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                                                                    EXHIBIT 10.9


                              AMENDED AND RESTATED
                                ESCROW AGREEMENT


         THIS AMENDED AND RESTATED ESCROW AGREEMENT is made and entered into as
of the ____day of September, 2001, by and among ROGERS INTERNATIONAL RAW
MATERIALS FUND, L.P., an Illinois limited partnership (the "Company"),
DERIVATIVES PORTFOLIO MANAGEMENT, L.L.C., a Delaware Corporation (the
"Subscription Agent"), and MELLON BANK, N.A., a national banking association
(the "Escrow Agent").

                                    RECITALS:

         WHEREAS, the parties hereto entered into that certain Escrow Agreement
dated January 26, 2001;

         WHEREAS, the parties desire to amend certain provisions of their Escrow
Agreement; and

         WHEREAS, the parties desire to set forth their entire Agreement, as
emended, in one writing.

         NOW, THEREFORE, in consideration of the mutual covenants and promises
herein contained, the parties hereto, intending to be legally bound, hereby
agree as follows:

         1. The Company does hereby open this Escrow Account and Escrow Agent's
sole concern and duties shall be as specifically set forth herein:

                  (a) From time to time during the course of this Escrow
         Agreement, in connection with the Company's offering (the "Offering")
         of up to 2,000,000,000 units of Limited Partnership Interests on a
         "best efforts" basis (the "Units"), the Escrow Agent will receive
         deposits from subscribers (either directly via wire transfer from the
         subscribers, or indirectly, from the Subscription Agent) to be held in
         Escrow in accordance with the terms hereof and the Mellon Global Cash
         Management Terms and Conditions. All such funds received by the Escrow
         Agent shall be placed into an account entitled "Rogers International
         Raw Materials Fund, L.P.", account number 043-9355 (the "Escrow
         Account").

                  (b) Upon the written authorization from the Company (which
         authorization will not be given until a minimum of $5,000,000 has been
         placed in the Escrow Account on or before December 15, 2001), the
         Escrow Agent shall disburse to the Company all available funds,
         provided such authorization is reasonable and in accordance with the
         Escrow Agent's customary and then current procedures. Thereafter,
         during the term of the Offering, the Escrow Agent shall continue to so
         receive and hold in escrow any funds received from subscribers, which
         funds shall be disbursed at such times as described in a written
         authorization to the Escrow Agent from the Company, and without any
         other

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         condition, provided such authorization is reasonable and in
         accordance with the Escrow Agent's customary and then current
         procedures.

                  (c) If the minimum of $5,000,000 is not sold by December 15,
         2001 (or the offering of the Shares is otherwise terminated prior to
         the initial closing), the Escrow Agent shall, upon receipt of written
         instruction of the Company, promptly disburse the funds held in the
         Escrow Account to the Company (or to the Subscription Agent if so
         directed by the Company) for refund to the subscribers. The Escrow
         Agent shall not have an obligation to verify any minimum amount or
         date, if written instructions are received from the Company.

                  (d) With respect solely to funds received from subscribers and
         deposited in the Escrow Account on or prior to September ___, 2001, the
         Escrow Agent shall, upon receipt of written instruction of the Company,
         promptly disburse such funds held in the Escrow Account to the Company
         (or to the Subscription Agent if so directed by the Company) for refund
         to the subscribers. The Company will authorize the disbursement for
         refund of all funds received on or prior to September ___, 2001 from
         subscribers who have not executed and delivered to the Company or the
         Subscription Agent on or prior to September 30, 2001, written
         confirmation of their intent to invest in the units. The Escrow Agent
         shall not have any obligation to verify any date or the receipt of
         proper confirmation from any subscriber, if written instructions are
         received from the Company.

                  (e) Upon termination of the Offering, which in any event shall
         occur not later than December 31, 2002, all amounts theretofore
         undistributed shall be distributed to the Company upon the instructions
         of the Company and this Escrow Account shall close as directed by the
         Company and be consummated in its entirety.

         2. The Company authorizes the Subscription Agent to deposit funds into
the Escrow Account on behalf of the Company, including by wire transfer. The
Company authorizes the Escrow Agent to provide any and all information
pertaining to the Escrow Account to the Subscription Agent provided such
information is reasonably requested and can be provided in accordance with
Escrow Agent's customary and then current procedures.

