BALANCE, DECEMBER 31, 1999..................................  $178,521
  Add: Capital contributions................................   270,000
  Less: Net Loss............................................   (54,388)
                                                              --------

BALANCE, MARCH 31, 2000.....................................              $394,133
                                                                          ========
</TABLE>

See accompanying notes and accountants' compilation report.

                                      F-13
<PAGE>

   PURCHASERS OF UNITS IN ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P. WILL
         NOT RECEIVE ANY INTEREST IN BEELAND MANAGEMENT COMPANY, L.L.C.


                       BEELAND MANAGEMENT COMPANY, L.L.C.
                            STATEMENT OF CASH FLOWS
                   FOR THE THREE MONTHS ENDED MARCH 31, 2000
                                  (UNAUDITED)

<TABLE>
<CAPTION>

<S>                                                           <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss..................................................              $(54,388)
  Adjustments to reconcile net loss to net cash used in
   operating activities:
    Noncash items included in net loss--
      Depreciation..........................................  $    212
    Changes in assets and liabilities:
      (Increase) decrease in assets--
        Management fees receivable..........................   (21,580)
        Prepaid advisory fees...............................     2,349
      Increase (decrease) in liabilities--
        Accounts payable....................................   (18,731)
                                                              --------
    Total Adjustments.......................................               (37,750)
                                                                          --------
  Net Cash Used In Operating Activities.....................               (92,138)

CASH FLOWS FROM FINANCING ACTIVITIES
  Capital contributions.....................................   270,000
                                                              --------
  Net Cash Provided By Financing Activities.................               270,000
                                                                          --------

NET INCREASE IN CASH AND CASH EQUIVALENTS...................               177,862

CASH AND CASH EQUIVALENTS, DECEMBER 31, 1999................               127,958
                                                                          --------

CASH AND CASH EQUIVALENTS, MARCH 31, 2000...................              $305,820
                                                                          ========
</TABLE>

See accompanying notes and accountants' compilation report.

                                      F-14
<PAGE>
                       BEELAND MANAGEMENT COMPANY, L.L.C.

                         NOTES TO FINANCIAL STATEMENTS

                                 MARCH 31, 2000

                                  (UNAUDITED)

1. ORGANIZATION AND NATURE OF OPERATIONS

    Beeland Management Company, L.L.C. (the "Company") was formed on June 6,
1997 to provide all necessary management, trading and marketing services and
support for commodity pools. The term of the Company shall continue until
December 31, 2097.

    The Company is the manager and general partner of the Rogers Raw Materials
Fund, L.P. and Rogers International Raw Materials Fund, L.P. (the "Funds").
These Funds trade portfolios of cash forward commodity contracts and commodity
futures contracts.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

CASH AND CASH EQUIVALENTS

    For purposes of the statement of cash flows, the Company considers all
highly liquid debt instruments purchased with a maturity of thirty days or less
to be cash equivalents.

COMPUTER EQUIPMENT AND SOFTWARE

    Computer equipment and software are stated at cost. These items are
depreciated using straight-line and accelerated methods for both income tax and
financial reporting purposes over their estimated useful lives of three to five
years. Depreciation expense was $212 for the three months ended March 31, 2000.

INCOME TAXES

    The Company is organized as a Limited Liability Company (L.L.C.). In lieu of
corporation income taxes, the members of an L.L.C. are taxed on their
proportionate share of the L.L.C.'s taxable income. Therefore, no provision or
liability for Federal income taxes has been included in these financial
statements.

CONCENTRATION OF CREDIT RISK

    At certain times during the period cash balances at one bank exceeded the
amount Federally insured ($100,000).

USE OF ESTIMATES

    The preparation of financial statements in conformity with generally
accepted accounting principles 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 reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.

3. AGREEMENTS AND RELATED PARTY TRANSACTIONS

    The Funds pay the Company a management fee computed as the greater of 1% of
cumulative net profits of the fund less cumulative prior management fees paid or
a percentage of the average sum of partner capital in the fund. For the three
months ended March 31, 2000, the Company recognized $21,580 in management fees
from the Rogers Raw Materials Fund, L.P. At March 31, 2000, $27,365 in fees
remained unpaid and are reflected as management fees receivable on the
accompanying balance sheet. As of March 31, 2000, the Rogers International Raw
Materials Fund, L.P. had not begun operations, therefore, the Company did not
recognize any management fees from the fund for the three months then ended. The
Company expects the fund to begin operations later in 2000.

    At March 31, 2000, advances to the funds consisted of legal fees paid by the
Company on behalf of the Funds. Recovery of the advances to the Rogers
International Raw Materials Fund, L.P. are dependent

                                      F-15
<PAGE>
                       BEELAND MANAGEMENT COMPANY, L.L.C.

                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 2000

                                  (UNAUDITED)

3. AGREEMENTS AND RELATED PARTY TRANSACTIONS (CONTINUED)
on the future operating success of the fund. Management believes that the
collection of advances to the fund is probable, however, it is at least
reasonably possible that management's estimate of the outcome will change during
the next year. That amount cannot be estimated.

    The Company has agreements with a member to act as its investment manager.
For these services, the Company pays the member an advisory fee equal to 15
basis points per annum on the first $500 million under management in the Rogers
Raw Materials Fund, L.P., plus 10 basis points per annum on the excess over $500
million in the fund. For assets under management in the Rogers International Raw
Materials Fund, L.P., the Company will pay the member 50 basis points per annum.
For the three months ended March 31, 2000, the Company incurred $5,660 in
advisory fees. These fees are reflected as a management expense in the
accompanying statements. At March 31, 2000, the Company owed the member $3,311
in advisory fees which is included in accounts payable on the accompanying
balance sheet. Termination of this agreement can be affected upon 30 days
written notice by either party.

    In 1998, the Company entered into a consulting agreement with a managing
member to provide trading-related advice. The fee for these services is $5,000
per month. For the three months ended March 31, 2000, the Company incurred
$15,000 in consulting fees. These fees are reflected as a management expense in
the accompanying statements. At March 31, 2000, the Company owed the member
$39,000 which is included in accounts payable on the accompanying balance sheet.
The term of this agreement shall continue until December 31, 2010, however, it
may be terminated at any time upon 90 days written notice by either party.

    The Company paid a managing member $23,265 for marketing services during the
three months ended March 31, 2000. These payments are reflected as a marketing
expense on the accompanying income statement.

    The Company retains a member to provide all legal services to the Company.
The Company incurred $2,005 in legal expenses during the three months ended
March 31, 2000. These fees are reflected as a general and administrative expense
on the accompanying statements. At March 31, 2000, $7,639 in legal fees remain
unpaid and are included in accounts payable on the accompanying balance sheet.

4. MEMBER'S AGREEMENT

    The Company's operating agreement restricts the transfer of member
interests. The agreement also requires annual distributions to be made to the
members in amounts necessary to pay any income tax resulting from Company
profits or to settle any compliant of a regulatory agency related to the
Company.

                                      F-16
<PAGE>
                                                                      APPENDIX A

                         LIMITED PARTNERSHIP AGREEMENT

                                      A-1
<PAGE>
                              AMENDED AND RESTATED
                        AGREEMENT OF LIMITED PARTNERSHIP
                 ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.


    This Amended and Restated Agreement of Limited Partnership is made as of
this 21st day of September, 2000 by and between Beeland Management Company,
L.L.C., an Illinois limited liability company, as General Partner, and Clyde C.
Harrison, an individual, as Original Limited Partner, and those other parties
who now or hereafter, from time to time, execute this Agreement or counterparts
hereof, as Limited Partners.


                                  WITNESSETH:

    WHEREAS, the parties hereto formed a limited partnership (the "Partnership")
pursuant to the provisions of the Revised Uniform Limited Partnership Act of the
State of Illinois (the "Act") under the name Rogers International Raw Materials
Fund, L.P.;

    WHEREAS, the parties desire to incorporate certain amendments to their
agreement; and

    WHEREAS, the parties hereto intend to hereby document the terms and
conditions pursuant to which the Partnership will operate.

    NOW, THEREFORE, in consideration of the mutual covenants and promises herein
contained, the parties hereto, intending to be legally bound, hereby adopt the
following terms and conditions as their Agreement of Limited Partnership.

                                   ARTICLE I
                        FORMATION OF LIMITED PARTNERSHIP

    The Partnership was formed, created and established as a limited partnership
under the Act by and between the parties hereto. The rights and liabilities of
the Partners shall be as set forth in the Act, except as herein otherwise
expressly provided. The General Partner caused to be filed the Partnership's
Certificate of Limited Partnership on May 8, 2000 and shall cause an Amendment
to that Certificate to be filed at such time(s) as such a filing is required by
the Act. The above recitals are hereby incorporated by this reference, as an
integral part of this Agreement, and not as mere introductory material.

                                   ARTICLE II
                                      NAME

    The business of the Partnership shall be conducted under the name of Rogers
International Raw Materials Fund, L.P. or such other name as the General Partner
shall from time to time hereafter designate in writing to the Limited Partners.

                                  ARTICLE III
                                  DEFINITIONS

    When used in this Agreement, and not otherwise specifically defined, the
following terms shall have the meanings set forth below.

    (a) "Accounting Period" means (i) any fiscal year of the Partnership or
(ii) any shorter period ending as of the last day of a calendar month prior to
the month in which the Partnership Interest of any Partner shall change, whether
by withdrawal(s), the admission of new Partners, the contribution of additional
capital, or otherwise. Any Accounting Period which begins on a date other than
the first day of a fiscal year shall close not later than December 31 of that
fiscal year.

    (b) "Act" means the Revised Uniform Limited Partnership Act of the State of
Illinois.

                                      A-2
<PAGE>
    (c) "Additional Limited Partner" means a Limited Partner (other than a
Substituted Limited Partner) admitted to the Partnership after the close of the
offering of interests in the Partnership described in Section 8.3.

    (d) "Affiliate" of the General Partner shall mean (i) any Member of the
General Partner, (ii) any person directly or indirectly controlling, controlled
by or under common control with the General Partner or (iii) any partner,
member, officer or director of, or any person holding twenty-five percent or
more of the outstanding voting securities of a corporation, partnership or
limited liability company which is a Member of the General Partner.

    (e) "Agreement" means this Agreement of Limited Partnership, as it may be
amended, modified or supplemented from time to time.

    (f)  "Allocable Share of Net Profits or Net Losses" of a Partner means, for
any Accounting Period, that part of Net Profits or Net Losses for such
Accounting Period allocable to the Partner pursuant to Article IX of this
Agreement.

    (g) "Capital Account" means a separate account maintained for each Partner.
A Partner's Capital Account shall be credited with: (1) In the case of a Limited
Partner, its Capital Contribution and its Allocable Share of Net Profits, and
(2) in the case of the General Partner, its Capital Contribution, its Allocable
Share of Net Profits, if any, which it elects to contribute to the capital of
the Partnership as a Capital Contribution pursuant to Section 8.1 and any
Allocable Share of Net Profits thereon (as a Limited Partner). A Partner's
Capital Account shall be reduced by: (1) its Allocable Share of Net Losses and
(2) cash and the fair market value of other property distributed to the Partner.
The term "Capital Account" shall have reference not only to the Capital Account
as such, but also to the balance in the Capital Account of a Partner at any
specified time.

    (h) "Capital Contribution" means all contributions to the Partnership
capital by a General or Limited Partner pursuant to Sections 8.1, 8.2 and 8.6,
less any Distributions to the Partner which are treated as a return of capital
pursuant to Section 8.5.

    (i)  "Code" means the Internal Revenue Code of 1986, as amended, and
successor laws of similar effect.

    (j)  "Distribution" means a transfer of property or payment of cash to a
Partner by the Partnership. "Distribution" does not include repayment or
reimbursement of any loans or advances made by the General Partner to the
Partnership.

    (k) "ERISA" means the Employee Retirement Income Security Act of 1974, and
any amendments or modifications thereof.

    (l)  "ERISA Limited Partner" means a Limited Partner who is (i) an "Employee
Benefit Plan," as defined in Section 3(3) of ERISA; (ii) a plan described in
Section 4975(e)(1) of the Code; or (iii) a partnership, the general partner of
which has been appointed "investment manager," as defined in Section 3(38) of
ERISA, over the assets used by one or more Employee Benefit Plans to purchase
limited partnership interests in such partnership.

    (m) "General Partner" means Beeland Management Company, L.L.C., or any
successor or successors thereto acting in the capacity of the General Partner of
the Partnership through its Managing Member or any other duly authorized agent.

    (n) "Government Security" and "Government Securities" shall have the
meanings assigned to such terms under the Investment Company Act of 1940, as
amended (the "1940 Act").

    (o) "Index" means the Rogers International Commodity Index.

    (p) "Initial Closing" shall have the meaning set forth in Section 8.3(a).

                                      A-3
<PAGE>
    (q) "Limited Partners" means the parties who execute this Agreement or a
counterpart hereof as limited partners (including the Original Limited Partner
and all Additional Limited Partners), and the General Partner, if it makes a
Capital Contribution, to the extent of such contribution (and Distributions
thereon). Reference to a "Limited Partner" shall mean any one of the Limited
Partners.

    (r) "Net Assets" shall have the meaning set forth in Section 8.3(c).

    (s) "Net Asset Value Per Unit" shall have the meaning set forth in
Section 8.3(c).

    (t)  "Net Profits" or "Net Losses" shall mean all net profits earned by or
net losses incurred by the Partnership in any Accounting Period or other fiscal
period, including all of the Partnership's open positions in securities,
commodities, including futures, forward and option contracts and any and all
interests therein ("Positions"), minus the amount of any Management Fee, as
provided in Section 11.1, determined on an accrual basis in accordance with
generally accepted accounting principles; provided, however, that all of the
Partnership's Positions shall be valued at their fair market value as of the end
of each Accounting Period. On all Positions which were open at the beginning of
an Accounting Period and subsequently closed during the Accounting Period, gain
or loss shall be determined on the basis of the fair market values used at the
close of the immediately preceding Accounting Period. All questions relating to
valuation arising in determining Net Profits or Net Losses shall be resolved by
the Partnership's regularly employed certified public accountants, whose good
faith decision shall, absent manifest error or fraud, be final.

    (u) "Original Limited Partner" means Clyde C. Harrison.

    (v) "Partners" means the General Partner and all Limited Partners where no
distinction is required by the context in which the term is used herein.