         3. All parties understand and are aware that all funds received during
the course of the Escrow and deposited in the Escrow Account must be available
prior to the release of any funds.

         4. Neither the Escrow Agent nor any of its officers, directors,
employees, representatives, agents or affiliates shall be (i) liable to the
Company or Subscription Agent for any action taken or omitted to be taken by the
Escrow Agent with respect to the Escrow Account at the direction of the
Subscription Agent (except for the Escrow Agent's own willful misconduct); or
(ii) responsible in any manner to the Company or Subscription Agent or any other
party for the compliance by the Subscription Agent with any representations,
warranties, undertakings or agreements made by the Subscription Agent through or
in connection with any agreement between the Subscription Agent or the Company,
or for any failure of the Subscription Agent or any of its officers to perform
its obligations in accordance therewith. The

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Escrow Agent shall be entitled to rely and shall have no liability for such
reliance, upon any writing, resolution, consent, certificate, letter, facsimile,
statement or other document or conversation with the Subscription Agent believed
by the Escrow Agent to be genuine and correct to have been signed, sent or made
by the proper person or persons selected by the Subscription Agent. The Company
hereby waives any claims it may have against the Escrow Agent or any of its
officers, directors, representatives, agents or affiliates and indemnifies and
agrees to hold the Escrow Agent and its officers, directors, employees,
representatives, agents or affiliates harmless from and against any and all
liabilities, costs, expenses, demands or claims of or by the Company or any
other person resulting from or arising out of or in connection with the Escrow
Agent's actions or refraining from acting in accordance with the request and
direction of the Subscription Agent.

         5. Notwithstanding any provision contained herein to the contrary, the
Escrow Agent, including its officers, directors, employees, representatives,
agents or affiliates, shall:

             (a) not be liable for any action taken or omitted under this
         Agreement so long as it shall have acted in good faith and without
         gross negligence or willful misconduct;

             (b) have no responsibility to inquire into or determine the
         genuineness, authenticity, or sufficiency of any securities, checks, or
         other documents or instruments submitted to it in connection with its
         duties hereunder;

             (c) be entitled to deem the signatories of any documents or
         instruments submitted to it hereunder as being those purported to be
         authorized to sign such documents or instruments on behalf of the
         parties hereto, and shall be entitled to rely upon the genuineness of
         the signatures of such signatories without inquiry and without
         requiring substantiating evidence of any kind;

             (d) be entitled to refrain from taking any action contemplated by
         this Agreement in the event that it becomes aware of any disagreement
         between the parties hereto as to any facts or as to the happening of
         any contemplated event precedent to such action;

             (e) have no responsibility or liability for any diminution in value
         of any assets held hereunder which may result from any investments or
         reinvestment made in accordance with any provision which may be
         contained herein;

             (f) be entitled as compensation for its services hereunder,
         reasonable fees that the Escrow Agent typically charges for services of
         this nature, and for reimbursement of its reasonable out-of-pocket
         expenses including, but not by way of limitation, the reasonable fees
         and costs of attorneys or agents which it may find necessary to engage
         in performance of its duties hereunder, all to be paid by the Company,
         and the Escrow Agent shall have, and is hereby granted, a prior lien
         upon any property, cash, or assets of the Escrow Account, with respect
         to its unpaid fees and nonreimbursed expenses, superior to the
         interests of any other persons or entities;

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             (g) be entitled and is hereby granted the right to set off and
         deduct any unpaid fees and/or nonreimbursed expenses from amounts on
         deposit in the Escrow Account;

             (h) be, and hereby is, jointly and severally indemnified and saved
         harmless by the Company and Subscription Agent from all losses,
         liabilities, costs and expenses, including attorney fees and expenses,
         which may be incurred by it as a result of its acceptance of the Escrow
         Account or arising from the performance of its duties hereunder, unless
         such losses, liabilities, costs and expenses shall have been finally
         adjudicated to having resulted from the bad faith, gross negligence or
         willful misconduct of the Escrow Agent, and such indemnification shall
         survive its resignation or removal, or the termination of this
         Agreement;