    (w) "Partnership" means Rogers International Raw Materials Fund, L.P., a
limited partnership formed pursuant to the provisions of the Act.

    (x) "Partnership Interest" means, with respect to a Limited Partner, such
Limited Partner's ownership interest in the Partnership at any particular time,
including the right to the benefits to which a Limited Partner may be entitled
to under this Agreement and his obligation to comply with the terms and
obligations of this Agreement. Limited Partners shall own only full Units (as
defined in Section 8.2(a)). Thus, each Limited Partner's Partnership Interest
shall, for all purposes, be the ratio that the number of Units owned by that
Limited Partner bears to the aggregate total of all Units held by all Limited
Partners (including the General Partner, to the extent of any Units owned by the
General Partner). Reference to Limited Partners holding a majority or a
specified percentage in Partnership Interest shall mean any Limited Partner or
group of Limited Partners who own over 50% or at least such specified
percentage, as the case may be, of the aggregate total of all Units held by all
Limited Partners (including the General Partner, to the extent of any Units
owned by the General Partner).

    (y) "Section" means a Section of this Agreement if no reference is made to a
statute, law or other document.

    (z) "Subscription Agreement" means the Agreement for subscription for the
purchase of Units of the Partnership in such form as is approved by the General
Partner.

                                   ARTICLE IV
                                    PURPOSE

    The purpose of the Partnership is to invest its funds in a portfolio of
commodity futures and cash forward contracts traded on both recognized exchanges
and in the off-exchange or "over-the-counter" markets throughout the world, as
the General Partner shall, in its sole discretion, determine. The purpose of
such investing and trading shall be to replicate, to the extent deemed
reasonably possible by the General Partner, the component commodity positions
which comprise the Index. The Partnership shall also invest its funds in
Government Securities.

                                      A-4
<PAGE>
    The Partnership may engage in any and all activities, including the
borrowing and lending of money, related or incidental to the activities
described above. However, the Partnership shall not operate in a manner which
would cause it to become an investment company required to register under the
1940 Act.

                                   ARTICLE V
                         NAMES AND ADDRESS OF PARTNERS

    The names and addresses of the Partners are as set forth in Schedule A
attached hereto and incorporated herein by reference, as amended, modified or
supplemented from time to time.

                                   ARTICLE VI
                                      TERM

    The term of the Partnership shall begin upon the filing of its Certificate
of Limited Partnership and continue until the close of business on December 31,
2020, unless sooner terminated as hereinafter provided.

                                  ARTICLE VII
                          PRINCIPAL PLACE OF BUSINESS

    The principal place of business of the Partnership shall be at 1000 Hart
Road, Barrington, Illinois, 60010. The General Partner may, from time to time,
change the principal place of business or establish additional places of
business whether within or without the State of Illinois. In such event, the
General Partner shall notify the Limited Partners of such change.

                                  ARTICLE VIII
                           CAPITAL AND CONTRIBUTIONS

    SECTION 8.1.  GENERAL PARTNER

    (a) The General Partner shall make a Capital Contribution to the Partnership
immediately prior to the time the Partnership commences trading, in an amount in
its sole discretion, provided, however, that said Capital Contribution shall be
in an amount greater than $25,000 and shall be made in an increment of full
Units.

    (b) A Capital Account shall be established and maintained for the General
Partner, which shall be credited and debited as provided in paragraph (g) of
Article III.

    (c) The General Partner shall be deemed to be a Limited Partner to the
extent of the General Partner's Capital Contribution, for all purposes under
this Agreement. All Capital Contributions of the General Partner shall be
evidenced by Units (as defined in Section 8.2(a)).

    SECTION 8.2.  LIMITED PARTNERS


    (a) Each Limited Partner shall make an initial Capital Contribution to the
Partnership in the amount called for by his Subscription Agreement. Each Limited
Partner's Capital Contribution is due upon subscription. The Capital
Contributions to be made to the Partnership by the Limited Partners shall be
divided into and evidenced by units of Partnership Interests (the "Units") with
a purchase price per Unit specified in Section 8.3(a). Each Limited Partner,
other than the Original Limited Partner, must agree to make an initial Capital
Contribution of at least one hundred (100) Units.


    (b) A Capital Account shall be established for each Limited Partner, which
shall be credited and debited as provided in paragraph (g) of Article III.

                                      A-5
<PAGE>
    (c) The Original Limited Partner executed this Agreement and contributed a
total of $5,000 to the Partnership, constituting five Units and shall have no
obligation to make any further Capital Contribution. The Original Limited
Partner may, but shall not be obligated to, withdraw from the Partnership upon
the admission of any additional Limited Partner(s).

    SECTION 8.3.  SALE OF UNITS OF LIMITED PARTNERSHIP INTEREST


    (a) The General Partner shall solicit subscriptions for the purchase of
Units in an offering (the "Offering"), the terms of which shall be as set forth
in a prospectus (the "Prospectus") included in a registration statement (the
"Registration Statement") to be filed with the Securities and Exchange
Commission (the "SEC"). The purchase price per Unit prior to the commencement of
trading activities by the Partnership shall be One Hundred Dollars ($100) per
Unit. The purchase price per Unit after the Partnership has commenced trading
shall be the Net Asset Value per Unit (as that term is defined in
Section 8.3(c)) as of the close of business on the day preceding the effective
date of the purchase.



    Each Limited Partner, other than the Original Limited Partner, must agree to
make a Capital Contribution of at least one hundred (100) Units. The General
Partner and affiliates of the General Partner may subscribe for Units on the
same terms and conditions as any other subscriber. During the Offering, the
General Partner may admit as a Limited Partner, within its sole and unrestricted
discretion, those persons and entities who deliver to the Partnership an
executed Subscription Agreement in accordance with the terms thereof, including
payment of the subscription called for therein. Each subscriber whose
Subscription Agreement is accepted by the Partnership as a Limited Partner,
shall make its Capital Contribution to the Partnership by delivering the full
amount of the purchase price for the Units subscribed for in cash or by check.
Initially, all Cash Contributions received by the Partnership in satisfaction of
subscription obligations shall be deposited and held in trust in an escrow
account maintained at a bank or trust company selected by the General Partner.



    The Partnership shall not commence trading unless and until the General
Partner has accepted subscriptions for at least One Hundred Thousand (100,000)
Units (the "Minimum Units") by September 30, 2001. The Partnership may commence
trading at any time after the proceeds from the Minimum Units have been released
from escrow (the "Initial Closing"), at which time subscribers shall first be
admitted to the Partnership as Limited Partners. If, for any reason whatsoever,
the General Partner has not received and accepted Subscription Agreements for
the Minimum Units by September 30, 2001, the Offering shall terminate and all
amounts paid by subscribers for Units shall be returned in the manner and
subject to the terms provided in the Subscription Agreements. Assuming the
Initial Closing is held, the Offering shall continue for such period as the
Registration Statement shall remain effective.


    The General Partner may, in its sole discretion, employ registered
broker-dealers ("Soliciting Dealers") to assist in the offer and sale of the
Units. All Soliciting Dealers employed by the General Partner shall be required
to execute a soliciting dealer agreement in a form approved by the General
Partner. The General Partner shall be authorized to pay Soliciting Dealers the
compensation described in such soliciting dealer agreement.

    The number of Units purchased by each subscribing Limited Partner, the
amount of the Capital Contribution each Limited Partner has made and the
Partnership Interest of each Limited Partner shall be recorded on Schedule A
opposite each Limited Partner's name and address. No certificate or other
evidence of ownership shall be issued in respect of the Units or Partnership
Interests other than this Agreement, or a counterpart thereof (including
Schedule A) which, when executed and delivered by the General Partner, shall
solely represent and evidence the Units and Partnership Interests purchased by
each Limited Partner. However, the Partnership may retain a Subscription Agent
whose duties may include providing notification to Limited Partners with respect
to their ownership of Units.

    (b) After the termination of the Offering, the General Partner may, in its
discretion, accept additional subscriptions for Units, and may, at times
subsequent to the Offering, make additional offerings of Units on the following
terms and conditions:

        (1) Each subsequent Unit sold ("New Units") shall require the Capital
    Contribution specified by Section 8.3(a);

                                      A-6
<PAGE>
        (2) New Units sold during any month shall be accepted or rejected as of
    the close of business on the last trading day of such month;

        (3) Each Additional Limited Partner shall execute and acknowledge such
    instruments as the General Partner may deem necessary or desirable to
    effectuate such admission and to confirm that the Additional Limited Partner
    has agreed to be bound by all the covenants, terms and conditions of this
    Agreement;

        (4) The General Partner may register Units and/or make additional public
    or private offerings of Units, in its sole discretion. The General Partner
    does not, however, have any obligation or duty to register any Units with
    any authority. No Limited Partner shall have any preemptive or other rights
    with respect to the issuance or sale of any additional Units. The General
    Partner may, in its sole discretion, terminate any offering of Units.

    (c) "Net Assets" of the Partnership for purposes of this Agreement shall
mean the Partnership's total assets minus the Partnership's total liabilities,
determined in accordance with generally accepted accounting principles, with all
open positions marked to market. The term "Net Asset Value Per Unit" for
purposes of this Agreement means the Net Assets of the Partnership at the time
of calculation divided by the aggregate number of Units outstanding at that
time.

    SECTION 8.4.  STATUS OF CAPITAL ACCOUNT OF LIMITED PARTNER

    Except as otherwise specifically set forth in this Agreement, no Limited
Partner shall have the right to withdraw all or any part of the credit balance
in his Capital Account, to receive any Distribution from the Partnership or to
demand or receive property other than cash in withdrawal of the credit balance
of his Capital Account or as Distributions of income. No Limited Partner shall
have priority over another Limited Partner in connection with the return of his
Capital Contributions or Distribution of the credit balance in his Capital
Account, or as to any other Distributions by the Partnership. Capital
contributed to the Partnership and the credit balance in a Partner's Capital
Account shall not bear interest.

    SECTION 8.5.  WITHDRAWAL OF INTERESTS

    (a) Upon the terms and conditions set forth in this Section 8.5, a Limited
Partner may reduce or redeem all of its Partnership Interest in the Partnership,
and have part or all of the credit balance in its Capital Account returned to
it, by withdrawing funds from its Capital Account.

    (b) A Limited Partner who desires to have all or a portion of the credit
balance in its Capital Account returned to it shall give the General Partner
written notice (a "Notice of Withdrawal") not less than sixty (60) prior to the
date as of which the Limited Partner desires to effect such partial or complete
withdrawal. The General Partner may, but shall not be required to, employ a
Subscription Agent as its agent to receive and process any such Notice of
Withdrawal. The Notice of Withdrawal shall state the date upon which the
withdrawal is desired, which date must be the last trading day of any month (the
"Withdrawal Date"). In the case of a partial withdrawal, such notice shall also
specify either the percentage of the credit balance in his Capital Account that
he wishes to withdraw at the Withdrawal Date, or the dollar amount of capital
which he wishes to have returned to him, subject to the requirement that any
such withdrawals may only be in increments of the Net Asset Value of a Unit and
to the additional terms and conditions set forth in this Section 8.5. However,
except as permitted under subsection (e) of this Section 8.5, no Limited Partner
may withdraw any part of its Capital Account until three (3) months have elapsed
from the later of the following dates: (i) the date on which the proceeds for
the Limited Partner's subscription are invested in the market; and (ii) the
Initial Closing date. Any withdrawal request approved by the General Partner or
its agent shall be effective as of the close of business on the Withdrawal Date
specified in the Notice of Withdrawal.

    (c) In the event a Limited Partner has delivered an appropriate Notice of
Withdrawal to the Partnership, the General Partner shall distribute to the
withdrawing Limited Partner, per Unit withdrawn, an amount equal to the Net
Asset Value Per Unit as of the effective time of the withdrawal on the
Withdrawal Date, less an amount (the "Holdback") equal to the greater of
(i) two percent (2%) of the Net Asset Value Per Unit, or (ii) $100, to cover
accrued, but unpaid, management fees and other expenses

                                      A-7
<PAGE>
payable by the Partnership and chargeable against Net Assets as of such date.
Any such Limited Partner's Capital Account shall be reduced by the amount so
paid and its Partnership Interest shall be adjusted accordingly as of the
Withdrawal Date. From the time of the General Partner's receipt of a Notice of
Withdrawal to the effective time of the withdrawal on the Withdrawal Date, the
Units will remain at risk in the business of the Partnership and the withdrawing
Limited Partner shall have all the rights of a Limited Partner under this
Agreement but shall not share in Net Profits or Net Losses. After the close of
the fiscal year in which the withdrawal was effected, the account of the Limited
Partner who effected the withdrawal shall be adjusted to reflect his allocated
share of management fees and expenses, which shall be charged against the
Holdback. After such charge, any positive balance remaining from the Holdback
shall be promtptly paid to the withdrawn Limited Partner, in the same manner as
the balance of the withdrawal.

    (d) No Limited Partner may withdraw less than all of the credit balance of
its Capital Account in accordance with the above provisions if, as of the
Withdrawal Date, such withdrawal would reduce the credit balance of its Capital
Account to less than the ten full Units (after subtracting the amount such
Limited Partner wishes to withdraw).

    (e) Notwithstanding the provisions of Section 8.5(d), if the General Partner
determines it is in the best interests of the Partnership, it may permit a
Limited Partner, including the Original Limited Partner, to withdraw part or all
of the credit balance in his Capital Account at any time.

    (f)  A Limited Partner shall have no personal liability for the debts,
liabilities and other obligations of the Partnership from and after the
effective date of a complete return of the credit balance in such Limited
Partner's Capital Account as provided in this Section 8.5, except to the extent
provided under Illinois law for Partnership debts and liabilities incurred prior
to such effective date, and then only for amounts withdrawn by or distributed to
such Limited Partner.

    (g) Subject to subsection (a) and (b) of this Section 8.5 and to the
following, the General Partner, acting alone or, at its election, in conjunction
with the Subscription Agent, shall honor all Notices of Withdrawal in the order
they are received (on the basis of postmark or delivery, with the General
Partner selecting Units for withdrawal by lot with respect to Notices of
Withdrawal received on the same date). If, however, the number of withdrawals
requested for any month or over any other given period of time, in the opinion
of the General Partner, (i) threatens the termination of the Partnership or the
Partnership's tax year; (ii) is otherwise detrimental to the tax status of the
Partnership; (iii) threatens the value of the Partnership's investments; or
(iv) causes any inappropriate imbalance in the Partnership's portfolio when
measured against the Index, the General Partner may (but is not required to)
select by lot only so many withdrawals as will, in its judgment, not result in
such consequences. Any Units not withdrawn in this event shall remain at risk in
the business of the Partnership and shall not be withdrawn absent another
separate Notice of Withdrawal given in the manner provided in this Section 8.5.
In addition, the General Partner may (but is not required to) temporarily
suspend all withdrawals if, in the General Partner's judgment, special
circumstances exist such that additional withdrawals would impair the ability of
the Partnership to meet its objectives, and under special circumstances the
Partnership may also (but is not required to) delay payment for withdrawn Units
until the special circumstances have been remedied or otherwise rectified.
Examples of special circumstances for either of these purposes include (i) the
inability to generate sufficient cash to effect withdrawals, (ii) where such
cash can only be generated by sustaining significant losses, (iii) the inability
to liquidate open positions, or (iv) the default or delay in payments which are
due the Partnership from brokers or other persons. In the event of a suspension
of withdrawals, all Units will remain at risk in the business of the Partnership
and shall not be withdrawn absent a Notice of Withdrawal given following the
lifting of the suspension by the General Partner and in the manner otherwise
provided in this Section 8.5.

    (h) A Limited Partner which is also the General Partner may withdraw any
part or all of the credit balance in its Capital Account at the close of any
Accounting Period, upon not less than ten days prior written notice to the
Partnership, notwithstanding the time limitations and other restrictions set
forth above.

                                      A-8
<PAGE>
    SECTION 8.6.  ADDITIONAL CAPITAL CONTRIBUTIONS

    Any Limited Partner may make additional Contributions of Capital, but only
in the manner set forth in Section 8.3.

    SECTION 8.7.  REMOVAL OF LIMITED PARTNERS; REDUCTION OF INTERESTS

    (a) If any application by or business activity of the Partnership or any
person or entity affiliated with the Partnership for membership or participation
in any commodities, options or securities exchange, clearing agency, or other
self-regulatory organization is denied, limited, conditioned or otherwise
adversely affected by reason of any Limited Partner's interest in the
Partnership, and such Limited Partner does not, within thirty (30) days
following receipt of written notice thereof, cure any defect or other cause of
such adverse action, to the sole and absolute satisfaction of the General
Partner, such Limited Partner shall be deemed to have elected to have withdrawn
his Capital Account in the manner provided for in Section 8.5; provided,
however, that such withdrawal shall be effective as of the close of the month in
which said thirty (30) day period ends; and further provided that the time
limitations and further notice provisions contained in Section 8.5(b) shall not
apply. For purposes of determining the balance in the Limited Partner's Capital
Account as of the close of such month, the General Partner shall close the
Partnership's books and allocate Net Profits and Net Losses as of such date.
Upon such redemption, such Limited Partner shall have only such rights and be
obligated to only such liabilities as may otherwise be provided in this
Agreement.

    (b) If, at the close of any month during the term of the Partnership, the
aggregate total of Units held by all ERISA Limited Partners would represent more
than 24.9 percent of the aggregate total of Units held by all Limited Partners
(regardless of the reason for such overage), the number of Units held by each
ERISA Limited Partner shall be reduced and redeemed in sufficient amounts so
that the sum of all Units held by all ERISA Limited Partners does not exceed
24.9 percent of the aggregate total of Units held by all Limited Partners. The
amount of any such reduction shall be paid, within 5 business days of such
reduction, to the appropriate Limited Partners as though the amount had been
withdrawn pursuant to Section 8.5. The Units held by all ERISA Limited Partners
shall be reduced and redeemed by the same percentage in order to fund the
reduction provided for by this Section. Operation of this Section 8.7(b) and the
reductions and redemptions contemplated hereby are expressly consented to by
each ERISA Limited Partner.

                                   ARTICLE IX
                         ALLOCATIONS AND DISTRIBUTIONS

    SECTION 9.1.  ALLOCATION OF NET PROFITS AND NET LOSSES

    (a) ALLOCATIONS BETWEEN LIMITED PARTNERS AND GENERAL PARTNER. Net Profits
and Net Losses of the Partnership shall be allocated among the Partners during
each Accounting Period as follows: First, if the closing date of any Accounting
Period is also the end of a fiscal year, the amount of the General Partner
Profit Allocation (as defined in Section 11.2), if any, shall be allocated to
the General Partner. After the allocation, if any, as provided for in the
immediately preceding sentence, and subject to the allocation described in
paragraph (1) of Section 9.1(b) and to the adjustment described in
paragraph (2) of Section 9.1(b), 100% of all Net Profits and Net Losses of the
Partnership shall be allocated to the Limited Partners.

    (b) ALLOCATION AMONG LIMITED PARTNERS. Any Net Profits or Net Losses which
are allocated to the Limited Partners pursuant to Section 9.1(a) shall, except
as provided in paragraph (1) of this Section 9.1(b), be allocated among them in
the proportion which the number of Units held by each such Limited Partner on
the first day of the relevant Accounting Period bears to the total of all Units
held by all Limited Partners on such date.

        (1) Notwithstanding the provisions of Section 9.1(a), any withdrawing
    Limited Partner who has been allocated Net Losses ("Unrecovered Losses") in
    one or more prior Accounting Periods shall be allocated 100% of all later
    generated Net Profits to the extent of such Unrecovered Losses. Once Net

                                      A-9
<PAGE>
    Profits are allocated with respect to any Unrecovered Losses, a further
    allocation of Net Profits shall not be made. Any allocation of Net Profits
    to withdrawing Limited Partners having Unrecovered Losses pursuant to this
    paragraph (1) shall be made pro-rata among such Limited Partners in
    accordance with their respective share of such Unrecovered Losses.

        (2) If Net Profits or Net Losses are to be allocated in any Accounting
    Period other than a fiscal year, the provisions of Section 9.1(a) shall be
    modified as follows: The total Capital Contributions of all Limited Partners
    as at the beginning of that Accounting Period shall be first divided by
    twelve, and the remainder shall then be multiplied by the number of months
    in the applicable Accounting Period.

    SECTION 9.2.  DISTRIBUTIONS

    (a) Subject to the limitations set forth in Section 9.2(b), the Partnership
may distribute such portion of the Net Profits during each Accounting Period as
the General Partner, in its sole and absolute discretion, shall determine from
time to time. However, the General Partner's and Partnership's general policy
shall be to not make any Distributions. Except to the extent provided in
Section 11.2, the amount of all Distributions to Limited Partners shall be
computed and paid to each of the Limited Partners in the proportion which the
number of Units held by each such Limited Partner on the first day of the
relevant Accounting Period bears to the total of all Units held by all Limited
Partners on such date.

    (b) Before making any Distribution, the Partnership must have available to
it unencumbered funds sufficient for such Distribution after taking into account
the amounts necessary to provide a reasonable reserve for the continuing conduct
of the business of the Partnership and to provide the Partnership with normal
working capital. The amount of such reserve shall be determined by the General
Partner in its sole and absolute discretion and shall include such funds as the
General Partner deems reasonably necessary or appropriate in order to meet the
foreseeable requirements of the Partnership for the Accounting Period in which
the Distribution is to be made.

    SECTION 9.3.  FEDERAL INCOME TAX ALLOCATIONS

    (a) The Partnership's income and expense and capital gain or loss from its
investment and trading operations shall be allocated among the Partners pursuant
to the following subparagraphs for federal income tax purposes. Allocations
shall be pro rata from (i) short-term gain or loss and (ii) long-term capital
gain or loss and (iii) operating income or loss realized and recognized by the
Partnership.

        (1) Subject to Section 9.3(a)(3), items of ordinary income and items of
    expense shall be allocated pro rata among the Partners based on their
    respective Capital Accounts as of the end of each Accounting Period in which
    the items of ordinary income and expense accrue, after taking into account
    the allocation of Management Fees attributable to such Partner.

        (2) Capital gain or loss from the Partnership's trading activities shall
    be allocated as follows:

            (i) There shall be established a tax basis account with respect to
       each outstanding Partnership Interest. The initial balance of each tax
       basis account shall be the amount paid to the Partnership for each
       Partner's Partnership Interest. As of the end of each fiscal year:

               (A) Each tax basis account shall be increased by the amount of
           income allocated to the Partners pursuant to subparagraphs (a)(1) and
           (a)(4) of this Section 9.3.

               (B) Each tax basis account shall be decreased by the amount of
           expense or loss allocated to the Partner or his assignee pursuant to
           subparagraphs (a)(1) and (a)(6) of this Section 9.3 and by the amount
           of any distribution received by the Partner or his assignee with
           respect to the Partnership Interest, other than on redemption of the
           Partnership Interest.

               (C) When a Partnership Interest is redeemed, the tax basis
           account attributable to such Partnership Interest or redeemed portion
           of such Partnership Interest shall be eliminated.

                                      A-10
<PAGE>
        (3) Capital gain shall be allocated first to each Partner who has
    redeemed a Partnership Interest during the fiscal year up to any excess of
    the amount received upon redemption of the Partnership Interest over the tax
    basis account maintained for the redeemed Partnership Interest.

        (4) Capital gain remaining after the allocation in subparagraph (a)(3)
    shall be allocated among the Partners whose Capital Accounts are in excess
    of their tax basis accounts after the adjustments in subparagraph (a)(3) in
    the ratio that each such Partner's excess bears to all such Partners'
    excesses. If the gain to be so allocated is greater than the excess of all
    such Partners' Capital Accounts over all such tax basis accounts, the excess
    shall be allocated among all Partners in the ratio that each Partner's
    Capital Account bears to all Partners' Capital Accounts.

        (5) Capital loss (if the capital loss so allocated is insufficient)
    shall be allocated first to each Partner who has redeemed a Partnership
    Interest during a fiscal year up to any excess of the tax basis account
    maintained for the redeemed Partnership Interest over the amount received
    upon redemption of the Partnership Interest.

        (6) Capital loss remaining after the allocation in subparagraph (a)(5)
    shall be allocated among all Partners whose tax basis accounts are in excess
    of their Capital Accounts after the adjustments in subparagraph (a)(5) in
    the ratio that each such Partner's excess bears to all such Partners'
    excesses. If the loss to be so allocated is greater than the excess of all
    tax basis accounts over all Partners' Capital Accounts, the excess loss
    shall be allocated among all Partners in the ratio that each Partner's
    Capital Account bears to all Partner's Capital Accounts.

        (7) Any gain or loss required to be taken into account in accordance
    with Section 1256 of the Code shall be considered a realized gain or loss
    for purposes of this Section 9.3.

    (b) In the event that a Partnership Interest has been assigned, the
allocations prescribed by this Section 9.3 shall be made with respect to such
Partnership Interest without regard to the assignment, except that in the year
of assignment the allocations prescribed by this Section 9.3 shall be divided
between the assignor and the assignee based on the number of months each held
the assigned Partnership Interest.

    (c) The allocations set forth in this Section 9.3 are intended to allocate
taxable profit and loss among Partners generally in the ratio and to the extent
that Net Profit and Net Loss are allocated under Section 9.1 so as to eliminate,
to the extent possible, any disparity between a Partner's Capital Account and
his tax basis account with respect to each Unit then outstanding, consistent
with the principles set forth in Section 704(b) of the Code and the Treasury
Regulations promulgated thereunder.

    (d) Notwithstanding anything herein to the contrary, in the event that at
the end of any Partnership taxable year, any Limited Partner's tax basis is
adjusted for, or such Limited Partner is allocated, or there is distributed to
such Limited Partner, any item described in Treasury Regulation
Section 1.704-(b)(2)(ii)(d)(4), (5) or (6) in an amount not reasonably expected
at the end of such year, and such treatment creates a deficit balance in such
Limited Partner's tax basis, then such Limited Partner shall be allocated all
items of income and gain of the Partnership for such year and for all subsequent
taxable years of the Partnership until such deficit balance has been eliminated.
In the event that any such unexpected adjustments, allocations or distributions
create a deficit balance in the tax basis accounts of more than one Limited
Partner in any Partnership taxable year, all items of income and gain of the
Partnership for such taxable year and all subsequent taxable years shall be
allocated among all such Limited Partners in proportion to their respective
deficit balances until such deficit balances have been eliminated. Upon the
dissolution and termination of the Partnership, the General Partner must
contribute to the Partnership an amount equal to any deficit balance in its tax
basis account. This paragraph is intended to constitute a "qualified income
offset" within the meaning of Treasury Regulation Section 1.704-1(b)(2)(ii)(d)
and shall be interpreted in a manner consistent therewith. Under no
circumstances shall any Limited Partner be obligated to the Partnership to
restore any deficit balance in his tax basis account.

                                      A-11
<PAGE>
    SECTION 9.4.  SECTION 754 ELECTION

    The General Partner may, in its sole and absolute discretion, make an
election on behalf of the Partnership under Section 754 of the Code to adjust
the tax basis of its assets.

    SECTION 9.5.  FISCAL YEAR

    Except as otherwise required by the Code, the fiscal year of the Partnership
shall be the calendar year.