             (i) in the event that (i) any dispute shall arise between the
         parties with respect to the disposition or disbursement of any of the
         assets held hereunder or (ii) the Escrow Agent shall be uncertain as to
         how to proceed in a situation not explicitly addressed by the terms of
         this Agreement whether because of conflicting demands by the other
         parties hereto or otherwise, be permitted to interplead all of the
         assets held hereunder into a court of competent jurisdiction, and
         thereafter be fully relieved from any and all liability or obligation
         with respect to such interpleaded assets. The parties hereto other than
         the Escrow Agent further agree to pursue any redress or recourse in
         connection with such a dispute, without making the Escrow Agent a party
         to same;

             (j) have only those duties as are specifically provided herein,
         which shall be deemed purely ministerial in nature, and shall under no
         circumstance be deemed a fiduciary for any of the parties to this
         Agreement. The Escrow Agent shall neither be responsible for, nor
         chargeable with, knowledge of the terms and conditions of any other
         agreement, instrument or document between the other parties hereto, in
         connection herewith. This Agreement sets forth all matters pertinent to
         the Escrow Account contemplated hereunder, and no additional
         obligations of the Escrow Agent shall be inferred from the terms of
         this Agreement or any other agreement. IN NO EVENT SHALL THE ESCROW
         AGENT BE LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY (i) DAMAGES OR
         EXPENSES ARISING OUT OF THE SERVICES PROVIDED HEREUNDER, OTHER THAN
         DAMAGES WHICH RESULT FROM THE ESCROW AGENT'S FAILURE TO ACT IN
         ACCORDANCE WITH THE STANDARDS SET FORTH IN THIS AGREEMENT, OR (ii)
         SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR
         ATTORNEYS' FEES EVEN IF THE ESCROW AGENT HAS BEEN ADVISED OF THE
         POSSIBILITY OF SUCH DAMAGES;

             (k) have the right, but not the obligation, to consult with counsel
         of choice and shall not be liable for action taken or omitted to be
         taken by Escrow Agent either in accordance with the advice of such
         counsel or in accordance with any opinion of counsel to the Company
         addressed and delivered to the Escrow Agent;

             (l) have the right to perform any of its duties hereunder through
         agents, attorneys, custodians or nominees; and

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                  (m) Escrow Agent shall accept the assignment as Escrow Agent
         solely to perform the functions required by this Agreement.

         Any banking association or corporation into which the Escrow Agent may
be merged, converted or with which the Escrow Agent may be consolidated, or any
corporation resulting from any merger, conversion or consolidation to which the
Escrow Agent shall be a party, or any banking association or corporation to
which all or substantially all of the banking business of the Escrow Agent shall
be transferred, shall succeed to all the Escrow Agent's rights, obligations and
immunities hereunder without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

         6. The funds deposited herein shall be invested in the Automatic
Investment Service per the instructions of the Company.

         7. Any notices which are required or desired to be given hereunder to
the parties hereto shall be in writing and may be given by mailing the same to
the address indicated below (or to such other address as either of the parties
may have theretofore substituted therefor by written notification to the other
party hereto), by registered or certified United States mail, postage prepaid.
For all purposes hereof, any notice so mailed by the Escrow Agent shall be
treated as though served upon the party to whom it was mailed at the time it is
deposited in the United States mail by the Escrow Agent whether or not such
party thereafter actually receives such notice. Notices to the Escrow Agent
shall be in writing and shall not be deemed to be given until actually received
by the Escrow Agent. Whenever under the terms hereof the time for giving a
notice or performing an act falls upon a Saturday, Sunday or bank holiday, such
time shall be extended to the Escrow Agent's next business day.

         8. The Escrow Agent, when acting as the Escrow Agent undertakes to
perform only such duties as are expressly set forth herein and the Escrow Agent
shall not be subject to, nor obliged to recognize, any other agreement between,
or direction or instruction of, the Company even though reference thereto may be
made herein. This Agreement may be amended at any time or times by an instrument
in writing signed by the Company, the Subscription Agent and Escrow Agent.

         9. If any property subject hereto is at any time attached, garnished or
levied upon, under any court order, or in case the payment, assignment,
transfer, conveyance or delivery of any such property shall be stayed or
enjoined by any court order, or in any case any order, judgment or decree shall
be made or entered by any court affecting such property, or any part thereof,
then in any of such events, the Escrow Agent is authorized, in its sole
discretion, to rely upon and comply with any such order, writ, judgment or
decree, which it is advised by legal counsel of its own choosing is binding upon
it, and if it complies with any such order, writ, judgment or decree, it shall
not be liable to any of the parties hereto or to any other person, firm or
corporation by reason of such compliance, even though such order, writ, judgment
or decree may be subsequently reversed, modified, annulled, set aside or
vacated.