                                   ARTICLE X
                         MANAGEMENT OF THE PARTNERSHIP

    SECTION 10.1.  POWERS OF THE GENERAL PARTNER

    (a) The General Partner shall have exclusive authority to manage the
operations and affairs of the Partnership and to make all decisions regarding
the business of the Partnership. Pursuant to the foregoing, it is understood and
agreed that the General Partner shall have all of the rights and powers of a
general partner as provided in the Act and as otherwise provided by law and any
action taken by the General Partner shall constitute the act of and serve to
bind the Partnership. In dealing with the General Partner acting on behalf of
the Partnership, no person shall be required to inquire into the authority of
the General Partner to bind the Partnership. Persons dealing with the
Partnership are entitled to rely conclusively on the power and authority of the
General Partner as set forth in this Agreement. The General Partner is hereby
granted the right, power and authority to execute and deliver on behalf of the
Partnership such documents or instruments relating to Partnership affairs as may
be appropriate to the conduct of Partnership business including, without
limitation, the Agreement, applications or reports to or with the Commodity
Futures Trading Commission (the "CFTC), the SEC, state securities commissions
and with any boards of trade and other national securities or commodity
exchanges and contract markets, consulting agreements, and any amendments
thereto, and to execute all other agreements, documents, or instruments
necessary for proper conduct of the affairs of the Partnership. Further, the
General Partner in its sole and absolute discretion shall have the power on
behalf of the Partnership:

         (1) To engage in all transactions involving Partnership activities on
    or off securities or commodity exchanges or contract markets on which the
    Partnership shall be authorized to be so engaged;

         (2) To acquire or invest and reinvest funds in government securities
    (as that term is defined in the 1940 Act), foreign exchange, Eurodollar
    deposits, certificates of deposit, futures contracts, currencies, precious
    metals, commodities, commodity instruments, cash forward transactions and
    options traded on commodity exchanges (collectively, "Instruments");

         (3) To borrow and to raise monies and, from time to time, to issue,
    accept, endorse, and execute promissory notes, drafts, bills of exchange,
    bonds, debentures and other negotiable or nonnegotiable instruments or
    evidences of indebtedness in the name of the Partnership, and to secure the
    payment of any other instrument of lien, conveyance or assignment in trust
    upon the whole or any part of the property of the Partnership, whether at
    that time owned or thereafter acquired, with the provision that no creditor
    making a loan may have or acquire, at any time, as a result of making the
    loan, any direct or indirect interest in the profits, capital or property of
    the Partnership other than as a secured creditor;

         (4) To make such arrangements with respect to bank accounts and to
    authorize signatures for checks, notes and other instruments of the
    Partnership as it shall deem appropriate;

         (5) To employ, on behalf of the Partnership, a Subscription Agent,
    selling brokers, floor brokers and traders, agents, consultants, advisers,
    employees, accountants, lawyers, brokers, clerical help, and to obtain such
    other assistance and services as may seem proper and to pay such

                                      A-12
<PAGE>
    remuneration as the General Partner may deem reasonable and appropriate but
    not in excess of any other limitations set forth in this Agreement, whether
    or not such assistance or services are rendered by an Affiliate;

         (6) To enter into such agreements with futures commission merchants,
    introducing brokers, government securities dealers, broker-dealers and
    dealers (collectively "brokers") upon such terms and conditions as may be
    necessary or desirable;

         (7) To deposit with any such futures commission merchants and brokers,
    Instruments and cash on behalf of the Partnership; and to borrow money or
    execute margin agreements in connection with the purchase or sale of any of
    the instruments or contracts described in Article IV;

         (8) To possess, transfer, mortgage, pledge or otherwise deal in, and to
    exercise all rights, powers, privileges and other incidents of ownership or
    possession with respect to, Instruments;

         (9) To sue, and be sued, complain and defend, compromise and settle
    claims in the name of, or on behalf of, the Partnership;

        (10) To have and maintain one or more offices within or without the
    State of Illinois and to rent or acquire office space, engage personnel and
    do such other acts and things as may be necessary or desirable in the
    maintenance of such office or offices;

        (11) To enter into, make and perform contracts, agreements, and other
    undertakings to the extent necessary or desirable in the accomplishment of
    Partnership purposes;

        (12) To make representations and disclosures of information concerning
    the Partnership and the Partners; to pay required fees and dues and to
    perform all such additional undertakings to the extent necessary or
    desirable in connection with such applications;

        (13) In connection with any offering of Units, to: (i) cause to be filed
    one or more offering statements or registration statements and related
    documentation, and all amendments thereto, with the SEC, the National
    Association of Securities Dealers, Inc. ("NASD") and/or any other domestic
    or foreign authorities for the registration and offering of Units in the
    United States or elsewhere and one or more offering circulars or
    prospectuses and amendments and supplements thereto with the CFTC and the
    National Futures Association (the "NFA"); (ii) register or otherwise qualify
    Units for offering and sale under the "blue sky" and/or securities laws of
    any states of the United States and other domestic or foreign jurisdictions;
    (iii) make all arrangements for the offering and sale of Units, including,
    without limitation, the execution on behalf of the Partnership of a
    soliciting dealer agreement with one or more soliciting dealers for the
    offer and sale of the Units; and (iv) take all such action with respect to
    the matters described in the preceding clauses (i) through (iii) as the
    General Partner deems appropriate;

        (14) To take all such action as the General Partner deems appropriate to
    avoid the requirement that the Partnership register as an investment company
    under the 1940 Act; and

        (15) To do all such other things and engage in all other transactions,
    including the borrowing and lending of money and other property, as the
    General Partner shall deem necessary or appropriate to the exercise of the
    foregoing powers or to carry out the purpose of the Partnership, though not
    expressly enumerated herein. No rule of law for construction of contracts
    shall limit the powers of the General Partner to the powers specifically
    enumerated herein.

    SECTION 10.2.  ADDITIONAL LIMITED PARTNERS

    The General Partner shall have the authority and right to admit Additional
Limited Partners and Substituted Limited Partners in accordance with the
procedures provided for in Section 8.3, in its sole and absolute discretion. By
executing or otherwise adopting this Agreement, each Limited Partner shall be
deemed to have consented to the admission of all Additional Limited Partners
admitted to the Partnership by the General Partner.

                                      A-13
<PAGE>
    SECTION 10.3.  DUTIES

    The General Partner shall manage and control the Partnership, its business
and affairs, to the best of its ability and shall use its best efforts to carry
out the business of the Partnership as set forth in Article IV. The General
Partner shall devote such time to the Partnership business as it, in its sole
and absolute discretion, shall deem to be necessary to manage and supervise the
Partnership business and affairs in an efficient manner; provided, however, that
nothing in this Agreement shall preclude the employment, of any agent or third
party to manage or provide other services to the Partnership.

    The General Partner may delegate its responsibility, in whole or in part,
for the investment of the Partnership's assets to one or more qualified trading
advisors and may delegate trading discretion to such persons. If the General
Partner elects to direct trading for the Partnership itself, the General Partner
may nonetheless render advisory services to other clients or accounts and may
employ and use the same trading strategies which are utilized in managing the
Partnership's investments. However, the General Partner agrees and represents
that any such other services will not affect its capacity to continue to render
services to the Partnership of the quality and nature contemplated by this
Agreement. If the General Partner determines to delegate its responsibility for
trading decisions to one or more trading advisors, it may negotiate and enter
into one or more management agreements with the advisor(s) on behalf of the
Partnership, including a management agreement under which the General Partner is
one of the advisors.

    SECTION 10.4.  INDEPENDENT ACTIVITIES OF THE GENERAL PARTNER

    The General Partner shall not be required to manage the Partnership as its
sole and exclusive function and the General Partner as well as any one or more
of the Affiliates of the General Partner may have other business interests and
may engage in other activities in addition to those relating to the Partnership,
including the rendering of advice or services of any kind to other investors and
the making or management of other investments and/or trading vehicles, including
those similar to those of the Partnership. Neither the Partnership nor any
Partner shall have any interest or right by virtue of this Agreement or the
partnership relationship created hereby in or to such other ventures or
activities or to the income or proceeds derived therefrom; and the pursuit of
such ventures, even if competitive with the business of the Partnership, shall
not be deemed wrongful or improper.

    The parties hereto further expressly acknowledge that the engagement of any
Partners in such other activities shall not be considered a breach of any
fiduciary or other duty such Partner may have to the Partnership or to the other
Partners. The General Partner, on behalf of the Partnership, may employ from
time to time an Affiliate to provide services for or to the Partnership, or may
enter into other agreements or arrangements with any such person, provided that
the General Partner shall not enter into any agreement or arrangement with the
General Partner or one or more Affiliates on terms less favorable to the
Partnership than those customarily charged by an unrelated party for similar
services. The validity of any transaction, agreement or payment involving the
Partnership and an Affiliate otherwise permitted by the terms of this Agreement
shall not be affected by reason of the relationship between a General Partner
and such Affiliate.

    SECTION 10.5.  TAX MATTERS PARTNER

    The General Partner shall, initially, be the Partnership's Tax Matters
Partner, and shall have complete authority and discretion with respect to all
federal and state tax matters, including, without limitation, conducting all
audits and other proceedings with the Internal Revenue Service, settlement of
all tax controversies, selection of the forum for any contest relating thereto
and employment of all auditors and attorneys. The Tax Matters Partner will keep
the Partners advised of the status thereof. The General Partner may appoint
successor or substituted Tax Matters Partner(s) in its sole discretion.

    SECTION 10.6.  LIMITED PARTNER INTEREST OF GENERAL PARTNER

    The General Partner and any Affiliates of the General Partner shall have the
right to become Limited Partners of the Partnership by making appropriate
Capital Contributions and purchasing Units, as provided in Article VIII.

                                      A-14
<PAGE>
                                   ARTICLE XI
                        COMPENSATION OF GENERAL PARTNER

    SECTION 11.1.  MANAGEMENT FEE

    (a) In consideration for all of its management and trading services, the
General Partner will receive a monthly "Management Fee" of 0.1875% of the
average monthly sum of all Capital Accounts contributed by Limited Partners,
computed at the close of each month. The Management Fee shall be paid by the
Partnership within ten (10) business days of the close of each month.

    (b) Except to the extent provided for in Section 11.3, the General Partner
will satisfy ordinary overhead expenses of the Partnership from the Management
Fee.

    (c) For federal income tax purposes, the above compensation shall be treated
as ordinary and necessary expenses of the Partnership paid to the General
Partner (not acting in its capacities as Partner) in accordance with
Section 707(a) of the Code.

    SECTION 11.2.  GENERAL PARTNER PROFIT DISTRIBUTION

    For each fiscal year of the Partnership, the General Partner shall receive
the General Partner Profit Distribution. The General Partner Profit Distribution
shall be an amount equal to the excess, if any, of (i) one percent (1%) of the
Cumulative Net Profits of the Partnership, over (ii) the sum of (A) the
Management Fee for such fiscal year, and (B) any prior General Partner Profit
Distributions made pursuant to this Section 11.2. For this purpose, the
Cumulative Net Profits of the Partnership shall be equal to the excess, if any,
of (iii) the Net Profits, if any, of the Partnership for the current fiscal year
and each prior fiscal year or other fiscal period of the Partnership; over
(iv) the sum of (A) the Net Losses, if any, of the Partnership for the current
fiscal year and each prior fiscal year or other fiscal period of the
Partnership, and (B) the sum total of all of the Management Fees paid or payable
with respect to the current fiscal year and each prior fiscal year or other
fiscal period of the Partnership. The General Partner Profit Distribution shall
be treated as an allocation and distribution of Partnership profits to the
General Partner in its capacity as a Partner in the Partnership.

    SECTION 11.3.  PARTNERSHIP EXPENSES

    Notwithstanding Section 11.1, the Partnership (and not the General Partner)
shall pay (i) any expenses reasonably incurred in connection with the transfer,
withdrawal, purchase or sale of Units, which shall include, without limitation,
professional legal, accounting and/or transfer agent fees in connection with the
disposition of Units; and (ii) any and all brokerage commissions, clearing house
charges, exchange or regulatory fees and similar charges attendant to the
execution of futures or forwards trades (but not with respect to the execution
of trades in United States Government Securities) by the Partnership.

                                  ARTICLE XII
                        EXCULPATION AND INDEMNIFICATION

    SECTION 12.1.  LIABILITY TO PARTNERSHIP OR LIMITED PARTNERS


    (a) None of the Partners shall be liable, responsible or accountable in
damages or otherwise to the Partnership or any other Partner for any action
taken or failure to act on behalf of the Partnership within the scope of the
authority conferred on the Partners by this Agreement or by law unless such act
or omission constituted misconduct or was performed or omitted fraudulently or
in bad faith or constituted negligence.


    (b) None of the Partners shall be liable for the return or repayment of all
or any portion of the capital or profits, including a Partner's Capital
Contribution and Capital Account, of any Partner (or transferee), it being
expressly agreed that any such return of capital or payment of profits made
pursuant to this Agreement shall be made solely from the assets (which shall not
include any right of contribution from the General Partner) of the Partnership.

                                      A-15
<PAGE>
    SECTION 12.2.  INDEMNIFICATION


    (a) The Partnership shall indemnify and hold harmless each Partner (as well
as each Member, manager, agent, officer or employee of the General Partner and
each Partner, Trustee, Officer or Director of a Member of the General Partner,
when acting on behalf of the Partnership or in connection with, Partnership
business) from and against any loss, expense, damage or injury suffered or
sustained by them by reason of any acts, omissions or alleged acts or omissions
arising out of their activities on behalf of the Partnership or in furtherance
of the interests of the Partnership, or the issuance and sale of Units including
but not limited to any judgment, award, settlement, attorney's fee and other
cost or expense incurred in connection with the defense of any actual or
threatened action, proceeding or claim; if the acts, omissions or alleged acts
or omissions upon which such actual or threatened action, proceeding or claim is
based were for a purpose reasonably believed to be in the best interests of the
Partnership and did not constitute misconduct or were not performed or omitted
fraudulently or in bad faith or as a result of negligence by the Partners. Any
such indemnification shall be only from the assets of the Partnership.


    (b) The Partnership shall indemnify and hold harmless each Limited Partner
from and against any expense, including reasonable attorney's fees, incurred in
connection with the defense of any actual or threatened action, proceeding or
claim arising from the personal liability of any Limited Partners to creditors
of the Partnership, except to the extent provided in Section 8.5(f) for debts,
liabilities and other obligations of the Partnership.

                                  ARTICLE XIII
                                LIMITED PARTNERS

    SECTION 13.1.  NO ROLE IN MANAGEMENT

    The Limited Partners shall not participate in the management or control of
the Partnership's business nor shall they transact any business for the
Partnership, nor shall they have the power to act for or bind the Partnership,
such powers being vested solely and exclusively in the General Partner.

    SECTION 13.2.  BANKRUPTCY, DEATH OR INCOMPETENCY

    The termination, dissolution, bankruptcy (as defined in Section 16.2), death
or incompetency (as defined in Section 14.3) of a Limited Partner shall not
cause a dissolution of the Partnership, but the right of such Limited Partner to
share in the Net Profits and Net Losses of the Partnership shall, on the
happening of such an event, devolve on its legal representatives, heirs,
administrators, executors or successors, subject to the terms and conditions of
this Agreement, and the Partnership shall continue as a limited partnership. The
legal representatives, heirs, administrators, executors or successors of such
Limited Partner shall be liable for all the obligations of such Limited Partner
under this Agreement. However, in no event shall such representatives, heirs,
administrators, executors or successors become a Limited Partner without the
consent of the General Partner.

    SECTION 13.3.  LIMITED LIABILITY OF LIMITED PARTNERS

    Upon acceptance of a Limited Partner's Subscription Agreement by the General
Partner and receipt by the General Partner of the entire Capital Contribution of
that Limited Partner, the interest in the Partnership owned by that Limited
Partner shall be fully paid and nonassessable. Except as provided under the Act,
no Limited Partner shall be liable for Partnership obligations in excess of the
capital contributed by him, plus his share of undistributed Net Profits credited
to his Capital Account.

                                  ARTICLE XIV
                   TRANSFER OF INTERESTS BY LIMITED PARTNERS

    SECTION 14.1.  RESTRICTION ON TRANSFERS

    A Limited Partner may not sell, transfer, assign, donate or otherwise convey
the whole or any part of his Partnership Interest except as provided in this
Article XIV.

                                      A-16
<PAGE>
    SECTION 14.2.  BANKRUPTCY, DEATH OR INCOMPETENCY

    Upon the termination, dissolution, bankruptcy (as defined in Section 16.2),
death or incompetency (as defined in Section 14.3) of a Limited Partner, the
legal representatives, heirs, administrators, executors or successors
(hereinafter "Representative") shall succeed to the right of the Limited Partner
to share in the Net Profits and Losses of the Partnership, subject to the terms
and conditions of this Agreement. At the end of the Accounting Period in which
the termination, dissolution, bankruptcy, death or incompetency occurs, the
interest of the referenced Limited Partner shall be redeemed completely in the
manner provided in Section 8.5.

    SECTION 14.3.  DEFINITION OF INCOMPETENCY

    For purposes of this Agreement, a Partner shall be considered "incompetent"
upon the appointment by a court of a guardian, committee, conservator, curator
or similar personal representative to manage his property, business and affairs.

    SECTION 14.4.  ADMISSION OF SUBSTITUTED LIMITED PARTNERS

    (a) Anything in this Agreement to the contrary notwithstanding, no assignee
of the whole or any portion of a Limited Partner's interest in the Partnership
shall have the right to become a Substituted Limited Partner in place of his
assignor unless the assigning Limited Partner shall designate his intention in a
written instrument of assignment and unless the written consent of the General
Partner to such substitution shall be obtained (which consent shall be within
the sole and absolute discretion of the General Partner to grant or deny).

    (b) Notwithstanding the granting of the aforementioned consent by the
General Partner, the admission of an assignee as a Substituted Limited Partner
shall be further conditioned upon:

        (1) The assignment instrument being in form and substance reasonably
    satisfactory to the General Partner;

        (2) The assignor and assignee named therein executing and acknowledging
    such other instrument or instruments as the General Partner may deem
    necessary or desirable to effectuate such admission;

        (3) The assignee's written acceptance and adoption of all of the terms
    and provisions of this Agreement as the same may have been amended;

        (4) The assignee's execution of a Power of Attorney in the form
    described in Article XXI;

        (5) Such assignee paying or obligating himself to pay all reasonable
    expenses connected with such admission (the amount of such expenses to be
    determined by the General Partner); and

        (6) The submission to the General Partner of an opinion of counsel, in
    form and substance satisfactory to the General Partner, that the transfer of
    the interest in the Partnership and the admission of the Substituted Limited
    Partner, will not cause a violation of any applicable securities laws, cause
    a termination of the Partnership pursuant to the Code or cause the
    Partnership to be classified as an association taxable as a corporation.

    (c) In no event shall an interest in the Partnership be assigned or
transferred to a minor or incompetent. Any such transfer shall be void and
ineffectual and shall not bind the Partnership.

                                   ARTICLE XV
                 WITHDRAWAL OR SUBSTITUTION OF GENERAL PARTNER

    SECTION 15.1.  WITHDRAWAL OF A GENERAL PARTNER

    (a) The General Partner may not withdraw as General Partner prior to
January 1, 2005. Thereafter, no withdrawal shall be effective unless and until
the withdrawing General Partner tenders at least one hundred twenty (120) days'
prior written notice of withdrawal to all the then Partners. If the General
Partner withdraws as General Partner and the Limited Partners elect to continue
the Partnership, the

                                      A-17
<PAGE>
withdrawing General Partner shall pay all expenses incurred as a result of its
withdrawal. In the event of removal or withdrawal of the General Partner, the
General Partner is entitled to a redemption of its interest in the Partnership
at its Net Asset Value on the next date as of which the Net Assets of the
Partnership are determined following the date of the General Partner's removal
or withdrawal.

    (b) If the General Partner should, at any time, be an individual, such
General Partner may, at any time, substitute for himself as a General Partner,
any entity in which he has not less than a 75% beneficial ownership interest in
the substituted entity and any General Partner which is an entity may, at any
time, substitute for itself any individual who has at least a 75% beneficial
interest in such entity.

    (c) In any substitution provided for in paragraph (b) of this Section 15.1,
the substituting Partner must agree in writing to (i) continue to fully perform,
as the designated representative of such entity, his or its duties and
responsibilities and (ii) maintain such ownership interest as long as such
individual or entity is a Partner.

                                  ARTICLE XVI
                         DISSOLUTION OF THE PARTNERSHIP

    SECTION 16.1.  DISSOLUTION EVENTS

    The happening of any one of the following events shall work an immediate
dissolution of the Partnership:

        (1) The bankruptcy (as defined in Section 16.2) or withdrawal from the
    Partnership of the General Partner;

        (2) The disposition of all or substantially all of the Partnership's
    assets;

        (3) The decision by the General Partner to dissolve the Partnership;

        (4) The agreement by Limited Partners holding more than fifty percent
    (50%) of the then outstanding Partnership Interests owned by Limited
    Partners to dissolve the Partnership (subject to the provisions of
    Section 22.1); or

        (5) The expiration of the term of the Partnership as provided in
    Article VI.

    SECTION 16.2.  DEFINITION OF BANKRUPTCY

    For purposes of this Agreement, the "bankruptcy" of a Partner shall be
deemed to have occurred upon the happening of any of the following: (i) the
filing of an application by the Partner for, or a consent to, the appointment of
a trustee of his assets, (ii) the filing by the Partner of a voluntary petition
in bankruptcy or the filing of a pleading in any court of record admitting in
writing his inability to pay his debts as they come due, (iii) the making by the
Partner of a general assignment for the benefit of creditors, (iv) the filing by
the Partner of an answer admitting the material allegations of, or his
consenting to, or defaulting in answering, a bankruptcy petition filed against
him in any bankruptcy proceeding, or (v) the entry of an order, judgment or
decree by any court of competent jurisdiction adjudicating the Partner a
bankrupt or appointing a trustee for his assets.

                                  ARTICLE XVII
        ADDITIONAL PROVISIONS CONCERNING DISSOLUTION OF THE PARTNERSHIP

    SECTION 17.1.  LIQUIDATION OF PARTNERSHIP PROPERTY

    (a) In the event of the dissolution of the Partnership, the General Partner
shall commence to wind up the affairs of the Partnership and to liquidate the
Partnership's property. The Partners shall continue to share Net Profits and Net
Losses during the period of liquidation in the same proportion as before the
dissolution. The General Partner shall have full right and unlimited discretion
to determine the time, manner and terms of any sale or sales of Partnership
property, including securities positions, in a prompt, reasonable and orderly
manner, having due regard to the activity and condition of the relevant

                                      A-18
<PAGE>
market and general financial and economic conditions. The proceeds of the
liquidation and of any other funds of the Partnership shall be distributed and
allocated among all Partners in proportion to the credit balances in their
respective Capital Accounts, after all allocations of Net Profits and Net Losses
earned and incurred in the course of liquidation, pursuant to Article IX. The
General Partner shall set up such cash reserves as it may deem reasonably
necessary for any contingent or unforeseen liabilities or obligations of the
Partnership. Any such cash reserves shall be held and applied by the General
Partner until the General Partner in its sole and absolute discretion shall
determine that such reserves may be terminated, at which time the balance shall
be allocated among all Partners in proportion to the credit balances in their
respective Capital Accounts.

    (b) If, at the appropriate time, there is no General Partner, a majority of
the Limited Partners, voting by Units, may elect a liquidating trustee who shall
have all of the powers of a General Partner in liquidating the Partnership. For
purposes of this Article 17 only, the term "General Partner" shall also include
any such liquidating trustee.

    SECTION 17.2.  FINAL ACCOUNTING

    Within a reasonable time following the completion of the liquidation of the
Partnership's Property, the General Partner shall supply to each of the Partners
a statement, audited by the Partnership's regular independent public
accountants, which shall set forth the assets and the liabilities of the
Partnership as of the date of complete liquidation and each Partner's pro rata
portion of Distributions pursuant to Section 17.1.

    SECTION 17.3.  RIGHTS OF PARTNERS ON LIQUIDATION

    Each Partner shall look solely to the assets of the Partnership for all
distributions with respect to the Partnership and his Capital Contribution
thereto and share of Net Profits or Losses thereof, and shall have no recourse
therefor (upon dissolution or otherwise) against the General Partner or any
Limited Partner. No Partner shall have any right to demand or receive property
other than cash upon dissolution and termination of the Partnership, except as
otherwise determined by the General Partner.

    SECTION 17.4.  FILING FINAL DOCUMENTS

    Upon the completion of the liquidation of the Partnership and the
distribution of all Partnership funds, the Partnership shall terminate and the
General Partner, shall have the authority to execute and record a Certificate of
Cancellation of the Partnership, as well as any and all other documents required
to effectuate the dissolution and termination of the Partnership.

                                 ARTICLE XVIII
                                    NOTICES

    All notices and demands required or permitted under this Agreement shall be
in writing and may (except in the event of a strike involving the U.S. Postal
Service) be sent by certified or registered mail, postage prepaid, to the
Partners at their addresses as shown from time to time on the records of the
Partnership. Any Partner may specify a different address by notifying the
General Partner in writing of such different address.

                                  ARTICLE XIX
                    BOOKS OF ACCOUNT, ACCOUNTING AND REPORTS

    SECTION 19.1.  BOOKS OF ACCOUNT AND MONTHLY REPORT


    The General Partner shall keep proper and complete records and books of
account of the Partnership in which shall be entered fully and accurately all
transactions and other matters relative to the Partnership's business as are
usually entered into records and books of account maintained by persons engaged
in businesses of a like character. The records and books of account shall be
kept at the principal place of business of the Partnership and each Limited
Partner and his authorized representatives shall have at all times, during
reasonable business hours, free access to and the right to


                                      A-19
<PAGE>

inspect such books of account; provided that such inspection is made in good
faith and without any intent to damage the Partnership or any of the Partners.
The Partnership shall furnish, in person or by mail, a list of names and
addresses of, and Partnership Interests held by, all Partners, to any Limited
Partner or his representative who requests such a list in writing for any proper
purpose, the cost of reproduction and mailing of such to be borne by the
requesting Limited Partner and paid in advance. In addition, the General Partner
shall furnish to the Limited Partners monthly account statements reporting the
activities of the Partnership during such month. The general partner shall
maintain and preserve the above records for a period of at least five years.


    SECTION 19.2.  ANNUAL REPORT AND OTHER REPORTS


    The Partnership books and records shall be audited annually by independent
accountants. The Partnership will cause each Partner to receive (i) within
90 days after the close of each fiscal year, audited financial statements
including a balance sheet and statements of income and partners' equity for the
fiscal year then ended and the average round turn rate for the fiscal year, and
(ii) within 75 days after the close of each fiscal year, such tax information as
is necessary for each Partner to complete his or her federal income tax return.
Within 45 days after each fiscal quarter, the Partnership shall cause each
Partner to receive unaudited financial statements including a balance sheet and
statements of income and Partner's equity for the fiscal quarter then ended. In
addition, within 30 days after the end of each month the Partnership will
provide each Limited Partner with reports showing Net Assets and Net Asset Value
per Unit of Partnership Interest as of the end of such month, as well as
information relating to the advisory and brokerage fees and other expenses
incurred by the Partnership during such month. Both annual and monthly reports
shall include such additional information as the CFTC may require under the
Commodity Exchange Act to be given to participants in commodity pools such as
the Partnership. The General Partner shall calculate the Net Asset Value per
Unit of Partnership Interest daily and shall make such information available
upon the request of a Limited Partner for a purpose reasonably related to such
Limited Partner's interest as a limited partner in the Partnership. The General
Partner will submit to state securities law administrators any information which
such administrators require to be filed, including, but not limited to, copies
of the annual and monthly reports to be provided to Limited Partners.


    In addition, if any of the following events occur, notice of such event
shall be mailed to each Limited Partner within seven business days of the
occurrence of the event: (i) a decrease in the Net Asset Value of a Unit of
Partnership Interest to 50% or less of the Net Asset Value most recently
reported; (ii) any material change in contracts with advisors including any
change in advisors or any modification in connection with the method of
calculating the General Partner Profit Distribution; (iii) any change in futures
commission merchants of the Fund or any change in payment of brokerage
commissions on a round turn basis; (iv) any change in the General Partner;
(v) any material change in the Partnership's trading policies; or (vi) any other
material change affecting the compensation of any party. Any notice sent
pursuant to this paragraph will include a description of the Limited Partners'
voting rights and/or redemption rights under this Agreement.

    SECTION 19.3.  TAX RETURNS AND ELECTIONS

    The General Partner shall cause income tax returns for the Partnership to be
prepared and filed with the appropriate governmental authorities. Within
seventy-five (75) days after the close of each fiscal year of the Partnership,
the General Partner shall send to each person who was a Partner at any time
during the fiscal year then ended such information as will be sufficient to
prepare documents which may be required to be filed under Federal income tax
laws and other Federal laws. The General Partner shall, in its sole and absolute
discretion, make all elections under applicable provisions of the Code as shall
be necessary or, when optional, in the interest of the Partnership, and shall
timely file all such elections as made.

                                      A-20
<PAGE>
    SECTION 19.4.  PARTNERSHIP FUNDS

    The General Partner shall have fiduciary responsibility for the safekeeping
and use of all funds and assets of the Partnership, whether or not in its
immediate possesion or control, and shall not employ, or permit another to
employ such funds or assets in any manner except for the exclusive benefit of
the Partnership.

    The funds of the Partnership shall be deposited in such bank account or
accounts in the name of the Partnership, or invested in such interest-bearing or
non-interest-bearing investments, as shall be designated by the General Partner.
Amounts deposited in the Partnership accounts shall be used solely for the
business of the Partnership. All withdrawals from any such bank accounts and all
liquidations of such investments shall be made by the duly authorized agent or
agents of the General Partner. Partnership funds shall be separately identified
from those of any other person.