         10. This Agreement shall be construed, enforced and administered in
accordance with the internal laws, as opposed to the conflicts of laws
provisions, of the Commonwealth of Pennsylvania.

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         11. Escrow Agent may terminate this Agreement: (i) immediately for
cause, or (ii) upon thirty (30) days' prior written notice to the Company and
the Subscription Agent without cause. The Company or the Subscription Agent may
terminate this Agreement (i) immediately for cause, or (ii) upon thirty (30)
days' prior written notice to Escrow Agent. The Company's and Subscription
Agent's obligations under this Agreement to indemnify, hold harmless and pay
amounts owed shall survive termination of this Agreement.

         12. Any notice required to be given hereunder by any of the parties
hereto shall be addressed as follows:

         If to the Company:

                  Rogers International Raw Materials Fund, LP
                  1000 Hart Road
                  Suite 210
                  Barrington, IL 60010
                  Attention: Richard Chambers
                  Fax: 847-713-2225

         If to the Subscription Agent:

                  Derivatives Portfolio Management, LLC
                  Two Worlds Fair Drive
                  P.O. Box 6741
                  Somerset, NJ 08875-6741
                  Attention:  Peter Brophy
                  Fax:

         If to Escrow Agent:

                  Mellon Client Service Center
                  500 Ross Street
                  Room 1380
                  Pittsburgh, PA 15262


                  Fax: (412) 236-7419



         13. Notwithstanding any other provision of this Agreement, Escrow Agent
shall not be liable for any failure, inability to perform, or delay in
performance hereunder, if such failure, inability, or delay is due to acts of
God, war, civil commotion, governmental action, fire, explosion, strikes, other
industrial disturbances, equipment malfunction, action, non-action or delayed
action on the part of the Company or Subscription Agent or any other entity or
any other causes that are beyond Escrow Agent's reasonable control.

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         14. All expenses for the maintenance and provision of services in
conjunction with the Account, held in the name of ROGERS INTERNATIONAL RAW
MATERIALS FUND, LP. are the responsibility of Company and Subscription Agent,
jointly and severally. In the event that Company and Subscription Agent do not
pay all service fees due to Escrow Agent within thirty (30) days after the due
date, Escrow Agent is authorized to charge any Account in the amount of such
fees. In the event Escrow Agent is unable to obtain sufficient funds from such
charges to cover such fees, Company and Subscription Agent, jointly and
severally, shall indemnify Escrow Agent for all then-due fees on the Account
that have not been paid.

         Company and Subscription Agent agree that Escrow Agent may debit the
Accounts for any items (including, but not limited to, checks, drafts, Automatic
Clearinghouse (ACH) credits or wire transfers or other electronic transfers or
credits) deposited or credited to any Account which may be returned or otherwise
not collected and for all charges, fees, commissions and expenses incurred by
Escrow Agent in providing services or otherwise in connection herewith; Escrow
Agent may charge any Account as permitted herein at such times as are in
accordance with Escrow Agent's customary practices for the chargeback of
returned items and expenses. In the event Escrow Agent is unable to obtain
sufficient funds from such charges to cover returned items, or reversed or
returned credits, or any other items not collected and any other charges,
expenses, or commissions incurred by Escrow Agent in providing the services
(referred to as a "cost" or "costs"), Company and Subscription Agent, jointly
and severally, shall indemnify Escrow Agent for all amounts related to the above
described costs incurred by Escrow Agent.

         15. The terms and conditions of the account service, attached as
Exhibit A, is made part of this Agreement with respect to matters not explicitly
covered in this Agreement. To the extent there is a conflict between this
Agreement and the terms and conditions of the services, this Agreement shall
take precedence.

         16. The recitals set forth at the outset of this Amended and Restated
Escrow Agreement are hereby incorporated as an integral part of this agreement
and not as mere introductory material.

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


                                        ROGERS INTERNATIONAL RAW MATERIALS
                                        FUND, L.P.


                                        By:________________________________

                                        Title:_____________________________

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                                        DERIVATIVES PORTFOLIO MANAGEMENT, L.L.C.


                                        By:_________________________________

                                        Title:______________________________



                                        MELLON BANK, N.A.


                                        By:___________________________________

                                        Title:________________________________






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