    The Partnership shall make no loans. Assets of the Partnership shall not be
commingled with assets of any other entity. Deposit of assets with a futures
commission merchant, broker-dealer or government securities dealer shall not
constitute commingling. Except as provided herein, no person may receive,
directly or indirectly, any fee for investment advice or management who shares
or participates in any brokerage commissions or fees from transactions for the
Partnership; no broker (including the General Partner and its affiliates) may
pay, directly or indirectly, rebates or "give ups" to any trading advisor; and
such prohibitions shall not be circumvented by any reciprocal business
arrangements.

    No loans shall be made available to the Partnership by the General Partner
or any of its affiliates.

                                   ARTICLE XX
              AMENDMENT OF LIMITED PARTNERSHIP AGREEMENT; MEETINGS

    SECTION 20.1.  AMENDMENT WITH CONSENT OF THE GENERAL PARTNER

    If at any time during the term of the Partnership the General Partner shall
deem it necessary or desirable to amend this Agreement (including the
Partnership's basic investment policies set forth in Article IV hereof), such
amendment shall be effective only if approved in writing by the General Partner
and by Limited Partners owning more than 50% of the Units of Partnership
Interest then outstanding and if made in accordance with the Act. Any such
supplemental or amendatory agreement shall be adhered to and have the same
effect from and after its effective date as if the same had originally been
embodied in and formed a part of this Agreement. The General Partner may amend
this Agreement without the consent of the Limited Partners in order to
(i) clarify any clerical inaccuracy or ambiguity or reconcile any inconsistency
(including any inconsistency between this Agreement and the Prospectus);
(ii) delete or add any provision of or to the Agreement required to be deleted
or added by the staff of any federal or state agency (including, without
limitation, the SEC or CFTC); or (iii) make any amendment to the Agreement which
the General Partner deems advisable (including but not limited to amendments
necessary to effect the allocations proposed herein or to change the name of the
Partnership), provided that such amendment is not adverse to the Limited
Partners or is required by law.

    SECTION 20.2.  MEETINGS

    Upon receipt of a written request signed by Limited Partners owning at least
10% of the Units of Partnership Interest then outstanding, delivered in person
or by certified mail, that a meeting of the Partnership be called to vote upon
any matter which the Limited Partners may vote upon pursuant to this Agreement,
the General Partner shall, by written notice, either in person or by certified
mail, to each Limited Partner of record mailed within fifteen days after receipt
of such request, call a meeting of the Partnership. Such meeting shall be held
at least thirty but not more than sixty days after the mailing of such notice,
and such notice shall specify the date, a reasonable place and time, and the
purpose of such meeting.

    SECTION 20.3.  AMENDMENTS AND ACTIONS WITHOUT CONSENT OF THE GENERAL
PARTNER.

    At any meeting called pursuant to Section 20.2, upon the approval by an
affirmative vote (which may be in person or by proxy) of Limited Partners owning
more than 50% of the outstanding Units of Partnership Interest, the following
actions may be taken: (i) this Agreement may be amended in accordance with the
Act; (ii) the Partnership may be dissolved; (iii) the General Partner may be
removed and a new General Partner may be admitted immediately prior to the
removal of the General Partner provided that the new General Partner of the
Partnership shall continue the business of the Partnership without dissolution;
(iv) if the General Partner elects to withdraw from the Partnership a new
General Partner or General Partners may be admitted immediately prior to
withdrawal of the General Partner provided that the new General Partner of the
Partnership shall continue the business of the Partnership

                                      A-21
<PAGE>
without dissolution; (v) any contracts with the General Partner, any of its
affiliates or any commodity trading advisor to the Partnership may be terminated
on sixty days' notice without penalty; and (vi) the sale of all the assets of
the Partnership may be approved.

    SECTION 20.4.  CONTINUATION.

    Upon the assignment by the General Partner of all of its interest in the
Partnership, or the withdrawal, removal, bankruptcy or any other event that
causes the General Partner to cease to be a general partner under the Act, the
Partnership is not dissolved and is not required to be wound up by reason of
such event if, within 90 days after such event, all remaining Partners agree in
writing to continue the business of the Partnership and to the appointment,
effective as of the date of such event, of a successor General Partner. In the
event of the withdrawal by the General Partner and the continuation of the
Partnership pursuant to this paragraph, the General Partner shall pay all
expenses incurred as a result of its withdrawal.

    SECTION 20.5.  AMENDMENT OF CERTIFICATE OF LIMITED PARTNERSHIP

    In the event this Agreement shall be amended pursuant to this Article XX,
the General Partner shall amend the Certificate of Limited Partnership to
reflect the change if it deems such amendment of the Certificate to be necessary
or appropriate.

                                  ARTICLE XXI

                               POWER OF ATTORNEY

    Each of the Limited Partners irrevocably constitutes and appoints the
General Partner, as its true and lawful attorney, in its name, place and stead,
to make, execute, acknowledge and file:

    (1) A Certificate of Limited Partnership under the laws of the State of
Illinois;

    (2) Any certificate or other instrument which may be required to be filed by
the Partnership, including an Application for an Assumed Name Certificate under
the laws of the State of Illinois (or any other state for which the General
Partner shall deem it advisable to file, upon advice of counsel); and

    (3) Any and all amendments or modifications of the instruments described
above; it being expressly intended by each of the Limited Partners that the
foregoing power of attorney is coupled with an interest. The foregoing power of
attorney shall survive the delivery of an assignment by any of the Limited
Partners of the whole or any portion of his Partnership Interest except that
where an assignee of such Partnership Interest has been approved by the General
Partner as a Substituted Limited Partner, then the foregoing power of attorney
shall survive the delivery of such assignment for the sole purpose of enabling
the General Partner to execute, acknowledge and file any and all instruments
necessary to effectuate such substitution. A similar power of attorney shall be
one of the instruments which the General Partner shall require an assignee of a
Limited Partner to execute as a condition of his admission as a Substituted
Limited Partner.

                                  ARTICLE XXII

                                 MISCELLANEOUS

    SECTION 22.1.  LIMITATION OF LIMITED PARTNERS' VOTING RIGHTS

    Notwithstanding any other provisions of this Agreement, the rights to vote
provided to the Limited Partners under this Agreement shall be null and void and
of no effect or existence and shall not be exercisable if the Partnership shall
have received an opinion of counsel (obtained by the General Partner or any
Limited Partner), other than counsel for the General Partner (unless such
counsel shall have been approved by Limited Partners holding more than half of
the then outstanding Partnership Interests owned by Limited Partners), to the
effect that the exercise of such rights will adversely affect the status of such
holders as Limited Partners, including their limited liability. If the General
Partner does not intend to obtain such opinion, it will so indicate by written
notice to the Limited Partners. If no such opinion has been obtained by a
Limited Partner within 15 days of such notice, the Limited Partners shall
proceed

                                      A-22
<PAGE>
with a vote on the particular contemplated action; provided, however, that the
approval of an opinion of counsel by the Limited Partners with respect to a
particular contemplated Partnership action shall not affect their rights to vote
on other future actions as provided in this Agreement.

    SECTION 22.2.  ENTIRE AGREEMENT

    This Agreement constitutes the entire agreement among the parties. It
supersedes any prior agreement or understandings among them, and it may not be
modified or amended in any manner other than as set forth herein.

    SECTION 22.3.  GOVERNING LAW

    This Agreement and the rights of the parties hereunder shall be governed by
and interpreted in accordance with the laws of the State of Illinois, without
regard to conflicts of law issues.

    SECTION 22.4.  BINDING ON SUCCESSORS AND ASSIGNS

    Except as herein otherwise specifically provided, this Agreement shall be
binding upon and inure to the benefit of the parties and their legal
representatives, heirs, administrators, executors, successors and assigns.

    SECTION 22.5.  SINGULAR AND PLURAL, MASCULINE AND FEMININE

    Wherever from the context it appears appropriate, each term stated in either
the singular or the plural shall include the singular and the plural, and
pronouns stated in either the masculine, the feminine or the neuter gender shall
include the masculine, feminine and neuter.

    SECTION 22.6.  CAPTIONS

    Captions contained in this Agreement are inserted only as a matter of
convenience and in no way define, limit or extend the scope or intent of this
Agreement or any provision hereof.

    SECTION 22.7.  SEVERABILITY

    If any provision of this Agreement, or the application of such provision to
any person or circumstance, shall be held invalid, the remainder of this
Agreement, or the application of such provision to persons or circumstances
other than those to which it is held invalid, shall not be affected thereby.

    SECTION 22.8.  COUNTERPARTS

    This Agreement may be executed in several counterparts, each of which shall
be deemed an original but all of which shall constitute one and the same
instrument. In addition, each Limited Partner may become a signatory to this
Agreement by executing a Subscription Agreement. By such execution, each Limited
Partner shall be deemed to have adopted, and to have agreed to be bound by, all
of the provisions of this Agreement. The original of this Agreement executed by
the General Partner and the Original Limited Partner, and the duly executed
Subscription Agreements, taken together, shall constitute a single instrument.

    SECTION 22.9.  FURTHER ASSURANCES

    Each of the Limited Partners agrees hereafter to execute, acknowledge,
deliver, file, record and publish such further certificates, instruments,
agreements and other documents and to take all such further action as may be
required by law or deemed by the General Partner to be necessary or useful in
furtherance of the Partnership's purposes and the objectives and intentions
underlying this Agreement and not inconsistent with the terms of this Agreement.

    IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date
first above written.

<TABLE>
<S>  <C>                                          <C>  <C>
Beeland Management Company, L.L.C.

By:  /s/ Richard L. Chambers                      By:  /s/ Clyde C. Harrison
     ------------------------------------------        ------------------------------------------
     Richard L. Chambers                               Clyde C. Harrison, as Original Limited
     Managing Member, As General Partner               Partner
</TABLE>

                                      A-23
<PAGE>
    Counterpart Signature Page to Amended and Restated Agreement of Limited
Partnership of Rogers International Raw Materials Fund, L.P. for the following
Limited Partners:

<TABLE>
<S>                                              <C>
----------------------------------------------   Address: -------------------------------------
Name
</TABLE>

                                      A-24
<PAGE>
                                   SCHEDULE A

GENERAL PARTNER

    Beeland Management Company, LLC
    1000 Hart Road
    Barrington, IL 60010

ORIGINAL LIMITED PARTNER

    Clyde C. Harrison
    510 Diamond Lane
    Cary, IL 60013
<PAGE>
                                                                  APPENDIX B
                                                                    SPECIMEN

                             SUBSCRIPTION AGREEMENT

                                      B-1
<PAGE>
                                                                    SPECIMEN

                 ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

    PLEASE MAIL THE SUBSCRIPTION AGREEMENT/SIGNATURE PAGE, THE COUNTERPART
SIGNATURE PAGE TO THE AGREEMENT OF LIMITED PARTNERSHIP, AND YOUR CHECK MADE
PAYABLE TO "Rogers International Raw Materials Fund, L.P." TO: Rogers
International Raw Materials Fund, L.P., c/o DPM, LLC, P.O. Box 6741, Somerset,
New Jersey 08875-6741, Attention: Subscription Department. DPM will serve as the
Fund's subscription agent in this offering. Subscription proceeds accepted prior
to the initial closing will be deposited by DPM in an escrow account maintained
at Mellon Bank. Following the initial closing, the account will be placed in the
name of DPM, as subscription agent for the Fund. Subscription proceeds received
for units sold after that time will be immediately available for use by the
Fund.

    ALTERNATIVELY, YOU MAY TRANSMIT THE SUBSCRIPTION AGREEMENT/SIGNATURE PAGE
AND THE COUNTERPART SIGNATURE PAGE TO THE AGREEMENT OF LIMITED PARTNERSHIP VIA
FACSIMILE TO DPM (fax number 732-563-1193), and transmit the appropriate
subscription proceeds by bank wire transfer to Mellon Bank, Pittsburgh, PA, ABA
No. 043000261, for credit to the Rogers International Raw Materials Fund, L.P.
Account; No. 043-9355. Manually signed copies of the Subscription
Agreement/Signature Page and the Counterpart Signature Page should then be
mailed to DPM.

    Please use ballpoint pen or type the information.

--------------------------------------------------------------------------------

   ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P., INSTRUCTIONS TO PURCHASERS

--------------------------------------------------------------------------------


<TABLE>
<C>                               <S>
          INSTRUCTIONS            Any person desiring to subscribe for units should carefully
                                  read and review the prospectus and, if he/she desires to
                                  subscribe for units, complete the Subscription
                                  Agreement/Signature Page which follows these instructions.
                                  Follow the appropriate instruction listed below for the
                                  items indicated. Please print in ink or type the
                                  information.
----------------------------------------------------------------------------------------------

           INVESTMENT             Item 1--Enter the number of units to be purchased and the
               A                  dollars and cents amount of the purchase. Minimum purchase
                                  is 100 units ($10,000). The purchase price will be $100 per
                                  unit until the initial closing occurs and the net asset
                                  value per unit thereafter.

                                  Check the box to indicate whether this is an initial or an
                                  additional investment.
----------------------------------------------------------------------------------------------

    REGISTRATION INFORMATION      Item 2--Enter the exact name in which the units are to be
               B                  held. For co-owners, enter the names of all owners. For
                                  investments by qualified plans, include the exact name of
                                  the plan. For investments by qualified plans, enter the name
                                  of the custodian or trustee on the first line and FBO and
                                  the name of the beneficiary on the second line. IF THIS IS
                                  AN ADDITIONAL PURCHASE BY A QUALIFIED PLAN, PLEASE USE THE
                                  SAME EXACT PLAN NAME AS PREVIOUSLY USED.

                                  Item 3--Enter the mailing address, state of residence and
                                  telephone number of the owner. For qualified plan
                                  investments, please enter the mailing address of the
                                  custodian or trustee.

                                  Item 4--Enter the birth date(s) if the subscriber(s) is an
                                  individual or date of formation if the subscriber is an
                                  entity.
</TABLE>


                                      B-2
<PAGE>
                                                                    SPECIMEN
<TABLE>
<C>                               <S>
                                  Item 5--Check the appropriate box. If the owner is a
                                  non-resident alien, he/she must apply to the United States
                                  Internal Revenue Service for an identification number, using
                                  Form SS-4 for an individual or SS-5 for a corporation, and
                                  supply the number to the general partner as soon as it is
                                  available.

                                  Item 6--Check this box if the owner is an employee of Rogers
                                  International Raw Materials Fund, L.P. or an individual who
                                  has been continuously affiliated with the Fund as an
                                  independent contractor.

                                  Item 7--Enter the social security number or taxpayer I.D.
                                  number. The owner is certifying that this number is correct.
                                  For qualified plan investments, please enter both the
                                  beneficiary's social security number (for identification
                                  purposes) and the custodian or trustee's taxpayer I.D.
                                  number (for tax purposes).
----------------------------------------------------------------------------------------------

               C                  Item 8--Enter the residence address if different than the
                                  mailing address. For qualified plan investments, please
                                  enter the residence address of the beneficiary.
----------------------------------------------------------------------------------------------

               D                  Item 9--Check the appropriate box to indicate the type of
                                  ownership or entity which is subscribing. If this is an
                                  additional purchase, this should be completed exactly the
                                  same as the previous investment. If the subscriber is a
                                  pension or profit sharing plan, indicate whether it is
                                  taxable or exempt from taxation under Section 501A of the
                                  Internal Revenue Code.
----------------------------------------------------------------------------------------------
           SIGNATURE              Item 10--The Subscription Agreement/Signature Page MUST BE
                                  EXECUTED by the owner(s), and if applicable, the trustee or
                                  custodian.
----------------------------------------------------------------------------------------------

  BROKER/DEALER AND REGISTERED    Item 11--Enter the name of the broker/dealer and the name of
         REPRESENTATIVE           the registered representative, along with the street
               E                  address, city, state, zip code, telephone number, fax and
                                  e-mail of the registered representative. By executing the
                                  Subscription Agreement/Signature Page, the registered
                                  representative agrees that the subscription is pursuant to a
                                  valid soliciting dealer agreement between such soliciting
                                  dealer and the general partner of the Fund. By executing the
                                  Subscription Agreement/Signature Page, the registered
                                  representative also substantiates compliance with the
                                  conduct rules of the NASD, by certifying that the registered
                                  representative has reasonable grounds to believe, based on
                                  information obtained from the investor concerning his, her
                                  or its investment objectives, other investments, financial
                                  situation and needs and any other information known by such
                                  registered representative, that investment in the Fund is
                                  suitable for such investor in light of his, her or its
                                  financial position, net worth and other suitability
                                  characteristics and that the registered representative has
                                  informed the investor of all pertinent facts relating to the
                                  liability, liquidity and marketability of an investment in
                                  the Fund during its term. The registered representative
                                  (authorized signature) should sign where provided.
----------------------------------------------------------------------------------------------
</TABLE>

                                      B-3
<PAGE>
                                                                    SPECIMEN
<TABLE>
<C>                               <S>
   SUBMISSION OF SUBSCRIPTION     The properly completed and executed copies of the
                                  Subscription Agreement/Signature Page and Counterpart
                                  Signature Page to the Agreement of Limited Partnership
                                  together with a CHECK MADE PAYABLE TO "Rogers International
                                  Raw Materials Fund, L.P." should be returned to the owner's
                                  registered representative or to Rogers International Raw
                                  Materials Fund, L.P., c/o DPM, LLC, P.O. Box 6741, Somerset,
                                  New Jersey 08875-6741, Attention: Subscription Department.

                                  Alternatively, you may transmit the Subscription Agreement/
                                  Signature Page and the Counterpart Signature Page to the
                                  Agreement of Limited Partnership via facsimile to DPM (fax
                                  number 732-563-1193), and transmit the appropriate
                                  subscription proceeds by bank wire transfer to Mellon Bank,
                                  Pittsburgh, PA, ABA No. 043000261, for credit to the Rogers
                                  International Raw Materials Fund, L.P. Account; No.
                                  043-9355. Manually signed copies of the Subscription
                                  Agreement/Signature Page and the Counterpart Signature Page
                                  should then be mailed to DPM.
</TABLE>

    NOTE: If a person other than the person in whose name the units will be held
is reporting the income received from the Fund, you must notify the general
partner in writing of that person's name, address and social security number.

ALL INVESTORS AND THEIR REGISTERED REPRESENTATIVES MUST SIGN THE SUBSCRIPTION
AGREEMENT/SIGNATURE PAGE PRIOR TO TENDERING ANY FUNDS FOR INVESTMENT IN UNITS.

    Any subscriber seeking to purchase Units pursuant to a discount offered by
the Fund must submit such request in writing and set forth the basis for the
request. Any such request will be subject to verification by the general
partner. Subscribers may not, for purposes of qualifying for a volume discount,
combine units purchased hereunder with units purchased pursuant to any other
subscription agreement.

                                      B-4
<PAGE>
                                                                    SPECIMEN

                 ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.
                     SUBSCRIPTION AGREEMENT/SIGNATURE PAGE
    Please read this Subscription Agreement/Signature Page and the Terms and
                           Conditions before signing.
              Subscriber must read the Subscription Instructions.


<TABLE>
<S>  <C>      <C>
     ------------------------------------------------------------------------------------------------
     (1)      Investment  MAKE CHECK PAYABLE TO "ROGERS INTERNATIONAL RAW
A             MATERIALS FUND, L.P."
              This subscription is in the amount of $ ---- for the
              purchase of ---- units of Rogers International Raw Materials
              Fund, L.P. at $100 per unit until the initial closing occurs
              and the net asset value per unit thereafter. Minimum initial
              investment of 100 units.
              This is an  / / INITIAL INVESTMENT  / / ADDITIONAL
              INVESTMENT
     ------------------------------------------------------------------------------------------------
     ------------------------------------------------------------------------------------------------
     (2)      Registered Owner
B             / / Mr.  / / Mrs.  / / Ms. ------------------------
              Co-Owner
              / / Mr.  / / Mrs.  / / Ms. ------------------------
     (3)      Mailing Address ------------------------
              City, State & Zip Code ------------------------
              State of Residence ------------------------
              (Area Code) Home Telephone ------------------------
              (Area Code) Business Telephone ------------------------
     (4)      Birth Date ------------------------------------
              ------------------------------------
              Month     Day      Year        Month      Day      Year
     (5)      Please Indicate Citizenship Status: / / U.S. Citizen
              / / Resident Alien / / Non-Resident Alien
     (6)      / / Employee or Affiliate
     (7)      Social Security # ---- - ---- - ----
              Co-Owner Social Security # ---- - ---- - ----
              Corporate or Custodial Tax Identification Number ---- - ----
     ------------------------------------------------------------------------------------------------
     ------------------------------------------------------------------------------------------------
     (8)      RESIDENCE ADDRESS IF DIFFERENT FROM ABOVE OR FOR BENEFICIARY
C             OF A QUALIFIED PLAN
              ------------------------------------------------
              Street                                City                State                Zip
              Code
     ------------------------------------------------------------------------------------------------
     ------------------------------------------------------------------------------------------------
     (9)      Check One
D             / / Individual Ownership
              / / Joint Tenants with Right of Survivorship
              / / Community Property
              / / Tenants in Common
              / / Tenants by the Entirety
              / / Corporate Ownership
              / / Partnership Ownership
              / / IRA
              / / Qualified Plan (Keogh)
              / / Simplified Employee Pension/Trust (S.E.P.)
              / / Uniform Gifts to Minors Act, State of ----, a custodian
              for ----
              / / Pension or Profit Sharing
              Plan    / / Taxable    / / Exempt under Section 501A
              / / Trust/Date Trust Established ----
              / / Name of Trustee or other Administrator ----
              / / Taxable    / / Grantor A or B
              / / Estate
              / / Other (specify) ----
              / / Taxable    / / Non-Taxable
</TABLE>


                                      B-5
<PAGE>
                                                                    SPECIMEN

<TABLE>
<S>  <C>      <C>
     ------------------------------------------------------------------------------------------------
     ------------------------------------------------------------------------------------------------
     (10)     The undersigned certifies, under penalties of perjury (i)
              that the taxpayer identification number shown on the
              Subscription Agreement/Signature Page is true, correct and
              complete, and (ii) that I am (we are) not subject to backup
              withholding either because I (we) have not been notified
              that I am (we are) subject to backup withholding as a result
              of a failure to report all interest or distributions, or the
              Internal Revenue Service has notified me that I am (we are)
              no longer subject to backup withholding.

              The undersigned further acknowledges and/or represents (or
              in the case of fiduciary accounts, the person authorized to
              sign on such investor's behalf) the following:--(PLEASE
              SEPARATELY INITIAL EACH ITEM TO INDICATE YOUR
              ACKNOWLEDGEMENT OR REPRESENTATION):

     ----
              (a) acknowledges receipt, not less than five (5) business
              days prior to the signing of this Subscription Agreement, of
              the prospectus of the Fund relating to the units, wherein
              the terms and conditions of the offering of the units are
              described, including among other things, the restrictions on
              ownership and transfer of units, which require, under
              certain circumstances, that a holder of units shall give
              written notice and provide certain information to the
              general partner.

     ----
              (b) represents that I (we) either: (i) have a net worth
              (excluding home, home furnishings and automobiles) of at
              least $45,000 and estimate that (without regard to
              investment in the fund) I (we) have gross income due in the
              current year of at least $45,000; or (ii) have a net worth
              (excluding home, home furnishings and automobiles) of at
              least $150,000 or such higher suitability as may be required
              by certain states and set forth on the reverse side hereof;
              in the case of sales to fiduciary accounts, the suitability
              standards must be met by the beneficiary, the fiduciary
              account or by the donor or grantor who directly or
              indirectly supplies the funds for the purchase of the units.

     ----
              (c) represents that I am (we are) purchasing the units for
              my (our) own account, and if I am (we are) purchasing units
              on behalf of a trust or other entity of which I am (we are)
              trustee(s) or authorized agent(s), I (we) have due authority
              to execute the Subscription Agreement/ Signature Page and do
              hereby legally bind the trust or such other entity.

     ----
              (d) acknowledges that the units are not liquid except for
              limited redemption provisions.

     ----
              (e) if I am acting on behalf of an "employee benefit plan,"
              as defined in and subject to ERISA, or any "plan" as defined
              in Code Section 4975 (a "Plan"), then, in addition to the
              other representations and warranties set forth herein, I
              further represent and warrant as, or on behalf of, the
              fiduciary of the Plan responsible for investing (the "Plan
              Fiduciary") that the Plan Fiduciary has considered an
              investment in light of the risk relating thereto; the Plan
              Fiduciary has determined that, in view of such
              considerations, the investment is consistent with the Plan
              Fiduciary's responsibilities under ERISA; the Plan's
              investment in the Fund does not violate and is not otherwise
              inconsistent with the terms of any legal document
              constituting the Plan or any trust agreement thereunder; and
              the Plan Fiduciary: (i) is responsible for the decision to
              invest, including the determination that the investment is
              consistent with the requirement of ERISA Section 404 that
              Plan investments be diversified, (ii) is independent of the
              general partner, any selling agent and their respective
              affiliates, (iii) is qualified to make the investment
              decision, and (iv) in making the decision the Plan Fiduciary
              has not relied primarily on any advice or recommendation of
              the general partner, any selling agent, any of their
              respective affiliates or any of their respective employees,
              Subscriber will furnish the general partner with such
              information as the general partner may reasonably require to
              establish that the investment by the Plan does not violate
              any provision of ERISA or the Code, including those
              provisions relating to "prohibitions" by "interested
              parties" or "disqualified persons."
     ------------------------------------------------------------------------------------------------
</TABLE>



                                      B-6

<PAGE>

                                                                    SPECIMEN


<TABLE>
<S>  <C>      <C>
     ------------------------------------------------------------------------------------------------

     ----
              (f) represents that I am (we are) aware that there are
              various types of institutions, including pension plans and
              trusts, which are governed by discrete and/or unique laws
              and/or regulations relating to the various types of
              investments which such institutions are authorized to make.
              I (we) understand that the general partner, on behalf of the
              partnership, is not in the position to review those
              limitations and/or restrictions that may apply to each
              specific subscriber's investment in the partnership.
              Accordingly, by signing the subscription agreement, I (we)
              will be representing and warranting that I am (we are)
              familiar with the statutory and regulatory basis on which
              you operate, including any investment guidelines and
              limitations placed on subscriptions to entities similar in
              form and purpose to the Fund, and that, if such subscription
              is accepted, it will be in compliance with all applicable
              governmental, industry, and/or similar laws and regulations
              which relate to your investment in the Fund; and will not be
              in violation of any such laws or regulations.

              BY EXECUTING THIS SUBSCRIPTION AGREEMENT, I (WE) APPLY TO
              BECOME A LIMITED PARTNER AS OF THE DATE THE SALE OF MY UNITS
              BECOMES EFFECTIVE, AND I (WE) AGREE TO EACH AND EVERY TERM
              OF THE FUND'S LIMITED PARTNERSHIP AGREEMENT AS IF MY
              SIGNATURE WERE SUBSCRIBED THERETO.

              BY EXECUTING THIS SUBSCRIPTION AGREEMENT, I AM (WE ARE) NOT
              WAIVING ANY RIGHTS UNDER THE FEDERAL OR STATE SECURITIES
              LAWS.

     Agreement Dated ------------, -------        ------------------------
     Signature--Registered Owner
     ---------------------
     Signature--Co-Owner
     ------------------------
     (Print Name of Custodian or Trustee)
     ------------------------
     Authorized Signature (Custodian or Trustee)
     ------------------------------------------------------------------------------------------------
     ------------------------------------------------------------------------------------------------

     (12)     Broker/Dealer data-completed by selling registered
E             representative (Please use Rep's address-- not home office)
              Name of Registered Representative ------------------------
              / / Mr.  / / Mrs.  / / Ms. ------------------------
              Mailing Address ------------------------
              City, State & Zip Code ------------------------
              Telephone ( ----) ---------; Fax # ( ----) -------; e-mail
              ---------
              Broker/Dealer Name ------------------------
              Mailing Address ] ------------------------
              City, State & Zip Code ------------------------
              ------------
              Signature--Registered Representative
     ------------------------------------------------------------------------------------------------
</TABLE>


                                      B-7
<PAGE>
                                                                    SPECIMEN

    CERTAIN STATES HAVE IMPOSED SPECIAL FINANCIAL SUITABILITY STANDARDS FOR
INVESTORS WHO PURCHASE UNITS.


    IF THE INVESTOR IS A RESIDENT OF CALIFORNIA, MASSACHUSETTS AND MICHIGAN, THE
INVESTOR MUST HAVE EITHER: (I) A MINIMUM NET WORTH (EXCLUDING HOME, HOME
FURNISHINGS AND AUTOMOBILES) OF $225,000; OR (II) A MINIMUM ANNUAL GROSS INCOME
OF $60,000 AND A MINIMUM NET WORTH (EXCLUSIVE OF HOME, HOME FURNISHINGS AND
AUTOMOBILES) OF $60,000.


    IF THE INVESTOR IS A RESIDENT OF OHIO OR PENNSYLVANIA, THE INVESTMENT MAY
NOT EXCEED 10% OF THE INVESTOR'S LIQUID NET WORTH.
<PAGE>
                                                                  APPENDIX C
                                                                    SPECIMEN

                               REDEMPTION NOTICE

                                      C-1
<PAGE>
                                                                    SPECIMEN

                              NOTICE OF WITHDRAWAL

    The undersigned, a limited partner of Rogers International Raw Materials
Fund, L.P. (the "PARTNERSHIP"), hereby provides notice to Derivatives Portfolio
Management, LLC, Two Worlds Fair Drive, P.O. Box 6741, Somerset, New Jersey
08875-6741 (the "Redemption Agent"), and to Beeland Management Company, L.L.C.,
1000 Hart Road, Suite 210, Barrington, IL 60010 (the "GENERAL PARTNER") of its
desire to withdraw or redeem all or a portion of the credit balance from its
capital account.

1.  Type of Withdrawal (check one):

    / /  Complete Withdrawal

    / /  Partial Withdrawal

         If a Partial Withdrawal, specified below is either the percentage of
         the credit balance in the Capital Account that the limited partner
         wishes to withdraw or the dollar amount of capital which the limited
         partner wishes to have returned to him. (Any such withdrawals may only
         be in increments of a units's Net Asset Value, as defined in the
         Partnership's Agreement of Limited Partnership, as amended):

         _____%        OR        $_________

    THE REDEMPTION PRICE PER UNIT WILL BE THE NET ASSET VALUE PER UNIT AS OF THE
    CLOSE OF BUSINESS ON THE WITHDRAWAL DATE, MINUS AN AMOUNT (THE "HOLDBACK")
    EQUAL TO THE GREATER OF (1) 2% OF THE NET ASSET VALUE PER UNIT, OR
    (2) $100, TO COVER ACCRUED, BUT UNPAID MANAGEMENT FEES AND OTHER EXPENSES
    PAYABLE BY THE PARTNERSHIP AND CHARGEABLE AGAINST NET ASSETS AS OF THAT
    DATE. AFTER THE CLOSE OF THE FISCAL YEAR IN WHICH THE WITHDRAWAL WAS
    EFFECTED, THE ACCOUNT OF THE LIMITED PARTNER WHO EFFECTED THE WITHDRAWAL
    SHALL BE ADJUSTED TO REFLECT HIS ALLOCATED SHARE OF MANAGEMENT FEES AND
    EXPENSES, WHICH SHALL BE CHARGED AGAINST THE HOLDBACK. AFTER SUCH CHARGE,
    ANY POSITIVE BALANCE REMAINING FROM THE HOLDBACK SHALL BE PROMPTLY PAID TO
    THE WITHDRAWN LIMITED PARTNER, IN THE SAME MANNER AS THE BALANCE OF THE
    WITHDRAWAL.

2.  Desired Withdrawal Date: _______ _______

    (Note: The withdrawal date must be the last trading day of a month and at
    least 60 days following the date hereof. Withdrawals may be made only after
    an initial holding period of three months.)

3.  The undersigned requests that the withdrawn amounts be delivered to: _______
    _______ _______ at the following address: _______ _______ _______ _______
    _______ _______ _______ _______ _______ _______ _______ _______ _______
    _______ _______ _______ _______ _______ _______ _______ _______

    ANY WITHDRAWAL REQUEST APPROVED BY THE GENERAL PARTNER OR ITS AGENT SHALL BE
    EFFECTIVE AS OF THE CLOSE OF BUSINESS ON THE WITHDRAWAL DATE SPECIFIED
    ABOVE.

                                          --------------------------------------
                                          Name of Limited Partner

                                          --------------------------------------
                                          Signature of Limited Partner

                                      C-2
<PAGE>
                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

    The following table sets forth the costs and expenses, other than
commissions payable by the registrant in connection with the sale of the
securities being registered. All amounts are estimates except for the SEC
registration fee.

<TABLE>
<S>                                                           <C>
SEC registration fee........................................  $ 52,800
Printing....................................................    20,000
Legal fees and expenses.....................................   225,000
Accounting fees and expenses................................    10,000
Blue sky fees and expenses..................................    25,000
Subscription and escrow agent fees..........................    50,000
Miscellaneous...............................................    17,200
                                                              --------
  Total.....................................................  $400,000
                                                              ========
</TABLE>

ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.


    The Fund's limited partnership agreement provides that the Fund shall
indemnify and hold harmless each partner (as well as each member, manager,
agent, officer or employee of the general partner and each partner, trustee,
officer or director of a member of the general partner, when acting on behalf of
the Fund or in connection with, Fund business) from and against any loss,
expense, damage or injury suffered or sustained by them by reason of any acts,
omissions or alleged acts or omissions arising out of their activities on behalf
of the Fund or in furtherance of the interests of the Fund, or the issuance and
sale of units including but not limited to any judgment, award, settlement,
attorney's fee and other cost or expense incurred in connection with the defense
of any actual or threatened action, proceeding or claim; if the acts, omissions
or alleged acts or omissions upon which such actual or threatened action,
proceeding or claim is based were for a purpose reasonably believed to be in the
best interests of the Fund and did not constitute misconduct or were not
performed or omitted fraudulently or in bad faith or as a result of negligence
by the partners. Any such indemnification shall be only from the assets of the
Fund.


    The Fund's limited partnership agreement also provides that the Fund shall
indemnify and hold harmless each limited partner from and against any expense,
including reasonable attorney's fees, incurred in connection with the defense of
any actual or threatened action, proceeding or claim arising from the personal
liability of any limited partners to creditors of the Fund, except to the extent
provided in Section 8.5(f) of the limited partnership agreement for debts,
liabilities and other obligations of the Fund. Section 8.5(f) of the limited
partnership agreement provides that a limited partner will have no personal
liability for the debts, liabilities and other obligations of the Fund from and
after the effective date of a complete return of the credit balance in his or
her capital account except to the extent provided under Illinois law for debts
and liabilities of the Fund incurred prior to such effective date, and then only
for amounts withdrawn by and distributed to that limited partner.

ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES.


    The Fund sold 50 units to Clyde C. Harrison on May 8, 2000, for $5,000 in
order to create an original limited partner, thereby allowing the Fund to be
formed.


    No sales commissions or other consideration were paid in connection with
this sale. The Fund claims an exemption from registration based on Section 4(2)
of the Securities Act of 1933 as a sale not involving a public offering.

                                      II-1
<PAGE>
ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

    (a) The following exhibits are filed as part of this registration statement:

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT NO.                           DESCRIPTION
-----------                           -----------
<C>           <S>
    1.1       Form of Soliciting Dealer Agreement.
    2.1       Amended and Restated Limited Partnership Agreement of
                Registrant, dated as of September 21, 2000 (included as
                Appendix A to the Prospectus).
    5.1       Opinion of Wildman, Harrold, Allen & Dixon regarding
                legality of the securities being registered.
    8.1       Opinion of Wildman, Harrold, Allen & Dixon regarding certain
                federal income taxation matters.
   10.1       Form of Subscription Agreement (included as Appendix B to
                the Prospectus).
   10.2       Service Agreement between Registrant and Derivatives
                Portfolio Management LLC, dated as of June 21, 2000.**
   10.3       Investment Management Agreement between Registrant and Hart
                Capital Management, dated as of May 8, 2000.**
   10.4       Amended and Restated Subscription Agreement between general
                partner and James Beeland Rogers, Jr., dated as of May 23,
                2000.**
   10.5       Amended and Restated Subscription Agreement between general
                partner and Clyde C. Harrison, dated as of May 23, 2000.**
   10.6       Amended and Restated Consulting Agreement between general
                partner and Cornell Investment Advisory, L.L.C., dated as
                of April 1, 2000**
   10.7       Second Revised Amended and Restated Operating Agreement of
                Beeland Management Company, L.L.C., effective as of April
                12, 2000.**
   10.8       Form of Escrow Agreement*
   23.1       Consent of Independent Accountants, for Beeland Management
                Company, LLC.
   23.2       Consent of Independent Accountants, for the Registrant.
   23.3       Consent of Wildman, Harrold, Allen & Dixon (included in
                Exhibit 5.1)
   24.1       Power of Attorney (included on signature page).**
   27.1       Financial Data Schedule**
</TABLE>


---------

*  To be filed by amendment


**  Previously filed with the initial filing of the registration statement.


    (b) Financial Statement Schedule

       Not Applicable.

ITEM 17.  UNDERTAKINGS.

    The undersigned registrant hereby undertakes:

        (1) To file, during any period in which offers or sales are being made,
    a post-effective amendment to this registration statement:

           (i)  To include any prospectus required by Section 10(a)(3) of the
       Securities Act of 1993 (the "Act");

           (ii) To reflect in the prospectus any facts or events arising after
       the effective date of the registration statement (or the most recent
       post-effective amendment thereof) which, individually or in the
       aggregate, represents a fundamental change in the information set forth
       in the registration statement. Notwithstanding the foregoing, any
       increase or decrease in volume of securities offered (if the total dollar
       value of securities offered would not exceed that which was

                                      II-2
<PAGE>
       registered) and any deviation from the low or high end of the estimated
       maximum offering range may be reflected in the form of prospectus filed
       with the Commission pursuant to Rule 424(b) if, in the aggregate, the
       changes in volume and price represent no more than a 20% change in the
       maximum aggregate offering price set forth in the "Calculation of
       Registration Fee" table in the effective registration statement;

           (iii) To include any material information with respect to the plan of
       distribution not previously disclosed in the registration statement or
       any material change to such information in the registration statement.

        (2) That, for the purpose of determining any liability under the Act,
    each such post-effective amendment shall be deemed to be a new registration
    statement relating to the securities offered therein, and the offering of
    such securities at that time shall be deemed to be the initial bona fide
    offering thereof.

        (3) To remove from registration by means of post-effective amendment any
    of the securities being registered which remain unsold at the termination of
    the offering.

        (4) Insofar as indemnification for liabilities arising under the Act may
    be permitted to directors, officers and controlling persons of the
    registrant pursuant to the foregoing provisions, or otherwise, the
    registrant has been advised that in the opinion of the SEC such
    indemnification is against public policy as expressed in the Act and is,
    therefore, unenforceable. In the event that a claim for indemnification
    against such liabilities (other than the payment by the registrant of
    expenses incurred or paid by a director, officer or controlling person of
    the registrant in the successful defense of any action, suit or proceeding)
    is asserted by such director, officer or controlling person in connection
    with the securities being registered, the registrant will, unless in the
    opinion of its counsel the matter has been settled by controlling precedent,
    submit to a court of appropriate jurisdiction the question whether such
    indemnification by it is against public policy as expressed in the Act and
    will be governed by the final adjudication of such issue.

                                      II-3
<PAGE>
                                   SIGNATURES


    Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment No. 1 to its registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Chicago, State of Illinois, on the 21st day of September, 2000.


<TABLE>
<S>                                                    <C>  <C>
                                                       ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

                                                       By: BEELAND MANAGEMENT COMPANY, L.L.C.
                                                            Its General Partner

                                                       By:  /s/ CLYDE C. HARRISON
                                                            ----------------------------------------------
                                                            Managing Member
</TABLE>


    Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the registration statement has been signed by the following persons in
the capacities indicated on September 21, 2000.


<TABLE>
<CAPTION>
                      SIGNATURE                             TITLE
                      ---------                             -----
<S>                                                         <C>
BEELAND MANAGEMENT COMPANY, L.L.C.                          General Partner

By:

                          *
     -------------------------------------------            Managing Member
                 Richard L. Chambers

                          *
     -------------------------------------------            Managing Member
                    Brian Cornell

                /s/ CLYDE C. HARRISON
     -------------------------------------------            Managing Member
                  Clyde C. Harrison

                          *
     -------------------------------------------            Member
              James Beeland Rogers, Jr.
</TABLE>


<TABLE>
<S>   <C>                                                    <C>
*By:  /s/ CLYDE C. HARRISON
      -------------------------------------------
      Clyde C. Harrison
      AS ATTORNEY-IN-FACT
</TABLE>


                                      II-4
<PAGE>
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
EXHIBIT NO.                                     DESCRIPTION
-----------                                     -----------
<C>                     <S>
         1.1            Form of Soliciting Dealer Agreement.
         2.1            Amended and Restated Limited Partnership Agreement of
                          Registrant, dated as of September 21, 2000 (included as
                          Appendix A to the Prospectus).
         5.1            Opinion of Wildman, Harrold, Allen & Dixon regarding
                          legality of the securities being registered.
         8.1            Opinion of Wildman, Harrold, Allen & Dixon regarding certain
                          federal income taxation matters.
        10.1            Form of Subscription Agreement (included as Appendix B to
                          the Prospectus).
        10.2            Service Agreement between Registrant and Derivatives
                          Portfolio Management LLC, dated as of June 21, 2000.**
        10.3            Investment Management Agreement between Registrant and Hart
                          Capital Management, dated as of May 8, 2000.**
        10.4            Amended and Restated Subscription Agreement between general
                          partner and James Beeland Rogers, Jr., dated as of
                          May 23, 2000.**
        10.5            Amended and Restated Subscription Agreement between general
                          partner and Clyde C. Harrison, dated as of May 23, 2000.**
        10.6            Amended and Restated Consulting Agreement between general
                          partner and Cornell Investment Advisory, L.L.C., dated as
                          of April 1, 2000**
        10.7            Second Revised Amended and Restated Operating Agreement of
                          Beeland Management Company, L.L.C., effective as of April
                          12, 2000.**
        10.8            Form of Escrow Agreement*
        23.1            Consent of Independent Accountants, for Beeland Management
                          Company, LLC.
        23.2            Consent of Independent Accountants, for the Registrant.
        23.3            Consent of Wildman, Harrold, Allen & Dixon (included in
                          Exhibit 5.1)
        24.1            Power of Attorney (included on signature page).**
        27.1            Financial Data Schedule**
</TABLE>


---------

*   To be filed by amendment


**  Previously filed with the initial filing of the registration statement.


                                      II-5